As filed with the Securities and Exchange Commission on May 11, 1995.
                                                 Registration No. 33-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                              IDEON GROUP, INC.
            (Exact name of registrant as specified in its charter)

Delaware                                                        59-3293212
(State or other jurisdiction  of                           (I.R.S. Employer
incorporation or organization)                              Identification No.)

                           7596 Centurion Parkway
                         Jacksonville, Florida 32256
                   (Address of Principal Executive Offices)

 
                    IDEON GROUP, INC. DIRECTORS STOCK PLAN
                             (Full title of Plan)

                                 Lisa Ormand
                    Vice President and Corporate Secretary
                            7596 Centurion Parkway
                         Jacksonville, Florida 32256
                                (904) 218-1800
           (Name, address, and telephone number of agent for service)

                        Total number of pages: 17


<PAGE>

                     CALCULATION OF REGISTRATION FEE

                                        Proposed
                       Amount           Maximum               Amount of
Title of Shares        to be            Aggregate Price       Registration
to be Registered       Registered       Per Unit              Fees
- ----------------       ----------       ---------------       ------------
Common Stock           105,000          $16.44                $595

(1) Estimated  solely  for  the  purpose of determining  the  registration  fee.
The common stock of Ideon Group, Inc. ("Registrant" or the "Company"), par value
$.01 per share (the "Common  Stock"),  is listed on the New York Stock  Exchange
("NYSE"). $16.44 represents the represents the average of high and low prices of
the Common Stock as quoted on NYSE on May 9, 1995.

(2) This amount is  calculated  based on the  aggregate  number of shares  being
registered  hereunder for issuance pursuant to the exercise of options and other
rights under the Ideon Group, Inc.  Directors Stock Plan (the "Directors Plan").
The 105,000  shares being  registered  pursuant  hereto may be issuable upon the
exercise of options or election to receive  meeting fees and annual  retainer in
the  form  of  shares  of the  Common  Stock  under  the  Directors  Plan.  This
Registration  Statement  also includes such  indeterminate  number of additional
shares of Common  Stock of the  Company as may be  issuable as a result of stock
splits, stock dividends or similar  transactions,  as described in the Directors
Plan.


<PAGE>

                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Items 1  and  2.  Plan Information; Registrant Information
                  and Employee Plan Annual Information

         The  document(s)  containing  the  information  specified  in the
instructions  to Part I of Form S-8 will be sent or given to participants in the
Directors Plan as specified by Rule 428(b)(1).

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Registrant     hereby     incorporates    by   reference   into    this
Registration  Statement the following  documents  filed with the  Securities and
Exchange Commission (the "Commission"):  (i) Registrant's Prospectus included in
Registration  Statement (No.  33-58273) on Form S-4 filed with the Commission as
of March 28, 1995;  (ii) the Annual  Report of SafeCard  Services,  Incorporated
("SafeCard")  on Form 10-K for the fiscal  year ended  October 31,  1994;  (iii)
SafeCard's  Current Report on Form 8-K dated December 8, 1994;  (iv)  SafeCard's
Transition  Report on Form 10-Q for the two months ended  December 31, 1994; (v)
SafeCard's Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year
ended October 31, 1994; (vi) SafeCard's  Amendment No. 2 to its Annual Report on
Form 10-K for the fiscal year ended October 31, 1994; (vii) SafeCard's Amendment
No. 3 to its Annual  Report on Form 10-K for the fiscal  year ended  October 31,
1994;  (viii)  SafeCard's  Amendment No. 1 to its Transition Report on Form 10-Q
for the two months ended  December 31, 1994;  (ix)  SafeCard's  Proxy  Statement
dated March 30, 1995; and (x) the  description of the Common Stock  contained in
the  Registrant's  Registration  Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act") and any  amendment  or report filed for the purpose of updating
such description.

         All  documents  subsequently  filed by Registrant  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  which indicates that all securities have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
respective dates of the filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein 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  document  which  also is
incorporated  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
Registration Statement.

         With respect to the unaudited  consolidated  financial  information  of
SafeCard for the  transition  period ended  December  31, 1994  incorporated  by
reference in this  registration  statement,  Price  Waterhouse LLP reported that
they have applied limited  procedures in accordance with professional  standards
for a review of such information.  However, their separate report dated February
6, 1995,  except for Note 1, for which the date is March 24, 1995,  incorporated
by reference  herein,  states that they did not audit and they do not express an
opinion on that unaudited consolidated  financial information.  Price Waterhouse
LLP has not carried out any  significant or additional  audit tests beyond those
which  would  have  been  necessary  if their  reports  had not  been  included.
Accordingly,  the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review  procedures  applied.
Price Waterhouse LLP is not subject to the liability provisions of Section 11 of
the Securities Act of 1933, as amended (the "Securities  Act") for their reports
on the unaudited  consolidated  financial  information because those reports are
not a "report" or a "part" of the registration  statement  prepared or certified
by  Price  Waterhouse  LLP  within  the  meaning  of  sections  7 and  11 of the
Securities Act.


Item 4.  Description of Securities

         Not Applicable


Item 5.  Interests of Named Experts and Counsel

         Not Applicable.


Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation Law generally provides
Registrant  broad powers to indemnify  its  directors,  officers,  employees and
agents.

         Section 145(a) provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or  investigative  (other than an action by or in the right of a corporation) by
reason of the fact that such person is or was a director,  officer,  employee or
agent  of  the  corporation  against  expenses   (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action,  suit or proceeding if such person acted in good
faith and in a manner that he or she reasonably believed to be in or not opposed
to the best  interests  of the  corporation,  and,  with respect to any criminal
action or proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful.

