SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                           ---------

                            FORM S-8
                     REGISTRATION STATEMENT
                             Under
                   THE SECURITIES ACT OF 1933
                           ---------

                         NOVACARE, INC.
       (Exact name of issuer as specified in its charter)

             DELAWARE                                 13-3247827
     (State or other jurisdiction                  (I.R.S. Employer
          of incorporation                         Identification No.)
          or organization)
                           ---------

                     1016 West Ninth Avenue
              King of Prussia, Pennsylvania 19406
            (Address of principal executive offices)
                          ----------

                         NOVACARE, INC.
                  EXECUTIVE STOCK OPTION PLAN
                    (Full title of the plan)
                          ----------

                       TIMOTHY E. FOSTER
                           President
                         NovaCare, Inc.
                     1016 West Ninth Avenue
              King of Prussia, Pennsylvania 19406
                         (215) 992-7200
              (Name, address and telephone number,
           including area code, of agent for service)
                          -----------

                            Copy to:
                     PETER D. BEWLEY, Esq.
                         NovaCare, Inc.
                         1016 West Ninth Avenue
               King of Prussia, Pennsylvania 19406
                                        
                          -----------

Approximate date of commencement of proposed sale to the public:
                As soon as practicable after the
           Registration Statement becomes effective.
                          -----------

                CALCULATION OF REGISTRATION FEE
<TABLE>
=============================================================================
<CAPTION>
                                                                  
  Title of                   Proposed maximum   Proposed maximum    Amount of
securities to    Amount to       offering      aggregate offering registration
be registered be registered   price per share        price             fee
------------- --------------  ---------------   ---------------   ------------
<S>             <C>               <C>            <C>                <C>
Common Stock    3,500,000         $6.875         $24,062,500.00     $7291.67
($.01 par
value)
===============================================================================
</TABLE>
                       Page 1 of 9  pages
                                

                          PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The Company hereby states that (i) the documents listed in
(a) and (b) below are incorporated by reference in this Registration
Statement and (ii) all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment 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 to be a part hereof from the date of filing
of such documents.

          (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996, as amended.

          (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.

          (c)  The description of the Company's Common Stock contained
in the Company's registration statement on Form 8-A, filed on November
12, 1986.


Item 4.   Description of Securities.
          -------------------------
          Not applicable.


Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
          The legality of the securities registered hereunder has been
passed upon by Peter D. Bewley, Esq., an employee of the Company.  Mr.
Bewley, as of January 10, 1997, owned indirectly 10,000 shares of the
Company's Common Stock and directly options to purchase 110,461 shares
of the Company's Common Stock.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
          Under the provisions of Article SIXTH of the Certificate of
Incorporation of the Company, the Company is required to indemnify a
director or officer of the Company from and against any and all
expenses and liabilities that may be imposed upon or incurred by him
in connection with, or as a result of, any proceeding in which he may
become involved, as a party or otherwise, by reason of the fact that
he is or was such a director, officer, employee or agent of the
Company, whether or not he continues to be such at the time such
expenses and liabilities shall have been imposed or incurred, to the
extent permitted by the laws of the State of Delaware, as they may be
amended from time to time.

          Under the provisions of Article TWELFTH of the Certificate
of Incorporation of the Company, a director of the Company shall not
have personal liability to the Company or to any of its stockholders
for monetary damages for a breach of his fiduciary duty as a director,
except as otherwise provided by the laws of the State of Delaware.

          Under the provisions of Article IV, Section 13 of the By-
Laws of the Company, Directors are entitled to advancement of expenses
incurred in defending any actions against which they have a right of
indemnification from the Company provided that, if the laws of
Delaware require, advancement of expenses may be conditioned on an
undertaking to repay if a final judicial decision is made that the
director is not entitled to indemnification.

          The Company maintains indemnity insurance for its officers
and directors, insuring them against (i) expenses incurred by them in
any proceeding and (ii) any liabilities asserted against them in their
capacities as officers and/or directors of the Company.


Item 7.   Exemption from Registration Claimed.
          -----------------------------------
          Not applicable.


Item 8.   Exhibits.
          --------
          The Exhibits required to be filed as part of this
Registration Statement are listed in the attached Index to Exhibits.


