<PAGE>
 
      As filed with the Securities and Exchange Commission on February 12, 1997.

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               NEW GRANCARE, INC.
 -----------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                Delaware                                 95-4336136
 -----------------------------------------------------------------------------
       (State or Other Jurisdiction of               (I.R.S. Employer
       Incorporation or Organization)                Identification No.)

  One Ravinia Drive, Suite 1500, Atlanta, Georgia          30346
 -----------------------------------------------------------------------------
      (Address of Principal Executive Offices)           (Zip Code)

              GRANCARE, INC. EXECUTIVE DEFERRED COMPENSATION PLAN
 -----------------------------------------------------------------------------
                            (Full Title of the Plan)

                             Evrett W. Benton, Esq.
                               New GranCare, Inc.
                         One Ravinia Drive, Suite 1500
                             Atlanta, Georgia 30346
 -----------------------------------------------------------------------------
                    (Name and Address of Agent for Service)

                                 (770) 393-0199
 -----------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------ 
                                           Proposed          Proposed     
Title of                                   Maximum           Maximum      
Securities              Amount             Offering          Aggregate       Amount of
to be                   to be              Price Per         Offering        Registration  
Registered              Registered(1)      Share(2)          Price(2)        Fee(2)
------------------------------------------------------------------------------------------
<S>                     <C>                <C>               <C>             <C>          
 
Common Stock,           100,000            $5.75             $575,000.00     $175.00
$.001 par value         Shares
------------------------------------------------------------------------------------------
</TABLE>


(1)   Representing shares of the Registrant's Common Stock, par value $.001 per
      share (the "Common Stock"), to be issued by the Registrant in connection
      with awards made under the GranCare, Inc. Executive Deferred Compensation
      Plan (the "Plan").  This Registration Statement also covers such
      indeterminable number of additional shares as may become issuable to
      prevent dilution in the event of stock splits, stock dividends or similar
      transactions pursuant to the terms of the Plan.  In addition, pursuant to
      Rule 416(c) under the Securities Act, this Registration Statement covers
      an indeterminate amount of interests to be offered or sold pursuant to the
      Plan.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended (the
      "Securities Act"), and based upon the book value of the Common Stock as of
      December 31, 1996.

                                      -2-
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


      The documents containing the information specified in Part I of the
General Instructions to the Registration Statement on Form S-8 will be sent or
given to employees of the Registrant selected to participate in the Plan as
required by Rule 428(b)(1) promulgated under the Securities Act.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
                
        (1)  The Registrant's Registration Statement on Form S-1 filed on
             December 31, 1996 (File No. 333-19091), as amended by Amendment No.
             1 thereto filed on January 8, 1997.

        (2)  The description of the Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form 8-A/A pursuant to
             Section 12 of the Securities Exchange Act of 1934 as amended (the
             "Exchange Act"), filed on January 30, 1997 (File No. 001-12621).

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment indicating that all securities offered hereby have been sold
or that deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

     Article V of the Registrant's Amended and Restated Certificate of
Incorporation eliminates the liability of directors to the fullest extent
permissible under Delaware law, as such law exists currently or as it may be
amended in the future. Under Delaware law, such a provision may not eliminate or
limit director monetary liability for (i) breaches of a director's duty of
loyalty to the corporation or its stockholders; (ii) acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law;
(iii) the payment of unlawful dividends or unlawful stock repurchases or
redemptions; or (iv) transactions in which a director receives an improper
personal benefit. Such a limitation of liability provision also may not limit a
director's liability for violations of, or otherwise relieve the Registrant or
its directors from the necessity of complying with, federal or state securities
laws or affect the availability of non-monetary remedies such as injunctive
relief or rescission.

