<PAGE>

       As Filed with the Securities and Exchange Commission on June 28, 1996
            -----------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                               -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                          REGENCY HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)
  Delaware                                                       33-0210226
State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                             Identification No.)

2742 Dow Avenue
Tustin, California                                            92780-7245
(Address of principal executive offices)                       (zip code)

               Regency Health Services, Inc. Directors Stock Plan
                            (Full Title of the Plan)


                                 David A. Grant
                    Senior Vice President and General Counsel
                          Regency Health Services, Inc.
                                 2742 Dow Avenue
                          Tustin, California 92780-7245
                     (Name and address of agent for service)
                                    714-544-4443
             (Telephone number, including area code, of agent for service)


                                 With a copy to:
                            Moshe J. Kupietzky, Esq.
                                 Sidley & Austin
                              555 West Fifth Street
                          Los Angeles, California 90013
                                  (213) 896-6000

               Approximate  date of  commencement of proposed sale
               to  the   public:   from  time  to  time   after  the
                     Registration Statement becomes effective.
                                   ----------------
<TABLE>

                         CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ===================== ======================
<S> <C>                      <C>                   <C>                    <C>                   <C>
                                                     Proposed               Proposed
      Title of                                        maximum               maximum
     securities                Amount                offering              aggregate              Amount of
        to be                   to be                price per              offering            registration
     Registered              registered             share(1)(2)             price(2)                 fee
======================== ====================== ====================== ===================== ======================
    Common Stock,            200,000(3)              $10.5625              $2,112,500              $726.70
 par value $.01 per
       share)
======================== ====================== ====================== ===================== ======================
</TABLE>

(1)            Estimated  pursuant to Rules 457(c) and (h) under the  Securities
               Act of 1933, as amended (the  "Securities  Act"), on the basis of
               the average of the high and low sale prices for a share of common
               stock of Regency Health  Services,  Inc.  ("Common Stock") on the
               New York Stock Exchange on June 24, 1996.
(2)            Estimated solely for the purpose of calculating the registration
               fee.
(3)            Plus additional shares of Common Stock as may be issuable
               pursuant to the antidilution provisions of the above-referenced
               plan.
<PAGE>
===============================================================================
================================================================================
PROSPECTUS

                             120,000 Shares

                           REGENCY HEALTH SERVICES, INC.
                                 Common Shares
                                 ------------


         This Prospectus has been prepared by Regency Health  Services,  Inc., a
Delaware  corporation  (the  "Company")  for use upon resale of shares of common
stock,  par value  $.01 per share  (the  "Common  Stock"),  by  certain  selling
stockholders,  some of whom may be "Affiliates" in the Company under Rule 405 of
the Securities Act of 1933, as amended (the "Securities  Act") who have acquired
or may acquire  shares of Common Stock upon exercise of options (the  "Options")
granted by the Company under the Regency Health Services,  Inc.  Directors Stock
Plan (the  "Plan").  The maximum  number of shares of Common  Stock which may be
offered or sold hereunder is subject to adjustment in the event of stock splits,
dividends,  recapitalizations  and other  similar  changes  affecting the Common
Stock.  Other than the proceeds received by the Company from the exercise of the
Options,  the Company will not receive any proceeds  from the sale of the shares
of Common  Stock  offered  hereby.  The holders of the 120,000  shares of Common
Stock covered in this  Prospectus  intend to sell the shares offered hereby from
time to time for their own respective  accounts in the open market at the prices
prevailing therein or in individually  negotiated transactions at such prices as
may be agreed upon.  Each such holder will bear all expenses with respect to the
offering  of shares of Common  Stock by him  except  the costs  associated  with
preparing and printing this Prospectus.  See "Plan of Distribution."  The Common
Stock of the Company is traded on the New York Stock Exchange.

         See "Risk  Factors"  beginning  on page 5 for a  discussion  of certain
factors that should be  considered  by  prospective  investors in  evaluating an
investment in the Common Stock.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
                    EXCHANGE COMMISSION OR ANY STATE
    SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
           OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
               ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                      REPRESENTATION TO THE CONTRARY
                           IS A CRIMINAL OFFENSE.




The date of this Prospectus is June 28, 1996
<PAGE>


         The Company is  incorporated  in the State of Delaware.  Its  principal
executive offices are located at 2742 Dow Avenue, Tustin,  California 92780-7245
and its telephone number is (714) 544-4443.

         No  person  is  authorized  to give  any  information  or to  make  any
representations  not contained or incorporated by reference in this  Prospectus,
and, if given or made,  such  information or  representation  must not be relied
upon as  having  been  authorized  by the  Company.  This  Prospectus  does  not
constitute an offer to sell or a solicitation  of an offer to buy any securities
other  than the  registered  securities  to which it  relates or an offer of any
securities  in any  jurisdiction  to any  person  where  such an offer  would be
unlawful.

                           AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance  therewith  files  periodic  reports,   proxy  statements  and  other
information with the Securities and Exchange Commission (the "Commission"). Such
reports,  proxy statements and other  information  filed by the Company with the
Commission,  can be  inspected  and  copied at the public  reference  facilities
maintained by the Commission at Room 1024,  Judiciary  Plaza,  450 Fifth Street,
N.W.,  Washington,  D.C. 20549,  and at the  Commission's  Regional Offices at 7
World Trade Center, New York, New York 10007 and Northwestern Atrium Center, 500
Madison  Street,  Suite  1400,  Chicago,  Illinois  60661-2511.  Copies  of such
material can be obtained  upon  written  request  addressed  to the  Commission,
Public Reference Section,  Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,
Washington,  D.C. 20549,  and its public  reference  facilities in New York, New
York and Chicago, Illinois, at prescribed rates and from the Web site maintained
by the Commission at (http://www.sec.gov).  The Company's Common Stock is listed
on the New York Stock  Exchange and such reports,  proxy  statements,  and other
information  concerning  the Company can also be inspected at the offices of the
New York Stock Exchange,  Public Reference  Section,  20 Broad Street, New York,
New York.  Statements  contained  in this  Prospectus  as to the contents of any
agreement or other document are not necessarily  complete,  and in each instance
reference is made to the copy of such  agreement or document filed as an exhibit
to the  Registration  Statement,  each such  statement  being  qualified  in all
respects by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents,  which have been filed by the Company with the
Commission  under the  Securities Act and the Exchange Act are  incorporated  by
reference in this Prospectus:

1.   Annual Report on Form 10-K for the year ended December 31, 1995;

2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

3.   Amendment to Quarterly Report on Form 10-Q/A for the quarter ended
     March 31, 1996;

4.   Current Report on Form 8-K dated February 1, 1996;

5.   Amendment to Current Report on Form 8-K/A dated February 1, 1996; and

6.   The description of the common stock, par value $.01 par share, set forth in
     the section entitled  "Description of Regency  Securities" in the Company's
     Registration  Statement on Form S-4 filed with the  Commission  on March 4,
     1994 (File No.  33-52497),  including any amendment or report filed for the
     purpose of updating such information.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the  termination of the offering made hereby shall be deemed to be  incorporated
by  reference  herein and to be a part  hereof from the  respective  dates those
documents  are filed.  Any  statement  contained in a document  incorporated  or
deemed to be incorporated  by reference  herein and to be a part hereof shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus. The Company will provide without charge to
each person to whom this  Prospectus is delivered,  upon written or oral request
of that person,  a copy of any or all of the documents which have been or may be
incorporated  by reference in this  Prospectus  (other than certain  exhibits to
those documents).  Requests should be directed to Regency Health Services, Inc.,
2742 Dow  Avenue,  Tustin,  California  92780-7245,  Attention:  David A.  Grant
(telephone 714-544-4443).

     THE COMPANY Regency Health Services,  Inc. is one of the largest post-acute
care providers in the United States,  with operations in 14 states.  The Company
provides a broad continuum of post-acute care through  in-patient  services such
as subacute care, skilled nursing care,  intermediate care and residential care,
together with ancillary  services such as  rehabilitation,  home  healthcare and
pharmacy services.

     The Company provides in-patient care in 112 facilities with an aggregate of
11,541 licensed beds. In addition, the Company provides contract  rehabilitation
services,  including physical, speech, occupational and audiology therapy in 133
Company-owned and non-affiliated facilities with approximately 14,600 beds in 14
states.  The Company  also  provides  pharmacy  services in three  states to 131
Company-owned and non-affiliated healthcare facilities with over 12,000 beds. To
augment the  continuum  of care  provided,  the Company  offers home  healthcare
services in 29 locations in California and Ohio.

RISK FACTORS 

     In addition to the other information contained or incorporated by reference
in this  Prospectus,  prospective  purchasers  of the Common  Stock  should give
careful consideration to the specific factors set forth below.

     Dependence  on  Reimbursement  from  Medicare and  Medicaid.  The Company's
business is dependent upon its ability to obtain and maintain reimbursement from
Medicare and Medicaid.  The Company derives a significant  percentage of its net
operating revenue from Medicaid (known as Medi-Cal in California); and Medicare.
In addition,  a substantial  portion of ancillary  services that are provided by
the Company to both Company-owned and  non-affiliated  facilities are ultimately
reimbursed by Medicare and  Medicaid.  However,  the revenue  derived from these
services is not classified as Medicare or Medicaid  since the facilities  served
are billed directly and are subsequently  reimbursed by these programs.  Charges
to non-affiliates,  though not directly  regulated,  are effectively  limited by
regulatory  reimbursement  policies  imposed on the in-patient  facilities whose
patients receive these therapy services,  as well as competitive market factors.
These  government-sponsored  healthcare  programs are highly  regulated  and are
subject to  budgetary  and other  constraints.  In  addition,  these  government
programs have instituted  cost-containment  measures  designed to limit payments
made to healthcare providers. Furthermore, government reimbursement programs are
subject  to  statutory  and  regulatory  changes,   administrative  rulings  and
interpretations,    determinations   of   intermediaries,   government   funding
restrictions  and  retroactive  reimbursement  adjustments,  all of which  could
materially increase or decrease the services covered by such programs, the rates
paid to healthcare providers for their services, or the eligibility of providers
to  receive  reimbursement.  In  addition,  there can be no  assurance  that the
Company's  facilities and the provision of services by the Company in the future
will continue to meet the requirements for participation in Medicare or Medicaid
programs as presently enacted or as they may be changed.

     In  addition,  the  Company's  cash flow  could be  adversely  affected  by
periodic  government program funding delays,  shortfalls or other  difficulties,
such as that which occurred in 1995 when the State of California failed to adopt
a new  budget  prior  to the end of the  1994-1995  fiscal  year.  As a  result,
Medi-Cal delayed reimbursement payments for several weeks. Medi-Cal also delayed
payments and rate increases for several weeks in 1990 and 1991. In addition,  in
1992,  as a result of the failure by the State of  California  to adopt a budget
prior to the end of the 1991-1992  fiscal year,  Medi-Cal  reimbursed  providers
with  registered  warrants,  which many banks  refused to redeem at face  value.
There can be no assurance  that the Company will be able to mitigate the effects
of any future funding delays.