Item 9.   Undertakings.
          ------------
          The undersigned Registrant hereby undertakes, except as
otherwise specifically provided in the rules of the Securities and
Exchange Commission promulgated under the Securities Act of 1933:

          (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;

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, 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; and

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

          The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this 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.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act
and will be governed by the final adjudication of such issue.

                           POWER OF ATTORNEY

          The Registrant and each person whose signature appears below
hereby appoints John H. Foster and Timothy E. Foster as
attorneys-in-fact with full power of substitution, severally, to
execute in the name and on behalf of the Registrant and each such
person, individually and in each capacity stated below, one or more
amendments (including post-effective amendments) to this Registration
Statement as the attorney-in-fact acting in the premises deems
appropriate and to file any such amendment to this Registration
Statement with the Securities and Exchange Commission.

                              SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
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 King of
Prussia and Commonwealth of Pennsylvania on the 10th day of January,
1997.

                              NOVACARE, INC.


                              By   /s/ John H. Foster
                                   -----------------------
                                       John H. Foster
                                 Chairman of the Board and
                                  Chief Executive Officer


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

       Signature                Title
      ------------             --------



   /s/John H. Foster            Director, Chairman of the Board
 -------------------------      and Chief Executive Officer
      John H. Foster            January 10, 1997



  /s/ Timothy E. Foster          Director, President          January 10, 1997 
  ------------------------      
      Timothy E. Foster         


 /s/ Robert E. Healy, Jr.        Sr. Vice President,          January 10, 1997
 --------------------------      Finance and Administration
     Robert E. Healy, Jr.        and Chief Financial Officer


 /s/  Barry E. Smith             Vice President, Controller   January 10, 1997
 --------------------------      and Chief Accounting Officer    
      Barry E. Smith             


  /s/ E. Martin Gibson           Director                     January 10, 1997
 --------------------------
      E. Martin Gibson



  /s/ Siri A. Marshall           Director                     January 10, 1997
  -------------------------
      Siri A. Marshall



 /s/ Stephen E. O'Neil           Director                     January 10, 1997
  --------------------------
     Stephen E. O'Neil



  /s/ George W. Siguler          Director                     January 10, 1997
  --------------------------
      George W. Siguler



  /s/ Robert G. Stone            Director                     January 10, 1997
 ----------------------------
      Robert G. Stone



  /s/ Daniel C. Tosteson, M.D.   Director                     January 10, 1997
  ----------------------------
      Daniel C. Tosteson, M.D.




                  Consent of Independent Accountants



We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 31, 1996
appearing on page 40 of NovaCare, Inc.'s Annual Report on Form 10-K
for the year ended June 30, 1996.



PRICE WATERHOUSE LLP
Philadelphia, PA
January 10, 1997





                     CONSENT OF COUNSEL


          The consent of Peter D. Bewley, Esq. is contained in his opinion 
filed as Exhibit 5 to this Registration Statement.




                     INDEX TO EXHIBITS


Number               Description of Exhibit               Page
------               ----------------------               ----

4(i)         -  Option Certificate evidencing
                options to purchase 1,877,888
                shares of Common Stock granted
                to John H. Foster

4(ii)        -  Option Certificate evidencing
                options to purchase 1,429,414
                shares of Common Stock granted
                to Timothy E. Foster

4(iii)       -  Option Certificate evidencing
                options to purchase 122,112
                shares of Common Stock granted
                to John H. Foster

4(iv)        -  Option Certificate evidencing
                options to purchase 70,586
                shares of Common Stock granted
                to Timothy E. Foster

5            -  Opinion of Peter D. Bewley, Esq.