     Delaware law generally permits indemnification of expenses (including
attorneys' fees) incurred in the defense or settlement of a derivative or third-
party action, provided there is a determination by a majority vote of the
disinterested directors (even though less than a quorum), by independent legal
counsel or by stockholders that the person seeking indemnification acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation.  Without court approval, however, no
indemnification may be made in respect of any derivative action in which such
person is adjudged liable for negligence or misconduct in the performance of his
or her duty to the corporation.  Delaware law also requires indemnification of
expenses when the individual being indemnified has successfully defended an
action, on the merits or otherwise.
<PAGE>
 
     Delaware law permits indemnification agreements between a company and its
officers and directors.  The Registrant does not have any such indemnification
agreements in place, but may enter into them in the future.  Article V of the
Registrant's Amended and Restated Certificate of Incorporation provides for
mandatory indemnification of directors and officers to the fullest extent
permitted by law.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K.

      Exhibit
      Number    Description
      ------    -----------

      4.1       Amended and Restated Certificate of Incorporation (filed as
                Exhibit 3.1 to the Registrant's Registration Statement on Form
                S-1 filed on December 31, 1996 (File No. 333-19091), as amended
                by Amendment No. 1 thereto filed on January 8, 1997,
                incorporated herein by reference).

      4.2       Bylaws (filed as Exhibit 3.2 to the Registrant's Registration
                Statement on Form S-1 filed on December 31, 1996 (File No. 
                333-19091), as amended by Amendment No. 1 thereto filed on
                January 8, 1997, incorporated herein by reference).

      4.3       Form of Common Stock Certificate of the Registrant (filed as
                Exhibit 4.1 to the Registrant's Registration Statement on Form
                S-1 filed on December 31, 1996 (File No. 333-19091), as amended
                by Amendment No. 1 thereto filed on January 8, 1997,
                incorporated herein by reference).

      5         Opinion of Powell, Goldstein, Frazer & Murphy LLP.

      10        Form of GranCare, Inc. Executive Deferred Compensation Plan
                (filed as Exhibit 10.25 to the Registrant's Registration
                Statement on Form S-1 filed on December 31, 1996 (File No. 
                333-19091), as amended by Amendment No. 1 thereto filed on
                January 8, 1997, incorporated herein by reference).

      23.1      Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
                Exhibit 5).

      23.2      Consent of Ernst & Young LLP, Independent Auditors.

      23.3      Consent of KPMG Peat Marwick LLP, Independent Auditors.

      24        Power of Attorney (see signature pages to this Registration
                Statement).

                                      II-2
<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;

               (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. Notwithstanding the foregoing, any increase or
                      decrease in volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high and of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the changes in volume and price represent no more than 20%
                      change in the maximum aggregate offering price set forth
                      in the "Calculation of Registration Fee" table in the
                      effective 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 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 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 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 (and, where

                                      II-3
<PAGE>
 
          applicable, each filing of an employee benefit plan's annual report
          pursuant to 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.

      (h) 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.

                                      II-4
<PAGE>
 
                                  SIGNATURES
                                  ----------

      Pursuant to the requirements of the Securities Act, 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 Atlanta, Georgia, on the 12th day of February, 1997.

                               NEW GRANCARE, INC.


                               By: /s/ M. Scott Athans
                                   -------------------------------------
                                   M. Scott Athans
                                   President and Chief Executive Officer



                               POWER OF ATTORNEY
                               -----------------

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Evrett W. Benton and Jerry A. Schneider, and
either of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

                                      II-5
<PAGE>
 
      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the date indicated.

<TABLE> 
<CAPTION> 

Signature                            Title                                        Date
---------                            -----                                        ----
<S>                                  <C>                                          <C> 
/s/ M. Scott Athans                  Chairman of the Board, President             February 12, 1997
----------------------------         Chief Executive Officer and Director                 
M. Scott Athans                      (Principal Executive Officer)        
                                                                          
                        
                        
/s/ Jerry A. Schneider               Executive Vice President, Chief              February 12, 1997 
----------------------------         Financial Officer (Principal Financial              
Jerry A. Schneider                   and Accounting Officer) and Director  
                                                                           
                        
                        
/s/ Evrett W. Benton                 Director                                     February 12, 1997 
----------------------------                                           
Evrett W. Benton
</TABLE> 

    Pursuant to the requirements of the Securities Act, the Plan Administrator
of the GranCare, Inc. Executive Deferred Compensation Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Atlanta, Georgia, on the 12th day of February, 1997.