     Substantial  Leverage.  The Company has a significant amount of outstanding
indebtedness.  In the event that the Company's cash flow and working capital are
not  sufficient  to  fund  the  Company's   expenditures   and  to  service  its
indebtedness,  the Company would be required to raise  additional  funds through
the  sale  of  equity  securities,  the  refinancing  of  all  or  part  of  its
indebtedness,  the incurrence of additional permitted Indebtedness,  or the sale
of assets. There can be no assurance that any of these sources of funds would be
available in amounts sufficient for the Company to meet its obligations.

     The  Company's  credit  facility and the  indentures  pursuant to which the
Company has issued senior subordinated notes and subordinated notes include, and
subsequent  indebtedness  or working  capital  facilities may include  covenants
prohibiting or limiting,  among other things,  the sale of assets, the making of
acquisitions and other  investments,  capital  expenditures,  stock repurchases,
repurchases or redemptions  of  subordinated  debt, the incurrence of additional
debt and  liens  and the  payment  of  dividends,  in  addition  to a number  of
financial covenants. The Company's ability to comply with these terms (including
its ability to comply with such  covenants),  to make cash payments with respect
to its indebtedness and to otherwise satisfy its debt obligations will depend on
the future performance of the Company.  The Company's failure to comply with any
of these  covenants  could result in an event of default under its  indebtedness
which in turn could have a material adverse effect on the Company.  In the event
the Company incurs  additional  indebtedness  for acquisitions or purposes other
than repayment of  indebtedness,  the Company may become more vulnerable to, and
have less flexibility in satisfying its obligations in the event of a decline in
the Company's revenues (which could result from, among other factors,  increased
competition,  adverse  regulatory  developments  or an economic  downturn).  The
Company's high degree of leverage may impair its ability to obtain  financing in
the future for  acquisitions,  capital  expenditures or other purposes.  Risk of
Adverse  Effect of Healthcare  Reform.  In the recently  enacted  federal budget
deficit reduction bill, various reimbursement rules and regulations were adopted
by the federal government that pertain to the Company.  There have been (and the
Company  expects that there will continue to be) a number of other  proposals to
limit Medicare and Medicaid  reimbursement for healthcare services.  The Company
cannot  predict at this time  whether  any of these types of  proposals  will be
adopted or, if adopted and implemented, what effect such proposals would have on
the  Company.  There  can be no  assurance  that  currently  proposed  or future
healthcare  legislation or other changes in the administration or interpretation
of those  programs  will not have an  adverse  effect  on the  Company,  or that
payments under governmental programs will remain at levels comparable to present
levels or will be  sufficient to cover the cost  allocable to patients  eligible
for reimbursement pursuant to such programs. Concern about the potential effects
of the proposed  reform measures has contributed to the volatility of the prices
of securities of companies in healthcare and related fields.

     Government  Regulation.  The in-patient  healthcare  industry is subject to
extensive federal,  state and local licensure and certification laws. In-patient
facilities and home healthcare agencies are often subject to certificate of need
requirements, the effect of which is to significantly limit internal growth, and
are also subject to annual and routine interim inspections to monitor compliance
with government regulations. Certain laws establish minimum healthcare standards
and provide for significant  remedies or  non-compliance  including  fines,  new
patient admission  moratoriums,  federal or state monitoring of operations,  and
closure  of  facilities.  Changes  in  applicable  laws and  regulations  or new
interpretations  of existing laws and regulations  could have a material adverse
effect on licensure,  eligibility  for  participation,  permissible  activities,
operating costs or the levels of reimbursement  from  governmental,  private and
other sources.  There can be no assurance that regulatory  authorities  will not
adopt changes or  interpretations  that could adversely affect the Company.  The
failure to maintain or renew any required regulatory approvals or licenses could
prevent  the  Company  from  offering   existing   services  or  from  obtaining
reimbursement.  In certain circumstances,  failure of compliance at one facility
may  affect  the  ability  of the  Company  to obtain or  maintain  licenses  or
approvals under Medicare and Medicaid programs at other facilities.

     Recently effective  provisions of the regulations adopted under the Omnibus
Budget  Reconciliation  Act of 1987 ("OBRA") have expanded remedies available to
the Health Care Financing Administration ("HCFA") to enforce compliance with the
detailed   regulations   mandating  minimum   healthcare   standards,   and  may
significantly  affect the  consequences  to the  Company if annual or other HCFA
facility surveys disclose noncompliance with these regulations. Remedies include
fines, new patient admission  moratoriums,  denial of reimbursement,  federal or
state  monitoring  of  operations,  closure of  facilities  and  termination  of
provider reimbursement agreements.

     The Company is also subject to federal and state laws that govern financial
and other arrangements between healthcare  providers.  These laws often prohibit
certain  direct and  indirect  payments or  fee-splitting  arrangements  between
healthcare  providers  that are designed to induce or encourage  the referral of
patients  to,  or the  recommendation  of, a  particular  provider  for  medical
products and services.  These laws include 3. the federal  "Stark  legislations"
which  prohibit,  with  limited  exceptions,  physician  ownership  of ancillary
service providers, and 4. the federal "anti-kickback law" which prohibits, among
other  things,  the  offer,  payment,  solicitation  or  receipt  of any form of
remuneration  in return for the referral of Medicare and Medicaid  patients.  In
addition, some states restrict certain business relationships between physicians
and other  providers  of  healthcare  services.  Many states  prohibit  business
corporations from providing, or holding themselves out as a provider of, medical
care.  Possible  sanctions  for  violation  of  any  of  these  restrictions  or
prohibitions  include  loss  of  licensure  or  eligibility  to  participate  in
reimbursement  programs and civil and criminal  penalties.  These laws vary from
state to state,  are often vague and have seldom been  interpreted by the courts
or regulatory agencies.  From time to time the Company has sought guidance as to
the interpretation of these laws;  however,  there can be no assurance that such
laws will ultimately be interpreted in a manner consistent with the practices of
the Company.

     The  Company is unable to predict the future  course of federal,  state and
local  regulation  or  legislation,  including  Medicare,  Medicaid and Medi-Cal
statutes and regulations. Further changes in the regulatory framework could have
a material adverse effect on the Company's operations.

     Related Party Transactions. Medicare regulations that apply to transactions
between related parties, such as between subsidiaries of the Company,  determine
in part the amount of Medicare  reimbursement the Company is entitled to receive
for contract  rehabilitation  therapy and pharmacy  services that it provides to
Company-operated  facilities.  These regulations  generally require that, amount
other things, 5. the Company's  rehabilitation therapy and pharmacy subsidiaries
must each be a bona fide separate  organization;  6. a  substantial  part of the
contract  rehabilitation  therapy services or pharmacy services, as the case may
be, of the relevant subsidiary must be transacted with non-affiliated  entities,
and there must be an open,  competitive  market for the  relevant  services;  7.
contract  rehabilitation therapy services and pharmacy services, as the case may
be, are services that commonly are obtain by  in-patient  facilities  from other
organizations  and are not a basic element of patient care ordinarily  furnished
directly  to  patients  by such  facilities;  and 8. the  prices  charged to the
Company's  in-patient   facilities  by  its  contract   rehabilitation   therapy
operations  subsidiary and pharmacy operations  subsidiaries are consistent with
the  charges  for such  services  in the open market and no more than the prices
charged  by  its  contract  rehabilitation  therapy  operations  subsidiary  and
pharmacy   operations    subsidiaries   under   comparable    circumstances   to
non-affiliated  in-patient  facilities.  The Company  believes  that each of the
foregoing  requirements  is currently  being  satisfied with respect to both its
contract  rehabilitation  therapy and pharmacy subsidiaries.  Consequently,  the
Company has claimed and  received  reimbursement  under  Medicare  for  contract
rehabilitation therapy services (since the acquisition of SCRS in July 1995) and
pharmacy  services  (beginning in January 1996)  provided to patients in its own
facilities  at a higher rate than if it did not satisfy these  requirements.  If
the  Company  is  unable  to  satisfy  these  regulations  in  the  future,  the
reimbursement  the Company  receives  for  contract  rehabilitation  therapy and
pharmacy services  provided to its own facilities would be materially  adversely
affected. If, upon audit by relevant reimbursement  agencies, such agencies find
that the requirements of any of these regulations has not been satisfied and if,
after  appeal,  such  findings are  sustained,  the Company could be required to
refund  some  or all of the  difference  between  its  cost of  providing  these
services and the higher amount  actually  received.  While the Company  believes
that it has satisfied and will continue to satisfy these regulations,  there can
be no  assurance  that its  position  would  prevail if  contested  by  relevant
reimbursement agencies.

     Dependence on California.  The Company's  billings to Medi-Cal  represent a
significant portion of net operating revenue. California has a less generous and
more heavily regulated healthcare  reimbursement system, that typically provides
for  lower  reimbursement  rates,  than  do a  majority  of  other  states,  and
historically  has  enforced  its  regulations  more  strictly  than  most  other
jurisdictions.  In addition, California has a higher applicable minimum wage and
higher workers'  compensation  costs than most other states.  The Company may be
materially and adversely affected by the failure of Medi-Cal reimbursement rates
to increase in proportion to cost  increases,  by any reduction in the levels of
reimbursement,  or by healthcare reform measures that substantially increase its
operating costs.  Further,  there have been, and there are likely to continue to
be, strong  legislative  pressures to avoid increases in Medi-Cal  reimbursement
levels and to impose  reductions  in such  payments.  The budget  adopted by the
State of California for the 1995-1996  fiscal year (which commenced July 1, 1995
and  ends  June  30,  1996)   included  no  increase  or  decrease  in  Medi-Cal
reimbursement rates.

     Expansion  Risk. The Company intends to pursue a strategy of growth through
strategic  acquisitions.  This  growth  is  likely  to  increase  the  operating
complexity  of the  Company,  as well as the  level of  responsibility  for both
existing and new management  personnel.  In addition,  there can be no assurance
that the Company will find suitable acquisition candidates.

     The Company's  growth strategy  includes the selective  acquisition of both
new  facilities as well as other service  providers.  The Company incurs certain
costs and operating  inefficiencies  in connection with the acquisition of a new
facility   relating  to  the  integration  of  such  facility's   financial  and
administrative  system,  physical plant and other aspects of its operations into
those of the Company. In addition,  the introduction of a substantial portion of
the  Company's  ancillary  services to a new facility may take as long as twelve
months to fully  implement.  There can be no assurance  that each of the service
providers the Company may acquire will be profitable following such acquisition.
The acquisition of a service provider that is not profitable, or the acquisition
of  new   facilities   that  result  in   significant   integration   costs  and
inefficiencies,  could adversely affect the Company's profitability. The Company
expects to finance  new  acquisitions  from a  combination  of the cash on hand,
funds from operations and borrowings under its credit facility. Depending on the
number,  size and timing of such  transactions,  the  Company  may in the future
require additional financing in order to continue to make acquisitions. There is
no assurance that such  additional  financing,  if any, will be available to the
Company on acceptable  terms.  In addition,  certain of the Company's  financing
arrangements  include  limitations on the Company's  ability to incur additional
indebtedness.