23(i)        -  Consent of Price Waterhouse                          --
                (See "Consent of Independent 
                Accountants" in the Registration
                Statement)

23(ii)       -  Consent of Peter D. Bewley, Esq.                     --
                (contained in Exhibit 5)

24           -  Power of Attorney (See "Power                        --
                of Attorney" in the Registration
                Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15355}]
{"company-data": {"conformed-name": "NOVACARE INC", "cik": "0000802843", "assigned-sic": "8090", "irs-number": "133247827", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19621", "film-number": "97504510"}, "business-address": {"street1": "1016 W NINTH AVE", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406", "phone": "6109927200"}, "mail-address": {"street1": "1016 WEST NINTH AVENUE", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406"}, "former-company": {"former-conformed-name": "INSPEECH INC", "date-changed": "19891019"}}
SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                           ---------

                            FORM S-8
                     REGISTRATION STATEMENT
                             Under
                   THE SECURITIES ACT OF 1933
                           ---------

                         NOVACARE, INC.
       (Exact name of issuer as specified in its charter)

             DELAWARE                                 13-3247827
     (State or other jurisdiction                  (I.R.S. Employer
          of incorporation                         Identification No.)
          or organization)
                           ---------

                     1016 West Ninth Avenue
              King of Prussia, Pennsylvania 19406
            (Address of principal executive offices)
                          ----------

                         NOVACARE, INC.
                  EXECUTIVE STOCK OPTION PLAN
                    (Full title of the plan)
                          ----------

                       TIMOTHY E. FOSTER
                           President
                         NovaCare, Inc.
                     1016 West Ninth Avenue
              King of Prussia, Pennsylvania 19406
                         (215) 992-7200
              (Name, address and telephone number,
           including area code, of agent for service)
                          -----------

                            Copy to:
                     PETER D. BEWLEY, Esq.
                         NovaCare, Inc.
                         1016 West Ninth Avenue
               King of Prussia, Pennsylvania 19406
                                        
                          -----------

Approximate date of commencement of proposed sale to the public:
                As soon as practicable after the
           Registration Statement becomes effective.
                          -----------

                CALCULATION OF REGISTRATION FEE

=============================================================================
Title of                   Proposed maximum   Proposed maximum    Amount of
securities to    Amount to       offering      aggregate offering registration
be registered be registered   price per share        price             fee
------------- --------------  ---------------   ---------------   ------------
Common Stock    3,500,000         $6.875         $24,062,500.00     $7291.67
($.01 par
value)
===============================================================================
Page 1 of 9  pages
                                

                          PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The Company hereby states that (i) the documents listed in
(a) and (b) below are incorporated by reference in this Registration
Statement and (ii) all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment 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 to be a part hereof from the date of filing
of such documents.

          (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996, as amended.

          (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.

          (c)  The description of the Company's Common Stock contained
in the Company's registration statement on Form 8-A, filed on November
12, 1986.

Item 4.   Description of Securities.
          -------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
          The legality of the securities registered hereunder has been
passed upon by Peter D. Bewley, Esq., an employee of the Company.  Mr.
Bewley, as of January 10, 1997, owned indirectly 10,000 shares of the
Company's Common Stock and directly options to purchase 110,461 shares
of the Company's Common Stock.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
          Under the provisions of Article SIXTH of the Certificate of
Incorporation of the Company, the Company is required to indemnify a
director or officer of the Company from and against any and all
expenses and liabilities that may be imposed upon or incurred by him
in connection with, or as a result of, any proceeding in which he may
become involved, as a party or otherwise, by reason of the fact that
he is or was such a director, officer, employee or agent of the
Company, whether or not he continues to be such at the time such
expenses and liabilities shall have been imposed or incurred, to the
extent permitted by the laws of the State of Delaware, as they may be
amended from time to time.

          Under the provisions of Article TWELFTH of the Certificate
of Incorporation of the Company, a director of the Company shall not
have personal liability to the Company or to any of its stockholders
for monetary damages for a breach of his fiduciary duty as a director,
except as otherwise provided by the laws of the State of Delaware.

          Under the provisions of Article IV, Section 13 of the By-
Laws of the Company, Directors are entitled to advancement of expenses
incurred in defending any actions against which they have a right of
indemnification from the Company provided that, if the laws of
Delaware require, advancement of expenses may be conditioned on an
undertaking to repay if a final judicial decision is made that the
director is not entitled to indemnification.

          The Company maintains indemnity insurance for its officers
and directors, insuring them against (i) expenses incurred by them in
any proceeding and (ii) any liabilities asserted against them in their
capacities as officers and/or directors of the Company.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------
          Not applicable.