                              GRANCARE, INC. EXECUTIVE DEFERRED COMPENSATION
                              PLAN


                              By: New GranCare, Inc., Plan Administrator

                              By: /s/ M. Scott Athans
                                  --------------------------------------
                                  M. Scott Athans
                                  President and Chief Executive Officer

                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


     Exhibit
     Number    Description
     ------    -----------

     4.1       Amended and Restated Certificate of Incorporation (filed as
               Exhibit 3.1 to the Registrant's Registration Statement on Form 
               S-1 filed on December 31, 1996 (File No. 333-19091), as amended
               by Amendment No. 1 thereto filed on January 8, 1997, incorporated
               herein by reference).

     4.2       Bylaws (filed as Exhibit 3.2 to the Registrant's Registration
               Statement on Form S-1 filed on December 31, 1996 (File No. 
               333-19091), as amended by Amendment No. 1 thereto filed on
               January 8, 1997, incorporated herein by reference).

     4.3       Form of Common Stock Certificate of the Registrant (filed as
               Exhibit 4.1 to the Registrant's Registration Statement on Form 
               S-1 filed on December 31, 1996 (File No. 333-19091), as amended
               by Amendment No. 1 thereto filed on January 8, 1997, incorporated
               herein by reference).

     5         Opinion of Powell, Goldstein, Frazer & Murphy LLP.

     10        Form of GranCare, Inc. Executive Deferred Compensation Plan
               (filed as Exhibit 10.25 to the Registrant's Registration
               Statement on Form S-1 filed on December 31, 1996 (File No. 
               333-19091), as amended by Amendment No. 1 thereto filed on
               January 8, 1997, incorporated herein by reference).

     23.1      Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
               Exhibit 5).

     23.2      Consent of Ernst & Young LLP, Independent Auditors.

     23.3      Consent of KPMG Peat Marwick LLP, Independent Auditors.

     24        Power of Attorney (see signature pages to this Registration
               Statement).

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21292}]
{"company-data": {"conformed-name": "NEW GRANCARE INC", "cik": "0001028337", "assigned-sic": "8051", "irs-number": "954336136", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21643", "film-number": "97527465"}, "business-address": {"street1": "ONE RAVINIA DR STE 1500", "street2": "SUITE 1500", "city": "ATLANTA", "state": "GA", "zip": "30346", "phone": "7703930199"}}
As filed with the Securities and Exchange Commission on February 12, 1997.

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               NEW GRANCARE, INC.
 -----------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                Delaware                                 95-4336136
 -----------------------------------------------------------------------------
       (State or Other Jurisdiction of               (I.R.S. Employer
       Incorporation or Organization)                Identification No.)

  One Ravinia Drive, Suite 1500, Atlanta, Georgia          30346
 -----------------------------------------------------------------------------
      (Address of Principal Executive Offices)           (Zip Code)

              GRANCARE, INC. EXECUTIVE DEFERRED COMPENSATION PLAN
 -----------------------------------------------------------------------------
                            (Full Title of the Plan)

                             Evrett W. Benton, Esq.
                               New GranCare, Inc.
                         One Ravinia Drive, Suite 1500
                             Atlanta, Georgia 30346
 -----------------------------------------------------------------------------
                    (Name and Address of Agent for Service)

                                 (770) 393-0199
 -----------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)
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(1)      Share(2)          Price(2)        Fee(2)
------------------------------------------------------------------------------------------
Common Stock,           100,000            $5.75             $575,000.00     $175.00
$.001 par value         Shares
------------------------------------------------------------------------------------------
(1)   Representing shares of the Registrant's Common Stock, par value $.001 per
      share (the "Common Stock"), to be issued by the Registrant in connection
      with awards made under the GranCare, Inc. Executive Deferred Compensation
      Plan (the "Plan").  This Registration Statement also covers such
      indeterminable number of additional shares as may become issuable to
      prevent dilution in the event of stock splits, stock dividends or similar
      transactions pursuant to the terms of the Plan.  In addition, pursuant to
      Rule 416(c) under the Securities Act, this Registration Statement covers
      an indeterminate amount of interests to be offered or sold pursuant to the
      Plan.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended (the
      "Securities Act"), and based upon the book value of the Common Stock as of
      December 31, 1996.