     Uncertainty of  Litigation.  The Company is from time to time sued by or on
behalf  of  patients  at one or more  of its  facilities  or to whom  healthcare
services were provided seeking to recover for injuries  sustained as a result of
alleged  errors and  omissions.  Often these suits also allege that the injuries
resulted from intentional actions or omissions of healthcare  personnel for whom
the Company is  asserted to have legal  responsibility,  and  consequently  seek
awards  of  punitive  damages.  The  Company  also is from  time to time sued by
persons claiming that their employment by the Company was improperly terminated,
that they were denied  employment  or promotions  because of their race,  creed,
religion,  gender,  ethnic origin or sexual  orientation,  or that they suffered
other tortious conduct, which suits seek awards of compensatory,  incidental and
punitive damages.  Although the Company maintains insurance for its professional
errors and  omissions,  it is not insured for damages  sustained  as a result of
wrongful  termination  or  intentional  torts,  nor for  punitive  damages.  The
Company's  financial  condition  and results of  operations  could be  adversely
affected by a  significant  award of damages  that is not covered by  insurance.
However, the Company is not aware of any pending litigation for which it has not
established an  appropriate  reserve or for which,  in the Company's  opinion it
does not have valid legal defenses.

     Control by Stockholder  Groups and Officers and  Directors.  Based on their
filings on Schedule 13D, two stockholder groups reported beneficial ownership of
approximately 21% and 7%, on a primary basis, respectively, of the Common Stock,
and the officers and directors of the Company have reported beneficial ownership
of  approximately  9%, on a primary basis,  of the Common Stock.  As a result of
such holdings, these stockholder groups and the Company's officers and directors
have the ability to exert significant  influence over the outcome of all matters
submitted to the Company's stockholders for approval,  including the election of
directors.

     Dependence  on Key  Personnel.  The Company is dependent on the  management
experience and continued services of the Company's executive offers. The loss of
the  services  of one or more of such  officers  for  any  reason  could  have a
material adverse effect on the Company's  business.  In addition,  the Company's
continued growth depends on its ability to attract and retain skilled employees,
and on  the  ability  of  its  officers  and  key  employees  to  manage  growth
successfully.

     Competition.  The Company operates in a highly  competitive  industry.  The
Company's  facilities,   pharmacy  operations,   home  healthcare  agencies  and
therapists  generally  operate in  communities  that are also  served by similar
facilities  and  agencies  operated by others.  Some  competing  facilities  and
agencies  provide  services  that are not  offered by the  Company  and some are
operated by entities  having  greater  financial and other  resources and longer
operating  histories  than  the  Company.  In  addition,  some are  operated  by
nonprofit   organizations  or  government   agencies  supported  by  endowments,
charitable contributions,  tax revenues and other sources that are not available
to the Company.  There can be no assurance  that the Company will not  encounter
increased  competition in the future that would  adversely  affect the Company's
results of operations.

     Forward-Looking  Statements.  This  Prospectus  (including  the  statements
incorporated  by  reference)  contains  forward-looking  statements  within  the
meaning  of Section  27A of the  Securities  Act.  Discussions  containing  such
forward-looking  statements  may be  found  in the  material  set  forth  in the
Company's  annual and quarterly  reports,  under  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations  Liquidity and Capital
Resources"  and  "Business,"  as well as within this  Prospectus  (including the
statements incorporated by reference), generally. In addition, when used in this
Prospectus  (including the  statements  incorporated  by  reference),  the words
"believes,"  "anticipates,"  "expects," and similar  expressions are intended to
identify forward-looking  statements. Such statements are subject to a number of
risks and  uncertainties.  Actual results in the future could differ  materially
from  those  described  in the  forward-looking  statements  as a result of risk
factors set forth above (which list may not be  exhaustive)  and the matters set
forth in this  Prospectus  (including the statements  incorporated by reference)
generally.  The Company does not undertake to publicly  release any revisions to
these forward-looking statements to reflect any future events or circumstances.

                                 USE OF PROCEEDS

         The Company will not receive any  proceeds  from the sale of the shares
of Common Stock covered by this Prospectus.  The Company will, however,  receive
proceeds  from the  exercise of the Options in an amount  equal to the number of
shares of Common Stock  purchased  upon  exercise of Options  multiplied  by the
exercise price of such Options, the closing price on the New York Stock Exchange
for the Common  Stock on the date of grant of the  Options.  Any net proceeds to
the  Company  resulting  from the  exercise of such  securities  may be used for
general working capital purposes.

                              SELLING SHAREHOLDERS

         The  persons  that may offer  shares of Common  Stock  pursuant to this
Prospectus  (the "Selling  Shareholders")  are persons that have heretofore been
granted  shares of Common  Stock and Options  pursuant to the Plan.  Each of the
Selling  Shareholders serves as a non-employee  director of the Company.  All of
the 120,000 shares of Common Stock of the Company offered by this Prospectus are
being  offered for the account of the Selling  Shareholders.  All of such shares
are shares  that may  hereafter  be acquired  by Selling  Shareholders  upon the
exercise of Options that have  heretofore  been granted to Selling  Shareholders
pursuant  to the Plan.  Selling  Shareholders  that are  currently  identifiable
(i.e.,  that currently hold options granted  pursuant to the Plan), are named in
the table below.  Additional  Selling  Stockholders  may be named in one or more
supplements to this Prospectus.

         The  following  table sets forth  certain  information  concerning  the
Selling Shareholders as of the date of this Prospectus:
<TABLE>

                                   
<CAPTION>
                                   Percentage of Common Shares
                                            Owned
                                  --------------- ---------------

                                           Number of
                          Common Shares     Shares
                          Beneficially     Offered         Before        After
   Name (1)               Owned (2)       for Resale     Offer (10)     Sale (11)
   ---------              ---------       -----------    ----------     ---------
<S>                          <C>              <C>           <C>            <C>    
John W. Adams               57,564         16,000(3)        *               *
Gregory S. Anderson        572,707         24,000(4)       3.4%            3.3%
Tony M. Astorga             25,000         24,000(5)        *               *
Robert G. Coo               39,199         16,000(6)        *               *
Cecil R. Mays              109,774          8,000(7)        *               *
John F. Nickoll            501,893         16,000(8)       3.0%            2.9%
Arthur J. Pasmas            18,000         16,000(9)        *               *
- ---------------                                                                

* represents less than 1%

(1)  The address of each such individual is c/o Regency Health  Services,  Inc.,
     2742 Dow Avenue, Tustin, California 92780-7245.

(2)  For purposes of this table,  a person or group of persons is deemed to have
     "beneficial  ownership" of any shares of a given date which such person has
     the right to acquire within 60 days after such date.

(3)  Includes 4,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $15.00 per share and 6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $10.50 per share,  all of which may be offered for
     resale pursuant to this Prospectus.

(4)  Includes 6,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $10.44  per  share,  6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $15.00 per share and 6,000  shares of Common Stock
     issuable  upon  exercise  of  options  granted  pursuant  to the Plan at an
     exercise price of $10.50 per share,  all of which may be offered for resale
     pursuant to this Prospectus.

(5)  Includes 6,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $10.44  per  share,  6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $15.00 per share and 6,000  shares of Common Stock
     issuable  upon  exercise  of  options  granted  pursuant  to the Plan at an
     exercise price of $10.50 per share,  all of which may be offered for resale
     pursuant to this Prospectus.

(6)  Includes 4,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $15.00 per share and 6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $10.50 per share,  all of which may be offered for
     resale pursuant to this Prospectus.

(7)  Includes  2,000  shares of Common  Stock  granted  pursuant to the Plan and
     6,000  shares of Common Stock  issuable  upon  exercise of options  granted
     pursuant to the Plan at an exercise price of $10.50 per share, all of which
     may be offered for resale pursuant to this Prospectus.

(8)  Includes 4,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $15.00 per share and 6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $10.50 per share,  all of which may be offered for
     resale pursuant to this Prospectus.

(9)  Includes 4,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $15.00 per share and 6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $10.50 per share,  all of which may be offered for
     resale pursuant to this Prospectus.

(10) Percentages are based upon  16,712,285  shares issued and outstanding as of
     May 15,  1996.  All figures  assume no  exercise  of any  warrants or other
     outstanding  options,  other  than with  respect to those set forth for the
     individual persons listed in the above table, pursuant to Rule 13d-3 of the
     Exchange Act.

(11) Does not constitute a commitment to sell any or all of the stated number of
     shares of Common Stock to be registered. The number of shares to be offered
     shall be determined  from time to time by each Selling  Shareholder  at his
     sole discretion.
</TABLE>

                                PLAN OF DISTRIBUTION

     The Selling  Shareholders are offering the shares of Common Stock for their
own account and not for the account of the Company. The Company will not receive
any proceeds from the sales by the Selling Shareholders.
See "Use of Proceeds."

     The shares of Common Stock offered by the Selling  Shareholders may be sold
from  time  to time by the  Selling  Shareholders  directly  to  purchasers  or,
alternatively, may be offered from time to time through agents, brokers, dealers
or  underwriters,  who may receive  compensation  in the form of  concessions or
commissions from the Selling  Shareholders or purchasers of the shares of Common
Stock (which compensation may be in excess of customary  commissions).  Sales of
the shares of Common Stock may be made in one or more  transactions  through the
New  York  Stock  Exchange,  otherwise  in the  over-the-counter  market,  or in
privately  negotiated  transactions or otherwise,  and such sales may be made at
the  market  price  prevailing  at the time of  sale,  a price  related  to such
prevailing market price or a negotiated price.

     Under the Exchange Act and the regulations  thereunder,  any person engaged
in the distribution of the shares of Common Stock of the Company offered by this
Prospectus  may not  simultaneously  engage in  market  making  activities  with
respect  to the shares of Common  Stock of the  Company  during  the  applicable
"cooling  off"  periods  prior  to the  commencement  of such  distribution.  In
addition,  and without limiting the foregoing,  such Selling Shareholder will be
subject  to  applicable  provisions  of the  Exchange  Act  and  the  rules  and
regulations  thereunder  including,  without limitation,  Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of shares of Common
Stock by the Selling Shareholders.

     To the extent  required,  the  Company  will use its best  efforts to file,
during  any  period  in  which  offers  or sales  are  being  made,  one or more
supplements to this Prospectus to describe any material information with respect
to the plan of distribution  not previously  disclosed in this Prospectus or any
material change to such information in this Prospectus.

                                 LEGAL MATTERS

     The validity of the shares of Common  Stock that may be offered  hereby has
been passed upon for the Company by Sidley & Austin,  555 West Fifth Street, Los
Angeles, California 90013.