Item 8.   Exhibits.
          --------
          The Exhibits required to be filed as part of this
Registration Statement are listed in the attached Index to Exhibits.

Item 9.   Undertakings.
          ------------
          The undersigned Registrant hereby undertakes, except as
otherwise specifically provided in the rules of the Securities and
Exchange Commission promulgated under the Securities Act of 1933:

          (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;

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, 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; and

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

          The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this 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.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act
and will be governed by the final adjudication of such issue.

                           POWER OF ATTORNEY

          The Registrant and each person whose signature appears below
hereby appoints John H. Foster and Timothy E. Foster as
attorneys-in-fact with full power of substitution, severally, to
execute in the name and on behalf of the Registrant and each such
person, individually and in each capacity stated below, one or more
amendments (including post-effective amendments) to this Registration
Statement as the attorney-in-fact acting in the premises deems
appropriate and to file any such amendment to this Registration
Statement with the Securities and Exchange Commission.

                              SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
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 King of
Prussia and Commonwealth of Pennsylvania on the 10th day of January,
1997.

                              NOVACARE, INC.

                              By   /s/ John H. Foster
                                   -----------------------
                                       John H. Foster
                                 Chairman of the Board and
                                  Chief Executive Officer

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

       Signature                Title
      ------------             --------

   /s/John H. Foster            Director, Chairman of the Board
 -------------------------      and Chief Executive Officer
      John H. Foster            January 10, 1997

  /s/ Timothy E. Foster          Director, President          January 10, 1997 
  ------------------------      
      Timothy E. Foster         

 /s/ Robert E. Healy, Jr.        Sr. Vice President,          January 10, 1997
 --------------------------      Finance and Administration
     Robert E. Healy, Jr.        and Chief Financial Officer

 /s/  Barry E. Smith             Vice President, Controller   January 10, 1997
 --------------------------      and Chief Accounting Officer    
      Barry E. Smith             

  /s/ E. Martin Gibson           Director                     January 10, 1997
 --------------------------
      E. Martin Gibson

  /s/ Siri A. Marshall           Director                     January 10, 1997
  -------------------------
      Siri A. Marshall

 /s/ Stephen E. O'Neil           Director                     January 10, 1997
  --------------------------
     Stephen E. O'Neil

  /s/ George W. Siguler          Director                     January 10, 1997
  --------------------------
      George W. Siguler

  /s/ Robert G. Stone            Director                     January 10, 1997
 ----------------------------
      Robert G. Stone

  /s/ Daniel C. Tosteson, M.D.   Director                     January 10, 1997
  ----------------------------
      Daniel C. Tosteson, M.D.

                  Consent of Independent Accountants

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 31, 1996
appearing on page 40 of NovaCare, Inc.'s Annual Report on Form 10-K
for the year ended June 30, 1996.

PRICE WATERHOUSE LLP
Philadelphia, PA
January 10, 1997

                     CONSENT OF COUNSEL

          The consent of Peter D. Bewley, Esq. is contained in his opinion 
filed as Exhibit 5 to this Registration Statement.

                     INDEX TO EXHIBITS

Number               Description of Exhibit               Page
------               ----------------------               ----

4(i)         -  Option Certificate evidencing
                options to purchase 1,877,888
                shares of Common Stock granted
                to John H. Foster

4(ii)        -  Option Certificate evidencing
                options to purchase 1,429,414
                shares of Common Stock granted
                to Timothy E. Foster

4(iii)       -  Option Certificate evidencing
                options to purchase 122,112
                shares of Common Stock granted
                to John H. Foster

4(iv)        -  Option Certificate evidencing
                options to purchase 70,586
                shares of Common Stock granted
                to Timothy E. Foster

5            -  Opinion of Peter D. Bewley, Esq.

23(i)        -  Consent of Price Waterhouse                          --
                (See "Consent of Independent 
                Accountants" in the Registration
                Statement)

23(ii)       -  Consent of Peter D. Bewley, Esq.                     --
                (contained in Exhibit 5)

24           -  Power of Attorney (See "Power                        --
                of Attorney" in the Registration
                Statement)