                                      -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in Part I of the
General Instructions to the Registration Statement on Form S-8 will be sent or
given to employees of the Registrant selected to participate in the Plan as
required by Rule 428(b)(1) promulgated under the Securities Act.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
                
        (1)  The Registrant's Registration Statement on Form S-1 filed on
             December 31, 1996 (File No. 333-19091), as amended by Amendment No.
             1 thereto filed on January 8, 1997.

        (2)  The description of the Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form 8-A/A pursuant to
             Section 12 of the Securities Exchange Act of 1934 as amended (the
             "Exchange Act"), filed on January 30, 1997 (File No. 001-12621).

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment indicating that all securities offered hereby have been sold
or that deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

     Article V of the Registrant's Amended and Restated Certificate of
Incorporation eliminates the liability of directors to the fullest extent
permissible under Delaware law, as such law exists currently or as it may be
amended in the future. Under Delaware law, such a provision may not eliminate or
limit director monetary liability for (i) breaches of a director's duty of
loyalty to the corporation or its stockholders; (ii) acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law;
(iii) the payment of unlawful dividends or unlawful stock repurchases or
redemptions; or (iv) transactions in which a director receives an improper
personal benefit. Such a limitation of liability provision also may not limit a
director's liability for violations of, or otherwise relieve the Registrant or
its directors from the necessity of complying with, federal or state securities
laws or affect the availability of non-monetary remedies such as injunctive
relief or rescission.

     Delaware law generally permits indemnification of expenses (including
attorneys' fees) incurred in the defense or settlement of a derivative or third-
party action, provided there is a determination by a majority vote of the
disinterested directors (even though less than a quorum), by independent legal
counsel or by stockholders that the person seeking indemnification acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation.  Without court approval, however, no
indemnification may be made in respect of any derivative action in which such
person is adjudged liable for negligence or misconduct in the performance of his
or her duty to the corporation.  Delaware law also requires indemnification of
expenses when the individual being indemnified has successfully defended an
action, on the merits or otherwise.
Delaware law permits indemnification agreements between a company and its
officers and directors.  The Registrant does not have any such indemnification
agreements in place, but may enter into them in the future.  Article V of the
Registrant's Amended and Restated Certificate of Incorporation provides for
mandatory indemnification of directors and officers to the fullest extent
permitted by law.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K.

      Exhibit
      Number    Description
      ------    -----------

      4.1       Amended and Restated Certificate of Incorporation (filed as
                Exhibit 3.1 to the Registrant's Registration Statement on Form
                S-1 filed on December 31, 1996 (File No. 333-19091), as amended
                by Amendment No. 1 thereto filed on January 8, 1997,
                incorporated herein by reference).

      4.2       Bylaws (filed as Exhibit 3.2 to the Registrant's Registration
                Statement on Form S-1 filed on December 31, 1996 (File No. 
                333-19091), as amended by Amendment No. 1 thereto filed on
                January 8, 1997, incorporated herein by reference).

      4.3       Form of Common Stock Certificate of the Registrant (filed as
                Exhibit 4.1 to the Registrant's Registration Statement on Form
                S-1 filed on December 31, 1996 (File No. 333-19091), as amended
                by Amendment No. 1 thereto filed on January 8, 1997,
                incorporated herein by reference).

      5         Opinion of Powell, Goldstein, Frazer & Murphy LLP.

      10        Form of GranCare, Inc. Executive Deferred Compensation Plan
                (filed as Exhibit 10.25 to the Registrant's Registration
                Statement on Form S-1 filed on December 31, 1996 (File No. 
                333-19091), as amended by Amendment No. 1 thereto filed on
                January 8, 1997, incorporated herein by reference).