                                     EXPERTS

     The financial  statements and schedules  incorporated in this Prospectus by
reference to the Annual Report on Form 10-K have been audited by Arthur Andersen
LLP, public accountants,  as indicated in their reports with respect thereto and
are  included  herein in reliance  upon  authorities  of said firm as experts in
accounting and auditing.
<PAGE>
                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following  documents which have heretofore been filed by Regency Health
Services, Inc. (the "Company" or the "Registrant"), with the Commission pursuant
to the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  are
incorporated by reference herein and shall be deemed to be a part hereof:

(1)  The Company's Annual Report on Form 10-K for the year ended December 31,
     1995;

(2)  The Company's Quarterly Report on Form 10-Q for the period ended March 31,
     1996;

(3)  An amendment to the Company's Quarterly Report on Form 10-Q/A for the
     period ended March 31, 1996;

(4)  The Company's Current Report on Form 8-K dated February 1, 1996;

(5)  An amendment to the Company's Current Report on Form 8-K/A dated
     February 1, 1996; and

(6)  The  description of the Company's  common stock,  par value $.01 per share,
     set forth in the section  entitled  "Description of Regency  Securities" in
     the Company's Registration Statement on Form S-4, filed with the Commission
     on March 4, 1994 (File No.  33-52497),  including  any  amendment or report
     filed for the purpose of updating such information.

     In  addition,  all  documents  filed by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  in this  Registration  Statement  and made a part  hereof  from their
respective dates of filing (such documents,  and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents");  provided,  however,
that the  documents  enumerated  above  or  subsequently  filed  by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made by this Registration Statement is in effect prior
to the filing with the  Commission of the  Company's  Annual Report on Form 10-K
covering such year shall not be  Incorporated  Documents or be  incorporated  by
reference in this Registration  Statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company is incorporated in the State of Delaware.  Under Section 145 of
the General  Corporation  Law of the State of Delaware (the "DGCL"),  a Delaware
corporation  generally  has the  power  to  indemnify  its  present  and  former
directors  and officers  against  expenses and  liabilities  incurred by them in
connection  with any suit to which they are,  or are  threatened  to be made,  a
party by reason of their  serving  in those  positions  so long as they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the company, and with respect to any criminal action, they
had no  reasonable  cause to believe  their  conduct was  unlawful.  The statute
expressly  provides  that  the  power to  indemnify  authorized  thereby  is not
exclusive  of  any  rights  granted  under  any  by-law,   agreement,   vote  of
stockholders or disinterested  directors, or otherwise. The Restated Certificate
of  Incorporation of the Company ("the Restated  Certificate")  and the Restated
Bylaws  of the  Company  ("Restated  Bylaws")  provide  that the  Company  shall
indemnify,  defend  and hold  harmless  any and all of its  existing  and former
directors,  advisory directors, officers and agents from and against any and all
losses,  claims,  damages,  expenses,  fees or  liabilities,  whether  joint  or
several,  incurred by each of them  including but not limited to all legal fees,
judgments,  penalties or amounts paid in defense,  settlement or compromise, all
of which may arise or be  incurred,  rendered  or levied in any legal  action or
administrative  proceeding  brought to threatened  against any of them for or on
account of any action or omission while acting as a director, advisory director,
officer or agent of the Company.

     Section  102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision  eliminating  or limiting  the  personal  liability of a
director to the corporation or its  stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for such breach of the director's  duty
of loyalty to the  corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of  law,   (iii)  under  Section  174  (relating  to  liability  for  authorized
acquisitions  or redemptions of, or dividends on, capital stock) of the DGCL, or
(iv) for any transactions  from which the director derived an improper  personal
benefit. The Restated Certificate contains such a provision.

     The preceding discussion of the Restated  Certificate,  the Restated Bylaws
and Section 145 of the DGCL is not intended to be exhaustive and is qualified in
its entirety by the Restated Certificate, the Restated Bylaws and Section 145 of
the DGCL.

Item 7.  Exemption from Registration Claimed.

     The  shares of Common  Stock to be  reoffered  or resold  pursuant  to this
Registration  Statement  were,  or will be,  issued by the  Company  pursuant to
restricted  stock awards and options granted under the Company's  Director Stock
Plan  prior to the  filing of this  Registration  Statement.  Such  awards  were
granted solely to eligible  participants who were non-employee  directors of the
Company under the exemption provided by Section 4(2) of the Act.
<PAGE>

Item 8.  Exhibits.

     The following exhibits are filed with this Registration Statement.


     Exhibit           Description
     Number
- -------------------------------------------------------------------------
     4.1       Regency Health Services, Inc. Directors Stock
               Plan. (Incorporated by reference to the Company's
               1993 Proxy Statement dated December 10, 1993 (File
               No. 1-11144)(the "1993 Proxy Statement")).

     4.2       Form of Stock Option Agreement for the Directors Stock Plan.

     4.3       Form of Indenture, dated as of March 23, 1993
               between Regency Health Services, Inc. and Chemical
               Trust Company of California as Indenture Trustee
               (Incorporated by reference to the Company's
               Registration Statement of Form S-1 (No. 33-53590)).

     4.4       Form of  Indenture,  dated as of  October  12,  1995,  for 9-7/8%
               Senior   Subordinated   Notes  due  2002,  among  Regency  Health
               Services, Inc., the Subsidiary Guarantors named therein
               and U.S.  Trust Company of California,
               N.A.,  as  Trustee   (Incorporated  by
               reference  to  the  Company's  Current
               Report  on Form 8-K dated  August  24,
               1995 (File No. 1-11144)).

     4.5       Voting  Agreement,  dated as of December 27,  1993,  by and among
               Regency Health Services,  Inc. and the stockholders named therein
               (Incorporated  reference to the Company's  and Care  Enterprises,
               Inc.'s  Joint  Proxy  Statement  dated  March 7, 1994 (the "Joint
               Proxy Statement")).

     4.6       Voting Agreement, dated as of December 27, 1993,
               by and between Care Enterprises, Inc. and the
               stockholders named therein (Incorporated by
               reference to the Joint Proxy Statement).

     4.7       Second Amended and Restated Registration Rights
               Agreement, dated as of January 31, 1994 among
               Regency Health Services, Inc., Care Enterprises,
               Inc. and the stockholders named therein
               (Incorporated by referenced to the Joint Proxy
               Statement).

     4.8       Registrant's Long-Terms Incentive Plan
               (Incorporated by reference to the 1993 Proxy
               Statement).

     4.9       Amendment to Regency Health Services, Inc.
               Long-Terms Incentive (Incorporated by reference to
               the Joint Proxy Statement).

     5.1       Opinion of Sidley & Austin.

    23.1       Consent of Sidley & Austin (Incorporated by
               reference to Exhibit 5.1 hereof).

    23.2       Consent of Arthur Andersen LLP.
<PAGE>
Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933, as amended (the "Securities
               Act");

         (ii)  To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement;

         (iii) To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission  by the Company  pursuant to Section 13 or Section  15(d) of the
     Exchange  Act  that  are  incorporated  by  reference  in the  Registration
     Statement.

     (2)  That,  for  the  purpose  of   determining   any
          liability   under   the   Securities   Act,   each  such
          post-effective  amendment  shall be  deemed  to be a new
          registration   statement   relating  to  the  securities
          offered therein,  and the offering of such securities at
          that time  shall be deemed to be the  initial  bona fide
          offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being  registered  hereby which remain unsold at the
          termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
<PAGE>

                               SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Tustin, State of California, on the 27th day of
June, 1996.


                          REGENCY HEALTH SERVICES, INC.


                            By /s/ Richard K. Matros
                               -------------------------------
                                Richard K. Matros
                                President and
                                Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

<TABLE>

    Signature                                      Title                        Date
<S><C>                                  <C>                                 <C>

 /s/ Richard K. Matros
- -----------------------                 President, Chief Executive
Richard K. Matros                       Officer and Director                June 24, 1996



 /s/ Bruce D. Broussard
- -----------------------                 Chief Financial Officer             June 24, 1996
Bruce D. Broussard                      (Principal Financial Officer)


 /s/ John W. Adams
- -----------------------                 Director                            June 24, 1996
John W. Adams


 /s/ Gregory S. Anderson
- -----------------------                 Director                            June 24, 1996
Gregory S. Anderson


 /s/ Tony M. Astorga  
- -----------------------                 Director                            June 24, 1996
Tony M. Astorga
   
 /s/ Robert G. Coo
- -----------------------                 Director                            June 24, 1996
Robert G. Coo


 /s/ John F. Nickoll
- -----------------------                 Director                            June 24, 1996
John F. Nickoll


 /s/ Arthur J. Pasmas
- -----------------------                 Director                            June 20, 1996
Arthur J. Pasmas
</TABLE>
<PAGE>
<TABLE>

                                        INDEX TO EXHIBITS
                                                                                                    Sequentially
       Exhibit                                                                                        Numbered
       Number                         Description
                                                                                                    Page
<S>    <C>              <C>

       4.1              Directors Stock Plan (Included as Exhibit A to the
                        Company's 1993 Proxy Statement dated December 10, 1993
                        (File No. 1-11144) (the "1993 Proxy Statement)).

       4.2              Form of Stock Option Agreement for the Directors Stock
                        Plan.

       4.3              Form of Indenture, dated as of March 23, 1993 between
                        Regency Health Services, Inc. and Chemical Trust
                        Company of California, as Indenture
                        Trustee (Included as Exhibit 4.3 to the Company's
                        Registration Statement of Form S-1 (No. 33-53590)).

       4.4              Form of  Indenture,  dated as of October 12,  1995,  for
                        9-7/8% Senior Subordinated Notes due 2002, among Regency
                        Health Services,  Inc., the Subsidiary  Guarantors named
                        therein and U.S. Trust Company of  California,  N.A., as
                        Trustee  (Included  as  Exhibit  10.02 to the  Company's
                        Current  Report on Form 8-K dated  August 24, 1995 (File
                        No. 1-11144)).

       4.5              Voting Agreement,  dated as of December 27, 1993, by and
                        among Regency Health Services, Inc. and the stockholders
                        named therein  (Included as Exhibit 4.3 to the Company's
                        and Care Enterprises, Inc.'s Joint Proxy Statement dated
                        March 7, 1994 (the "Joint Proxy Statement")).

       4.6              Voting Agreement, dated as of December 27, 1993, by and
                        between Care Enterprises, Inc. and the stockholders
                        named therein (Included as Exhibit
                        4.4 to the Joint Proxy Statement).

       4.7              Second Amended and Restated Registration Rights
                        Agreement, dated as of January 31, 1994 among Regency
                        Health Services, Inc., Care Enterprises,
                        Inc. and the stockholders named therein (Included as
                        Exhibit 10.112 to the Joint Proxy Statement).

       4.8              Registrant's Long-Term Incentive Plan (Included as
                        Exhibit B to the 1993 Proxy Statement).

       4.9              Amendment to Regency Health Services, Inc. Long-Term
                        Incentive (Included as Exhibit 10.113 to the Joint
                        Proxy Statement).

       5.1              Opinion of Sidley & Austin.

       23.1             Consent of Sidley & Austin (Incorporated by reference
                        to Exhibit 5.1 hereof).

       23.2             Consent of Arthur Andersen LLP.


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "DIRECTOR'S STOCK PLAN", "secsgml_size_bytes": 63805}]
{"company-data": {"conformed-name": "REGENCY HEALTH SERVICES INC", "cik": "0000865120", "assigned-sic": "8051", "irs-number": "330210226", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07173", "film-number": "96588514"}, "business-address": {"street1": "2742 DOW AVENUE", "city": "TUSTIN", "state": "CA", "zip": "92680", "phone": "7145444443"}, "mail-address": {"street1": "2742 DOW AVENUE", "city": "TUSTIN", "state": "CA", "zip": "92680"}}
As Filed with the Securities and Exchange Commission on June 28, 1996
            -----------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                               -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                          REGENCY HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)
  Delaware                                                       33-0210226
State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                             Identification No.)

2742 Dow Avenue
Tustin, California                                            92780-7245
(Address of principal executive offices)                       (zip code)

               Regency Health Services, Inc. Directors Stock Plan
                            (Full Title of the Plan)

                                 David A. Grant
                    Senior Vice President and General Counsel
                          Regency Health Services, Inc.
                                 2742 Dow Avenue
                          Tustin, California 92780-7245
                     (Name and address of agent for service)
                                    714-544-4443
             (Telephone number, including area code, of agent for service)

                                 With a copy to:
                            Moshe J. Kupietzky, Esq.
                                 Sidley & Austin
                              555 West Fifth Street
                          Los Angeles, California 90013
                                  (213) 896-6000

               Approximate  date of  commencement of proposed sale
               to  the   public:   from  time  to  time   after  the
                     Registration Statement becomes effective.
                                   ----------------

                         CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ===================== ======================
Proposed               Proposed
      Title of                                        maximum               maximum
     securities                Amount                offering              aggregate              Amount of
        to be                   to be                price per              offering            registration
     Registered              registered             share(1)(2)             price(2)                 fee
======================== ====================== ====================== ===================== ======================
    Common Stock,            200,000(3)              $10.5625              $2,112,500              $726.70
 par value $.01 per
       share)
======================== ====================== ====================== ===================== ======================
(1)            Estimated  pursuant to Rules 457(c) and (h) under the  Securities
               Act of 1933, as amended (the  "Securities  Act"), on the basis of
               the average of the high and low sale prices for a share of common
               stock of Regency Health  Services,  Inc.  ("Common Stock") on the
               New York Stock Exchange on June 24, 1996.
(2)            Estimated solely for the purpose of calculating the registration
               fee.
(3)            Plus additional shares of Common Stock as may be issuable
               pursuant to the antidilution provisions of the above-referenced
               plan.
===============================================================================
================================================================================
PROSPECTUS

                             120,000 Shares

                           REGENCY HEALTH SERVICES, INC.
                                 Common Shares
                                 ------------

         This Prospectus has been prepared by Regency Health  Services,  Inc., a
Delaware  corporation  (the  "Company")  for use upon resale of shares of common
stock,  par value  $.01 per share  (the  "Common  Stock"),  by  certain  selling
stockholders,  some of whom may be "Affiliates" in the Company under Rule 405 of
the Securities Act of 1933, as amended (the "Securities  Act") who have acquired
or may acquire  shares of Common Stock upon exercise of options (the  "Options")
granted by the Company under the Regency Health Services,  Inc.  Directors Stock
Plan (the  "Plan").  The maximum  number of shares of Common  Stock which may be
offered or sold hereunder is subject to adjustment in the event of stock splits,
dividends,  recapitalizations  and other  similar  changes  affecting the Common
Stock.  Other than the proceeds received by the Company from the exercise of the
Options,  the Company will not receive any proceeds  from the sale of the shares
of Common  Stock  offered  hereby.  The holders of the 120,000  shares of Common
Stock covered in this  Prospectus  intend to sell the shares offered hereby from
time to time for their own respective  accounts in the open market at the prices
prevailing therein or in individually  negotiated transactions at such prices as
may be agreed upon.  Each such holder will bear all expenses with respect to the
offering  of shares of Common  Stock by him  except  the costs  associated  with
preparing and printing this Prospectus.  See "Plan of Distribution."  The Common
Stock of the Company is traded on the New York Stock Exchange.

         See "Risk  Factors"  beginning  on page 5 for a  discussion  of certain
factors that should be  considered  by  prospective  investors in  evaluating an
investment in the Common Stock.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
                    EXCHANGE COMMISSION OR ANY STATE
    SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
           OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
               ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                      REPRESENTATION TO THE CONTRARY
                           IS A CRIMINAL OFFENSE.

The date of this Prospectus is June 28, 1996
The Company is  incorporated  in the State of Delaware.  Its  principal
executive offices are located at 2742 Dow Avenue, Tustin,  California 92780-7245
and its telephone number is (714) 544-4443.

         No  person  is  authorized  to give  any  information  or to  make  any
representations  not contained or incorporated by reference in this  Prospectus,
and, if given or made,  such  information or  representation  must not be relied
upon as  having  been  authorized  by the  Company.  This  Prospectus  does  not
constitute an offer to sell or a solicitation  of an offer to buy any securities
other  than the  registered  securities  to which it  relates or an offer of any
securities  in any  jurisdiction  to any  person  where  such an offer  would be
unlawful.

                           AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance  therewith  files  periodic  reports,   proxy  statements  and  other
information with the Securities and Exchange Commission (the "Commission"). Such
reports,  proxy statements and other  information  filed by the Company with the
Commission,  can be  inspected  and  copied at the public  reference  facilities
maintained by the Commission at Room 1024,  Judiciary  Plaza,  450 Fifth Street,
N.W.,  Washington,  D.C. 20549,  and at the  Commission's  Regional Offices at 7
World Trade Center, New York, New York 10007 and Northwestern Atrium Center, 500
Madison  Street,  Suite  1400,  Chicago,  Illinois  60661-2511.  Copies  of such
material can be obtained  upon  written  request  addressed  to the  Commission,
Public Reference Section,  Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,
Washington,  D.C. 20549,  and its public  reference  facilities in New York, New
York and Chicago, Illinois, at prescribed rates and from the Web site maintained
by the Commission at (http://www.sec.gov).  The Company's Common Stock is listed
on the New York Stock  Exchange and such reports,  proxy  statements,  and other
information  concerning  the Company can also be inspected at the offices of the
New York Stock Exchange,  Public Reference  Section,  20 Broad Street, New York,
New York.  Statements  contained  in this  Prospectus  as to the contents of any
agreement or other document are not necessarily  complete,  and in each instance
reference is made to the copy of such  agreement or document filed as an exhibit
to the  Registration  Statement,  each such  statement  being  qualified  in all
respects by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents,  which have been filed by the Company with the
Commission  under the  Securities Act and the Exchange Act are  incorporated  by
reference in this Prospectus:

1.   Annual Report on Form 10-K for the year ended December 31, 1995;

2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

3.   Amendment to Quarterly Report on Form 10-Q/A for the quarter ended
     March 31, 1996;

4.   Current Report on Form 8-K dated February 1, 1996;

5.   Amendment to Current Report on Form 8-K/A dated February 1, 1996; and

6.   The description of the common stock, par value $.01 par share, set forth in
     the section entitled  "Description of Regency  Securities" in the Company's
     Registration  Statement on Form S-4 filed with the  Commission  on March 4,
     1994 (File No.  33-52497),  including any amendment or report filed for the
     purpose of updating such information.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the  termination of the offering made hereby shall be deemed to be  incorporated
by  reference  herein and to be a part  hereof from the  respective  dates those
documents  are filed.  Any  statement  contained in a document  incorporated  or
deemed to be incorporated  by reference  herein and to be a part hereof shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus. The Company will provide without charge to
each person to whom this  Prospectus is delivered,  upon written or oral request
of that person,  a copy of any or all of the documents which have been or may be
incorporated  by reference in this  Prospectus  (other than certain  exhibits to
those documents).  Requests should be directed to Regency Health Services, Inc.,
2742 Dow  Avenue,  Tustin,  California  92780-7245,  Attention:  David A.  Grant
(telephone 714-544-4443).

     THE COMPANY Regency Health Services,  Inc. is one of the largest post-acute
care providers in the United States,  with operations in 14 states.  The Company
provides a broad continuum of post-acute care through  in-patient  services such
as subacute care, skilled nursing care,  intermediate care and residential care,
together with ancillary  services such as  rehabilitation,  home  healthcare and
pharmacy services.

     The Company provides in-patient care in 112 facilities with an aggregate of
11,541 licensed beds. In addition, the Company provides contract  rehabilitation
services,  including physical, speech, occupational and audiology therapy in 133
Company-owned and non-affiliated facilities with approximately 14,600 beds in 14
states.  The Company  also  provides  pharmacy  services in three  states to 131
Company-owned and non-affiliated healthcare facilities with over 12,000 beds. To
augment the  continuum  of care  provided,  the Company  offers home  healthcare
services in 29 locations in California and Ohio.

RISK FACTORS 

     In addition to the other information contained or incorporated by reference
in this  Prospectus,  prospective  purchasers  of the Common  Stock  should give
careful consideration to the specific factors set forth below.

     Dependence  on  Reimbursement  from  Medicare and  Medicaid.  The Company's
business is dependent upon its ability to obtain and maintain reimbursement from
Medicare and Medicaid.  The Company derives a significant  percentage of its net
operating revenue from Medicaid (known as Medi-Cal in California); and Medicare.
In addition,  a substantial  portion of ancillary  services that are provided by
the Company to both Company-owned and  non-affiliated  facilities are ultimately
reimbursed by Medicare and  Medicaid.  However,  the revenue  derived from these
services is not classified as Medicare or Medicaid  since the facilities  served
are billed directly and are subsequently  reimbursed by these programs.  Charges
to non-affiliates,  though not directly  regulated,  are effectively  limited by
regulatory  reimbursement  policies  imposed on the in-patient  facilities whose
patients receive these therapy services,  as well as competitive market factors.
These  government-sponsored  healthcare  programs are highly  regulated  and are
subject to  budgetary  and other  constraints.  In  addition,  these  government
programs have instituted  cost-containment  measures  designed to limit payments
made to healthcare providers. Furthermore, government reimbursement programs are
subject  to  statutory  and  regulatory  changes,   administrative  rulings  and
interpretations,    determinations   of   intermediaries,   government   funding
restrictions  and  retroactive  reimbursement  adjustments,  all of which  could
materially increase or decrease the services covered by such programs, the rates
paid to healthcare providers for their services, or the eligibility of providers
to  receive  reimbursement.  In  addition,  there can be no  assurance  that the
Company's  facilities and the provision of services by the Company in the future
will continue to meet the requirements for participation in Medicare or Medicaid
programs as presently enacted or as they may be changed.

     In  addition,  the  Company's  cash flow  could be  adversely  affected  by
periodic  government program funding delays,  shortfalls or other  difficulties,
such as that which occurred in 1995 when the State of California failed to adopt
a new  budget  prior  to the end of the  1994-1995  fiscal  year.  As a  result,
Medi-Cal delayed reimbursement payments for several weeks. Medi-Cal also delayed
payments and rate increases for several weeks in 1990 and 1991. In addition,  in
1992,  as a result of the failure by the State of  California  to adopt a budget
prior to the end of the 1991-1992  fiscal year,  Medi-Cal  reimbursed  providers
with  registered  warrants,  which many banks  refused to redeem at face  value.
There can be no assurance  that the Company will be able to mitigate the effects
of any future funding delays.