      23.1      Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
                Exhibit 5).

      23.2      Consent of Ernst & Young LLP, Independent Auditors.

      23.3      Consent of KPMG Peat Marwick LLP, Independent Auditors.

      24        Power of Attorney (see signature pages to this Registration
                Statement).

                                      II-2
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;

               (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. Notwithstanding the foregoing, any increase or
                      decrease in volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high and of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the changes in volume and price represent no more than 20%
                      change in the maximum aggregate offering price set forth
                      in the "Calculation of Registration Fee" table in the
                      effective 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 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 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 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 (and, where

                                      II-3
applicable, each filing of an employee benefit plan's annual report
          pursuant to 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.

      (h) 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.

                                      II-4
SIGNATURES
                                  ----------

      Pursuant to the requirements of the Securities Act, 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 Atlanta, Georgia, on the 12th day of February, 1997.

                               NEW GRANCARE, INC.

                               By: /s/ M. Scott Athans
                                   -------------------------------------
                                   M. Scott Athans
                                   President and Chief Executive Officer

                               POWER OF ATTORNEY
                               -----------------

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Evrett W. Benton and Jerry A. Schneider, and
either of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

                                      II-5
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the date indicated.
Signature                            Title                                        Date
---------                            -----                                        ----
/s/ M. Scott Athans                  Chairman of the Board, President             February 12, 1997
----------------------------         Chief Executive Officer and Director                 
M. Scott Athans                      (Principal Executive Officer)        
                                                                          
                        
                        
/s/ Jerry A. Schneider               Executive Vice President, Chief              February 12, 1997 
----------------------------         Financial Officer (Principal Financial              
Jerry A. Schneider                   and Accounting Officer) and Director  
                                                                           
                        
                        
/s/ Evrett W. Benton                 Director                                     February 12, 1997 
----------------------------                                           
Evrett W. Benton
Pursuant to the requirements of the Securities Act, the Plan Administrator
of the GranCare, Inc. Executive Deferred Compensation Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Atlanta, Georgia, on the 12th day of February, 1997.

                              GRANCARE, INC. EXECUTIVE DEFERRED COMPENSATION
                              PLAN

                              By: New GranCare, Inc., Plan Administrator

                              By: /s/ M. Scott Athans
                                  --------------------------------------
                                  M. Scott Athans
                                  President and Chief Executive Officer

                                      II-6
EXHIBIT INDEX
                                 -------------

     Exhibit
     Number    Description
     ------    -----------

     4.1       Amended and Restated Certificate of Incorporation (filed as
               Exhibit 3.1 to the Registrant's Registration Statement on Form 
               S-1 filed on December 31, 1996 (File No. 333-19091), as amended
               by Amendment No. 1 thereto filed on January 8, 1997, incorporated
               herein by reference).

     4.2       Bylaws (filed as Exhibit 3.2 to the Registrant's Registration
               Statement on Form S-1 filed on December 31, 1996 (File No. 
               333-19091), as amended by Amendment No. 1 thereto filed on
               January 8, 1997, incorporated herein by reference).

     4.3       Form of Common Stock Certificate of the Registrant (filed as
               Exhibit 4.1 to the Registrant's Registration Statement on Form 
               S-1 filed on December 31, 1996 (File No. 333-19091), as amended
               by Amendment No. 1 thereto filed on January 8, 1997, incorporated
               herein by reference).

     5         Opinion of Powell, Goldstein, Frazer & Murphy LLP.

     10        Form of GranCare, Inc. Executive Deferred Compensation Plan
               (filed as Exhibit 10.25 to the Registrant's Registration
               Statement on Form S-1 filed on December 31, 1996 (File No. 
               333-19091), as amended by Amendment No. 1 thereto filed on
               January 8, 1997, incorporated herein by reference).

     23.1      Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
               Exhibit 5).

     23.2      Consent of Ernst & Young LLP, Independent Auditors.

     23.3      Consent of KPMG Peat Marwick LLP, Independent Auditors.

     24        Power of Attorney (see signature pages to this Registration
               Statement).

                                      II-7