     Substantial  Leverage.  The Company has a significant amount of outstanding
indebtedness.  In the event that the Company's cash flow and working capital are
not  sufficient  to  fund  the  Company's   expenditures   and  to  service  its
indebtedness,  the Company would be required to raise  additional  funds through
the  sale  of  equity  securities,  the  refinancing  of  all  or  part  of  its
indebtedness,  the incurrence of additional permitted Indebtedness,  or the sale
of assets. There can be no assurance that any of these sources of funds would be
available in amounts sufficient for the Company to meet its obligations.

     The  Company's  credit  facility and the  indentures  pursuant to which the
Company has issued senior subordinated notes and subordinated notes include, and
subsequent  indebtedness  or working  capital  facilities may include  covenants
prohibiting or limiting,  among other things,  the sale of assets, the making of
acquisitions and other  investments,  capital  expenditures,  stock repurchases,
repurchases or redemptions  of  subordinated  debt, the incurrence of additional
debt and  liens  and the  payment  of  dividends,  in  addition  to a number  of
financial covenants. The Company's ability to comply with these terms (including
its ability to comply with such  covenants),  to make cash payments with respect
to its indebtedness and to otherwise satisfy its debt obligations will depend on
the future performance of the Company.  The Company's failure to comply with any
of these  covenants  could result in an event of default under its  indebtedness
which in turn could have a material adverse effect on the Company.  In the event
the Company incurs  additional  indebtedness  for acquisitions or purposes other
than repayment of  indebtedness,  the Company may become more vulnerable to, and
have less flexibility in satisfying its obligations in the event of a decline in
the Company's revenues (which could result from, among other factors,  increased
competition,  adverse  regulatory  developments  or an economic  downturn).  The
Company's high degree of leverage may impair its ability to obtain  financing in
the future for  acquisitions,  capital  expenditures or other purposes.  Risk of
Adverse  Effect of Healthcare  Reform.  In the recently  enacted  federal budget
deficit reduction bill, various reimbursement rules and regulations were adopted
by the federal government that pertain to the Company.  There have been (and the
Company  expects that there will continue to be) a number of other  proposals to
limit Medicare and Medicaid  reimbursement for healthcare services.  The Company
cannot  predict at this time  whether  any of these types of  proposals  will be
adopted or, if adopted and implemented, what effect such proposals would have on
the  Company.  There  can be no  assurance  that  currently  proposed  or future
healthcare  legislation or other changes in the administration or interpretation
of those  programs  will not have an  adverse  effect  on the  Company,  or that
payments under governmental programs will remain at levels comparable to present
levels or will be  sufficient to cover the cost  allocable to patients  eligible
for reimbursement pursuant to such programs. Concern about the potential effects
of the proposed  reform measures has contributed to the volatility of the prices
of securities of companies in healthcare and related fields.

     Government  Regulation.  The in-patient  healthcare  industry is subject to
extensive federal,  state and local licensure and certification laws. In-patient
facilities and home healthcare agencies are often subject to certificate of need
requirements, the effect of which is to significantly limit internal growth, and
are also subject to annual and routine interim inspections to monitor compliance
with government regulations. Certain laws establish minimum healthcare standards
and provide for significant  remedies or  non-compliance  including  fines,  new
patient admission  moratoriums,  federal or state monitoring of operations,  and
closure  of  facilities.  Changes  in  applicable  laws and  regulations  or new
interpretations  of existing laws and regulations  could have a material adverse
effect on licensure,  eligibility  for  participation,  permissible  activities,
operating costs or the levels of reimbursement  from  governmental,  private and
other sources.  There can be no assurance that regulatory  authorities  will not
adopt changes or  interpretations  that could adversely affect the Company.  The
failure to maintain or renew any required regulatory approvals or licenses could
prevent  the  Company  from  offering   existing   services  or  from  obtaining
reimbursement.  In certain circumstances,  failure of compliance at one facility
may  affect  the  ability  of the  Company  to obtain or  maintain  licenses  or
approvals under Medicare and Medicaid programs at other facilities.

     Recently effective  provisions of the regulations adopted under the Omnibus
Budget  Reconciliation  Act of 1987 ("OBRA") have expanded remedies available to
the Health Care Financing Administration ("HCFA") to enforce compliance with the
detailed   regulations   mandating  minimum   healthcare   standards,   and  may
significantly  affect the  consequences  to the  Company if annual or other HCFA
facility surveys disclose noncompliance with these regulations. Remedies include
fines, new patient admission  moratoriums,  denial of reimbursement,  federal or
state  monitoring  of  operations,  closure of  facilities  and  termination  of
provider reimbursement agreements.

     The Company is also subject to federal and state laws that govern financial
and other arrangements between healthcare  providers.  These laws often prohibit
certain  direct and  indirect  payments or  fee-splitting  arrangements  between
healthcare  providers  that are designed to induce or encourage  the referral of
patients  to,  or the  recommendation  of, a  particular  provider  for  medical
products and services.  These laws include 3. the federal  "Stark  legislations"
which  prohibit,  with  limited  exceptions,  physician  ownership  of ancillary
service providers, and 4. the federal "anti-kickback law" which prohibits, among
other  things,  the  offer,  payment,  solicitation  or  receipt  of any form of
remuneration  in return for the referral of Medicare and Medicaid  patients.  In
addition, some states restrict certain business relationships between physicians
and other  providers  of  healthcare  services.  Many states  prohibit  business
corporations from providing, or holding themselves out as a provider of, medical
care.  Possible  sanctions  for  violation  of  any  of  these  restrictions  or
prohibitions  include  loss  of  licensure  or  eligibility  to  participate  in
reimbursement  programs and civil and criminal  penalties.  These laws vary from
state to state,  are often vague and have seldom been  interpreted by the courts
or regulatory agencies.  From time to time the Company has sought guidance as to
the interpretation of these laws;  however,  there can be no assurance that such
laws will ultimately be interpreted in a manner consistent with the practices of
the Company.

     The  Company is unable to predict the future  course of federal,  state and
local  regulation  or  legislation,  including  Medicare,  Medicaid and Medi-Cal
statutes and regulations. Further changes in the regulatory framework could have
a material adverse effect on the Company's operations.

     Related Party Transactions. Medicare regulations that apply to transactions
between related parties, such as between subsidiaries of the Company,  determine
in part the amount of Medicare  reimbursement the Company is entitled to receive
for contract  rehabilitation  therapy and pharmacy  services that it provides to
Company-operated  facilities.  These regulations  generally require that, amount
other things, 5. the Company's  rehabilitation therapy and pharmacy subsidiaries
must each be a bona fide separate  organization;  6. a  substantial  part of the
contract  rehabilitation  therapy services or pharmacy services, as the case may
be, of the relevant subsidiary must be transacted with non-affiliated  entities,
and there must be an open,  competitive  market for the  relevant  services;  7.
contract  rehabilitation therapy services and pharmacy services, as the case may
be, are services that commonly are obtain by  in-patient  facilities  from other
organizations  and are not a basic element of patient care ordinarily  furnished
directly  to  patients  by such  facilities;  and 8. the  prices  charged to the
Company's  in-patient   facilities  by  its  contract   rehabilitation   therapy
operations  subsidiary and pharmacy operations  subsidiaries are consistent with
the  charges  for such  services  in the open market and no more than the prices
charged  by  its  contract  rehabilitation  therapy  operations  subsidiary  and
pharmacy   operations    subsidiaries   under   comparable    circumstances   to
non-affiliated  in-patient  facilities.  The Company  believes  that each of the
foregoing  requirements  is currently  being  satisfied with respect to both its
contract  rehabilitation  therapy and pharmacy subsidiaries.  Consequently,  the
Company has claimed and  received  reimbursement  under  Medicare  for  contract
rehabilitation therapy services (since the acquisition of SCRS in July 1995) and
pharmacy  services  (beginning in January 1996)  provided to patients in its own
facilities  at a higher rate than if it did not satisfy these  requirements.  If
the  Company  is  unable  to  satisfy  these  regulations  in  the  future,  the
reimbursement  the Company  receives  for  contract  rehabilitation  therapy and
pharmacy services  provided to its own facilities would be materially  adversely
affected. If, upon audit by relevant reimbursement  agencies, such agencies find
that the requirements of any of these regulations has not been satisfied and if,
after  appeal,  such  findings are  sustained,  the Company could be required to
refund  some  or all of the  difference  between  its  cost of  providing  these
services and the higher amount  actually  received.  While the Company  believes
that it has satisfied and will continue to satisfy these regulations,  there can
be no  assurance  that its  position  would  prevail if  contested  by  relevant
reimbursement agencies.

     Dependence on California.  The Company's  billings to Medi-Cal  represent a
significant portion of net operating revenue. California has a less generous and
more heavily regulated healthcare  reimbursement system, that typically provides
for  lower  reimbursement  rates,  than  do a  majority  of  other  states,  and
historically  has  enforced  its  regulations  more  strictly  than  most  other
jurisdictions.  In addition, California has a higher applicable minimum wage and
higher workers'  compensation  costs than most other states.  The Company may be
materially and adversely affected by the failure of Medi-Cal reimbursement rates
to increase in proportion to cost  increases,  by any reduction in the levels of
reimbursement,  or by healthcare reform measures that substantially increase its
operating costs.  Further,  there have been, and there are likely to continue to
be, strong  legislative  pressures to avoid increases in Medi-Cal  reimbursement
levels and to impose  reductions  in such  payments.  The budget  adopted by the
State of California for the 1995-1996  fiscal year (which commenced July 1, 1995
and  ends  June  30,  1996)   included  no  increase  or  decrease  in  Medi-Cal
reimbursement rates.

     Expansion  Risk. The Company intends to pursue a strategy of growth through
strategic  acquisitions.  This  growth  is  likely  to  increase  the  operating
complexity  of the  Company,  as well as the  level of  responsibility  for both
existing and new management  personnel.  In addition,  there can be no assurance
that the Company will find suitable acquisition candidates.

     The Company's  growth strategy  includes the selective  acquisition of both
new  facilities as well as other service  providers.  The Company incurs certain
costs and operating  inefficiencies  in connection with the acquisition of a new
facility   relating  to  the  integration  of  such  facility's   financial  and
administrative  system,  physical plant and other aspects of its operations into
those of the Company. In addition,  the introduction of a substantial portion of
the  Company's  ancillary  services to a new facility may take as long as twelve
months to fully  implement.  There can be no assurance  that each of the service
providers the Company may acquire will be profitable following such acquisition.
The acquisition of a service provider that is not profitable, or the acquisition
of  new   facilities   that  result  in   significant   integration   costs  and
inefficiencies,  could adversely affect the Company's profitability. The Company
expects to finance  new  acquisitions  from a  combination  of the cash on hand,
funds from operations and borrowings under its credit facility. Depending on the
number,  size and timing of such  transactions,  the  Company  may in the future
require additional financing in order to continue to make acquisitions. There is
no assurance that such  additional  financing,  if any, will be available to the
Company on acceptable  terms.  In addition,  certain of the Company's  financing
arrangements  include  limitations on the Company's  ability to incur additional
indebtedness.

     Uncertainty of  Litigation.  The Company is from time to time sued by or on
behalf  of  patients  at one or more  of its  facilities  or to whom  healthcare
services were provided seeking to recover for injuries  sustained as a result of
alleged  errors and  omissions.  Often these suits also allege that the injuries
resulted from intentional actions or omissions of healthcare  personnel for whom
the Company is  asserted to have legal  responsibility,  and  consequently  seek
awards  of  punitive  damages.  The  Company  also is from  time to time sued by
persons claiming that their employment by the Company was improperly terminated,
that they were denied  employment  or promotions  because of their race,  creed,
religion,  gender,  ethnic origin or sexual  orientation,  or that they suffered
other tortious conduct, which suits seek awards of compensatory,  incidental and
punitive damages.  Although the Company maintains insurance for its professional
errors and  omissions,  it is not insured for damages  sustained  as a result of
wrongful  termination  or  intentional  torts,  nor for  punitive  damages.  The
Company's  financial  condition  and results of  operations  could be  adversely
affected by a  significant  award of damages  that is not covered by  insurance.
However, the Company is not aware of any pending litigation for which it has not
established an  appropriate  reserve or for which,  in the Company's  opinion it
does not have valid legal defenses.

     Control by Stockholder  Groups and Officers and  Directors.  Based on their
filings on Schedule 13D, two stockholder groups reported beneficial ownership of
approximately 21% and 7%, on a primary basis, respectively, of the Common Stock,
and the officers and directors of the Company have reported beneficial ownership
of  approximately  9%, on a primary basis,  of the Common Stock.  As a result of
such holdings, these stockholder groups and the Company's officers and directors
have the ability to exert significant  influence over the outcome of all matters
submitted to the Company's stockholders for approval,  including the election of
directors.

     Dependence  on Key  Personnel.  The Company is dependent on the  management
experience and continued services of the Company's executive offers. The loss of
the  services  of one or more of such  officers  for  any  reason  could  have a
material adverse effect on the Company's  business.  In addition,  the Company's
continued growth depends on its ability to attract and retain skilled employees,
and on  the  ability  of  its  officers  and  key  employees  to  manage  growth
successfully.

     Competition.  The Company operates in a highly  competitive  industry.  The
Company's  facilities,   pharmacy  operations,   home  healthcare  agencies  and
therapists  generally  operate in  communities  that are also  served by similar
facilities  and  agencies  operated by others.  Some  competing  facilities  and
agencies  provide  services  that are not  offered by the  Company  and some are
operated by entities  having  greater  financial and other  resources and longer
operating  histories  than  the  Company.  In  addition,  some are  operated  by
nonprofit   organizations  or  government   agencies  supported  by  endowments,
charitable contributions,  tax revenues and other sources that are not available
to the Company.  There can be no assurance  that the Company will not  encounter
increased  competition in the future that would  adversely  affect the Company's
results of operations.

     Forward-Looking  Statements.  This  Prospectus  (including  the  statements
incorporated  by  reference)  contains  forward-looking  statements  within  the
meaning  of Section  27A of the  Securities  Act.  Discussions  containing  such
forward-looking  statements  may be  found  in the  material  set  forth  in the
Company's  annual and quarterly  reports,  under  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations  Liquidity and Capital
Resources"  and  "Business,"  as well as within this  Prospectus  (including the
statements incorporated by reference), generally. In addition, when used in this
Prospectus  (including the  statements  incorporated  by  reference),  the words
"believes,"  "anticipates,"  "expects," and similar  expressions are intended to
identify forward-looking  statements. Such statements are subject to a number of
risks and  uncertainties.  Actual results in the future could differ  materially
from  those  described  in the  forward-looking  statements  as a result of risk
factors set forth above (which list may not be  exhaustive)  and the matters set
forth in this  Prospectus  (including the statements  incorporated by reference)
generally.  The Company does not undertake to publicly  release any revisions to
these forward-looking statements to reflect any future events or circumstances.

                                 USE OF PROCEEDS

         The Company will not receive any  proceeds  from the sale of the shares
of Common Stock covered by this Prospectus.  The Company will, however,  receive
proceeds  from the  exercise of the Options in an amount  equal to the number of
shares of Common Stock  purchased  upon  exercise of Options  multiplied  by the
exercise price of such Options, the closing price on the New York Stock Exchange
for the Common  Stock on the date of grant of the  Options.  Any net proceeds to
the  Company  resulting  from the  exercise of such  securities  may be used for
general working capital purposes.

                              SELLING SHAREHOLDERS

         The  persons  that may offer  shares of Common  Stock  pursuant to this
Prospectus  (the "Selling  Shareholders")  are persons that have heretofore been
granted  shares of Common  Stock and Options  pursuant to the Plan.  Each of the
Selling  Shareholders serves as a non-employee  director of the Company.  All of
the 120,000 shares of Common Stock of the Company offered by this Prospectus are
being  offered for the account of the Selling  Shareholders.  All of such shares
are shares  that may  hereafter  be acquired  by Selling  Shareholders  upon the
exercise of Options that have  heretofore  been granted to Selling  Shareholders
pursuant  to the Plan.  Selling  Shareholders  that are  currently  identifiable
(i.e.,  that currently hold options granted  pursuant to the Plan), are named in
the table below.  Additional  Selling  Stockholders  may be named in one or more
supplements to this Prospectus.

         The  following  table sets forth  certain  information  concerning  the
Selling Shareholders as of the date of this Prospectus:
Percentage of Common Shares
                                            Owned
                                  --------------- ---------------

                                           Number of
                          Common Shares     Shares
                          Beneficially     Offered         Before        After
   Name (1)               Owned (2)       for Resale     Offer (10)     Sale (11)
   ---------              ---------       -----------    ----------     ---------
John W. Adams               57,564         16,000(3)        *               *
Gregory S. Anderson        572,707         24,000(4)       3.4%            3.3%
Tony M. Astorga             25,000         24,000(5)        *               *
Robert G. Coo               39,199         16,000(6)        *               *
Cecil R. Mays              109,774          8,000(7)        *               *
John F. Nickoll            501,893         16,000(8)       3.0%            2.9%
Arthur J. Pasmas            18,000         16,000(9)        *               *
- ---------------                                                                

* represents less than 1%

(1)  The address of each such individual is c/o Regency Health  Services,  Inc.,
     2742 Dow Avenue, Tustin, California 92780-7245.

(2)  For purposes of this table,  a person or group of persons is deemed to have
     "beneficial  ownership" of any shares of a given date which such person has
     the right to acquire within 60 days after such date.

(3)  Includes 4,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $15.00 per share and 6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $10.50 per share,  all of which may be offered for
     resale pursuant to this Prospectus.

(4)  Includes 6,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $10.44  per  share,  6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $15.00 per share and 6,000  shares of Common Stock
     issuable  upon  exercise  of  options  granted  pursuant  to the Plan at an
     exercise price of $10.50 per share,  all of which may be offered for resale
     pursuant to this Prospectus.

(5)  Includes 6,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $10.44  per  share,  6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $15.00 per share and 6,000  shares of Common Stock
     issuable  upon  exercise  of  options  granted  pursuant  to the Plan at an
     exercise price of $10.50 per share,  all of which may be offered for resale
     pursuant to this Prospectus.

(6)  Includes 4,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $15.00 per share and 6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $10.50 per share,  all of which may be offered for
     resale pursuant to this Prospectus.

(7)  Includes  2,000  shares of Common  Stock  granted  pursuant to the Plan and
     6,000  shares of Common Stock  issuable  upon  exercise of options  granted
     pursuant to the Plan at an exercise price of $10.50 per share, all of which
     may be offered for resale pursuant to this Prospectus.

(8)  Includes 4,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $15.00 per share and 6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $10.50 per share,  all of which may be offered for
     resale pursuant to this Prospectus.

(9)  Includes 4,000 shares of Common Stock granted  pursuant to the Plan,  6,000
     shares of Common Stock issuable upon exercise of options  granted  pursuant
     to the Plan at an  exercise  price of $15.00 per share and 6,000  shares of
     Common Stock issuable upon exercise of options granted pursuant to the Plan
     at an exercise  price of $10.50 per share,  all of which may be offered for
     resale pursuant to this Prospectus.

(10) Percentages are based upon  16,712,285  shares issued and outstanding as of
     May 15,  1996.  All figures  assume no  exercise  of any  warrants or other
     outstanding  options,  other  than with  respect to those set forth for the
     individual persons listed in the above table, pursuant to Rule 13d-3 of the
     Exchange Act.

(11) Does not constitute a commitment to sell any or all of the stated number of
     shares of Common Stock to be registered. The number of shares to be offered
     shall be determined  from time to time by each Selling  Shareholder  at his
     sole discretion.
PLAN OF DISTRIBUTION

     The Selling  Shareholders are offering the shares of Common Stock for their
own account and not for the account of the Company. The Company will not receive
any proceeds from the sales by the Selling Shareholders.
See "Use of Proceeds."

     The shares of Common Stock offered by the Selling  Shareholders may be sold
from  time  to time by the  Selling  Shareholders  directly  to  purchasers  or,
alternatively, may be offered from time to time through agents, brokers, dealers
or  underwriters,  who may receive  compensation  in the form of  concessions or
commissions from the Selling  Shareholders or purchasers of the shares of Common
Stock (which compensation may be in excess of customary  commissions).  Sales of
the shares of Common Stock may be made in one or more  transactions  through the
New  York  Stock  Exchange,  otherwise  in the  over-the-counter  market,  or in
privately  negotiated  transactions or otherwise,  and such sales may be made at
the  market  price  prevailing  at the time of  sale,  a price  related  to such
prevailing market price or a negotiated price.

     Under the Exchange Act and the regulations  thereunder,  any person engaged
in the distribution of the shares of Common Stock of the Company offered by this
Prospectus  may not  simultaneously  engage in  market  making  activities  with
respect  to the shares of Common  Stock of the  Company  during  the  applicable
"cooling  off"  periods  prior  to the  commencement  of such  distribution.  In
addition,  and without limiting the foregoing,  such Selling Shareholder will be
subject  to  applicable  provisions  of the  Exchange  Act  and  the  rules  and
regulations  thereunder  including,  without limitation,  Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of shares of Common
Stock by the Selling Shareholders.

     To the extent  required,  the  Company  will use its best  efforts to file,
during  any  period  in  which  offers  or sales  are  being  made,  one or more
supplements to this Prospectus to describe any material information with respect
to the plan of distribution  not previously  disclosed in this Prospectus or any
material change to such information in this Prospectus.

                                 LEGAL MATTERS

     The validity of the shares of Common  Stock that may be offered  hereby has
been passed upon for the Company by Sidley & Austin,  555 West Fifth Street, Los
Angeles, California 90013.

                                     EXPERTS

     The financial  statements and schedules  incorporated in this Prospectus by
reference to the Annual Report on Form 10-K have been audited by Arthur Andersen
LLP, public accountants,  as indicated in their reports with respect thereto and
are  included  herein in reliance  upon  authorities  of said firm as experts in
accounting and auditing.
PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents which have heretofore been filed by Regency Health
Services, Inc. (the "Company" or the "Registrant"), with the Commission pursuant
to the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  are
incorporated by reference herein and shall be deemed to be a part hereof:

(1)  The Company's Annual Report on Form 10-K for the year ended December 31,
     1995;

(2)  The Company's Quarterly Report on Form 10-Q for the period ended March 31,
     1996;

(3)  An amendment to the Company's Quarterly Report on Form 10-Q/A for the
     period ended March 31, 1996;

(4)  The Company's Current Report on Form 8-K dated February 1, 1996;

(5)  An amendment to the Company's Current Report on Form 8-K/A dated
     February 1, 1996; and

(6)  The  description of the Company's  common stock,  par value $.01 per share,
     set forth in the section  entitled  "Description of Regency  Securities" in
     the Company's Registration Statement on Form S-4, filed with the Commission
     on March 4, 1994 (File No.  33-52497),  including  any  amendment or report
     filed for the purpose of updating such information.

     In  addition,  all  documents  filed by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  in this  Registration  Statement  and made a part  hereof  from their
respective dates of filing (such documents,  and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents");  provided,  however,
that the  documents  enumerated  above  or  subsequently  filed  by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made by this Registration Statement is in effect prior
to the filing with the  Commission of the  Company's  Annual Report on Form 10-K
covering such year shall not be  Incorporated  Documents or be  incorporated  by
reference in this Registration  Statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company is incorporated in the State of Delaware.  Under Section 145 of
the General  Corporation  Law of the State of Delaware (the "DGCL"),  a Delaware
corporation  generally  has the  power  to  indemnify  its  present  and  former
directors  and officers  against  expenses and  liabilities  incurred by them in
connection  with any suit to which they are,  or are  threatened  to be made,  a
party by reason of their  serving  in those  positions  so long as they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the company, and with respect to any criminal action, they
had no  reasonable  cause to believe  their  conduct was  unlawful.  The statute
expressly  provides  that  the  power to  indemnify  authorized  thereby  is not
exclusive  of  any  rights  granted  under  any  by-law,   agreement,   vote  of
stockholders or disinterested  directors, or otherwise. The Restated Certificate
of  Incorporation of the Company ("the Restated  Certificate")  and the Restated
Bylaws  of the  Company  ("Restated  Bylaws")  provide  that the  Company  shall
indemnify,  defend  and hold  harmless  any and all of its  existing  and former
directors,  advisory directors, officers and agents from and against any and all
losses,  claims,  damages,  expenses,  fees or  liabilities,  whether  joint  or
several,  incurred by each of them  including but not limited to all legal fees,
judgments,  penalties or amounts paid in defense,  settlement or compromise, all
of which may arise or be  incurred,  rendered  or levied in any legal  action or
administrative  proceeding  brought to threatened  against any of them for or on
account of any action or omission while acting as a director, advisory director,
officer or agent of the Company.

     Section  102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision  eliminating  or limiting  the  personal  liability of a
director to the corporation or its  stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for such breach of the director's  duty
of loyalty to the  corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of  law,   (iii)  under  Section  174  (relating  to  liability  for  authorized
acquisitions  or redemptions of, or dividends on, capital stock) of the DGCL, or
(iv) for any transactions  from which the director derived an improper  personal
benefit. The Restated Certificate contains such a provision.

     The preceding discussion of the Restated  Certificate,  the Restated Bylaws
and Section 145 of the DGCL is not intended to be exhaustive and is qualified in
its entirety by the Restated Certificate, the Restated Bylaws and Section 145 of
the DGCL.

Item 7.  Exemption from Registration Claimed.

     The  shares of Common  Stock to be  reoffered  or resold  pursuant  to this
Registration  Statement  were,  or will be,  issued by the  Company  pursuant to
restricted  stock awards and options granted under the Company's  Director Stock
Plan  prior to the  filing of this  Registration  Statement.  Such  awards  were
granted solely to eligible  participants who were non-employee  directors of the
Company under the exemption provided by Section 4(2) of the Act.
Item 8.  Exhibits.

     The following exhibits are filed with this Registration Statement.

     Exhibit           Description
     Number
- -------------------------------------------------------------------------
     4.1       Regency Health Services, Inc. Directors Stock
               Plan. (Incorporated by reference to the Company's
               1993 Proxy Statement dated December 10, 1993 (File
               No. 1-11144)(the "1993 Proxy Statement")).

     4.2       Form of Stock Option Agreement for the Directors Stock Plan.

     4.3       Form of Indenture, dated as of March 23, 1993
               between Regency Health Services, Inc. and Chemical
               Trust Company of California as Indenture Trustee
               (Incorporated by reference to the Company's
               Registration Statement of Form S-1 (No. 33-53590)).

     4.4       Form of  Indenture,  dated as of  October  12,  1995,  for 9-7/8%
               Senior   Subordinated   Notes  due  2002,  among  Regency  Health
               Services, Inc., the Subsidiary Guarantors named therein
               and U.S.  Trust Company of California,
               N.A.,  as  Trustee   (Incorporated  by
               reference  to  the  Company's  Current
               Report  on Form 8-K dated  August  24,
               1995 (File No. 1-11144)).

     4.5       Voting  Agreement,  dated as of December 27,  1993,  by and among
               Regency Health Services,  Inc. and the stockholders named therein
               (Incorporated  reference to the Company's  and Care  Enterprises,
               Inc.'s  Joint  Proxy  Statement  dated  March 7, 1994 (the "Joint
               Proxy Statement")).

     4.6       Voting Agreement, dated as of December 27, 1993,
               by and between Care Enterprises, Inc. and the
               stockholders named therein (Incorporated by
               reference to the Joint Proxy Statement).

     4.7       Second Amended and Restated Registration Rights
               Agreement, dated as of January 31, 1994 among
               Regency Health Services, Inc., Care Enterprises,
               Inc. and the stockholders named therein
               (Incorporated by referenced to the Joint Proxy
               Statement).

     4.8       Registrant's Long-Terms Incentive Plan
               (Incorporated by reference to the 1993 Proxy
               Statement).

     4.9       Amendment to Regency Health Services, Inc.
               Long-Terms Incentive (Incorporated by reference to
               the Joint Proxy Statement).

     5.1       Opinion of Sidley & Austin.

    23.1       Consent of Sidley & Austin (Incorporated by
               reference to Exhibit 5.1 hereof).

    23.2       Consent of Arthur Andersen LLP.
Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933, as amended (the "Securities
               Act");

         (ii)  To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement;

         (iii) To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission  by the Company  pursuant to Section 13 or Section  15(d) of the
     Exchange  Act  that  are  incorporated  by  reference  in the  Registration
     Statement.

     (2)  That,  for  the  purpose  of   determining   any
          liability   under   the   Securities   Act,   each  such
          post-effective  amendment  shall be  deemed  to be a new
          registration   statement   relating  to  the  securities
          offered therein,  and the offering of such securities at
          that time  shall be deemed to be the  initial  bona fide
          offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being  registered  hereby which remain unsold at the
          termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Tustin, State of California, on the 27th day of
June, 1996.

                          REGENCY HEALTH SERVICES, INC.

                            By /s/ Richard K. Matros
                               -------------------------------
                                Richard K. Matros
                                President and
                                Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

    Signature                                      Title                        Date
/s/ Richard K. Matros
- -----------------------                 President, Chief Executive
Richard K. Matros                       Officer and Director                June 24, 1996

 /s/ Bruce D. Broussard
- -----------------------                 Chief Financial Officer             June 24, 1996
Bruce D. Broussard                      (Principal Financial Officer)

 /s/ John W. Adams
- -----------------------                 Director                            June 24, 1996
John W. Adams

 /s/ Gregory S. Anderson
- -----------------------                 Director                            June 24, 1996
Gregory S. Anderson

 /s/ Tony M. Astorga  
- -----------------------                 Director                            June 24, 1996
Tony M. Astorga
   
 /s/ Robert G. Coo
- -----------------------                 Director                            June 24, 1996
Robert G. Coo

 /s/ John F. Nickoll
- -----------------------                 Director                            June 24, 1996
John F. Nickoll

 /s/ Arthur J. Pasmas
- -----------------------                 Director                            June 20, 1996
Arthur J. Pasmas
INDEX TO EXHIBITS
                                                                                                    Sequentially
       Exhibit                                                                                        Numbered
       Number                         Description
                                                                                                    Page
4.1              Directors Stock Plan (Included as Exhibit A to the
                        Company's 1993 Proxy Statement dated December 10, 1993
                        (File No. 1-11144) (the "1993 Proxy Statement)).

       4.2              Form of Stock Option Agreement for the Directors Stock
                        Plan.

       4.3              Form of Indenture, dated as of March 23, 1993 between
                        Regency Health Services, Inc. and Chemical Trust
                        Company of California, as Indenture
                        Trustee (Included as Exhibit 4.3 to the Company's
                        Registration Statement of Form S-1 (No. 33-53590)).

       4.4              Form of  Indenture,  dated as of October 12,  1995,  for
                        9-7/8% Senior Subordinated Notes due 2002, among Regency
                        Health Services,  Inc., the Subsidiary  Guarantors named
                        therein and U.S. Trust Company of  California,  N.A., as
                        Trustee  (Included  as  Exhibit  10.02 to the  Company's
                        Current  Report on Form 8-K dated  August 24, 1995 (File
                        No. 1-11144)).

       4.5              Voting Agreement,  dated as of December 27, 1993, by and
                        among Regency Health Services, Inc. and the stockholders
                        named therein  (Included as Exhibit 4.3 to the Company's
                        and Care Enterprises, Inc.'s Joint Proxy Statement dated
                        March 7, 1994 (the "Joint Proxy Statement")).

       4.6              Voting Agreement, dated as of December 27, 1993, by and
                        between Care Enterprises, Inc. and the stockholders
                        named therein (Included as Exhibit
                        4.4 to the Joint Proxy Statement).

       4.7              Second Amended and Restated Registration Rights
                        Agreement, dated as of January 31, 1994 among Regency
                        Health Services, Inc., Care Enterprises,
                        Inc. and the stockholders named therein (Included as
                        Exhibit 10.112 to the Joint Proxy Statement).

       4.8              Registrant's Long-Term Incentive Plan (Included as
                        Exhibit B to the 1993 Proxy Statement).

       4.9              Amendment to Regency Health Services, Inc. Long-Term
                        Incentive (Included as Exhibit 10.113 to the Joint
                        Proxy Statement).

       5.1              Opinion of Sidley & Austin.

       23.1             Consent of Sidley & Austin (Incorporated by reference
                        to Exhibit 5.1 hereof).

       23.2             Consent of Arthur Andersen LLP.