         Section 145(b) provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed  action or suit by or in the right of the  corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer,  employee  or  agent of the  corporation  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement  of such action or suit if such person  acted in
good faith and in a manner  that he or she  reasonably  believed to be in or not
opposed  to  the  best  interests  of  the   corporation   and  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the court deems proper.

         Section 145(c)  provides that, to the extent that a director,  officer,
employee  or agent of the  corporation  has been  successful  on the  merits  or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith.

         Section  145(d)  provides that any  indemnification  under  subsections
145(a) and (b) (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that  indemnification is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct set forth in  subsections  (a) and (b) of Section 145.  Such
determination  shall be made (i) by a majority  vote of  directors  who were not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(ii) if  there  are no  such  directors  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion, or (iii) by the stockholders.

         Section  145(e)  provides that  expenses  (including  attorneys'  fees)
incurred  by  a  director  or  officer  in   defending   any  civil,   criminal,
administrative  or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be  indemnified  by the  corporation as authorized in Section
145.

         Section 145(f)  provides that the  indemnification  and  advancement of
expenses  provided by, or granted pursuant to, the other  subsections of Section
145 shall not be deemed  exclusive  of any other rights to which any director or
officer seeking indemnification or advancement of expenses may be entitled under
any  bylaw,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding office.

         Section 145(j)  provides that the  indemnification  and  advancement of
expenses  provided  by, or  granted  pursuant  to,  Section  145  shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a director  or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.

         Article  NINTH of  Registrant's  Amended and  Restated  Certificate  of
Incorporation,  as amended ("Registrant's Certificate") provides that Registrant
shall,  to the full extent  permitted by applicable  law,  indemnify all persons
whom it may indemnify pursuant thereto.

         Article  TENTH of  Registrant's  Certificate,  consistent  with Section
102(b)(7) of the Delaware General  Corporation Law,  provides that a director of
Registrant shall not be personally  liable to Registrant or its stockholders for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's  duty of loyalty to Registrant or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or a knowing  violation of law,  (iii) for any improper
payment of dividends or any unlawful  stock  purchase or  redemption as provided
under  Section  174 of the  Delaware  General  Corporation  Law, or (iv) for any
transaction  from which the  director  derived  an  improper  personal  benefit.
Article  TENTH  further  provides  no  amendment  or repeal of such  article  or
adoption of any provision of the Certificate of Incorporation  inconsistent with
Article  TENTH shall  prejudice  the  exculpatory  effect of Article  TENTH with
respect to any act or omission  occurring  prior to the  effective  date of such
amendment, repeal or inconsistent provision.

         Section  10 of Article V of  Registrant's  By-laws  provides  that each
person  who  is or  was a  director  or  officer  of  Registrant  or  any of its
subsidiaries  and each  person who serves or may have  served at the  request of
Registrant as a director or officer of another corporation,  partnership,  joint
venture, trust or other enterprise (and the heirs, executors, administrators and
estates of any such  persons),  shall be indemnified by Registrant in accordance
with and to the fullest  extent  authorized  by, the  provisions of the Delaware
General Corporation Law as it may from time to time be amended.  Each person who
is or was an employee or agent of  Registrant  and each person who serves or may
have served as an employee or agent of another corporation,  partnership,  joint
venture  trust  or  other  enterprise,  may  be  similarly  indemnified  at  the
discretion of the Board of Directors.


<PAGE>

         In  addition to  indemnification  provided  by  statutes,  Registrant's
Certificate  and By-laws,  Registrant will assume written  indemnity  agreements
with its  directors and with certain of its  officers.  In general,  the written
indemnity  agreements  provide broad  protection to the  indemnitee,  including,
among other things, (i) mandatory  advancement of litigation expenses (including
attorneys'  fees),  subject to an  undertaking  by the  indemnitee to repay such
advances  if  it is  later  determined  that  he  or  she  is  not  entitled  to
indemnification;  (ii) contribution toward the amount incurred by the indemnitee
under certain  circumstances  where  complete  indemnification  may otherwise be
unavailable;   (iii)  continuation  of  the  maximum  directors'  and  officers'
liability  insurance  available  to  Registrant;  and (iv)  payment of  expenses
incurred by the indemnitee in actions  brought by the  indemnitee  under certain
circumstances. The indemnity agreements provide additional benefits in the event
of a change in control of Registrant. The indemnity agreements also provide that
no action may be brought by or on behalf of  Registrant  against the  indemnitee
after the expiration of two years from the date of the accrual of such action.


Item 7.  Exemption from Registration Claimed

         Not applicable.


Item 8.  Exhibits

         This Form S-8  Registration  Statement  includes the following
exhibits:

Exhibit  Number
- -------  ------

4(a)     Registrant's    Amended   and    Restated    Certificate    of
         Incorporation,  incorporated  by  reference  to  Appendix B of
         SafeCard's 1995 definitive  proxy statement which was included
         in Ideon's  Registration  Statement on Form S-4 (No. 33-58273)
         filed as of March 28, 1995.

4(b)     Certificate of Amendment to Registrant's  Amended and Restated
         Certificate  of  Incorporation,  incorporated  by reference to
         Exhibit 3(b) of  Registrant's  Registration  Statement on Form
         8-B filed as of May 5, 1995.

4(c)     Registrant's By-Laws,  incorporated by reference to Appendix B
         of  SafeCard's  1995  definitive  proxy  statement  which  was
         included in Ideon's  Registration  Statement  on Form S-4 (No.
         33-58273) filed as of March 28, 1995.

 5       Opinion of Mahoney Adams & Criser, P.A.

15       Letter Regarding unaudited financial information.

23(a)    Consents of Price Waterhouse LLP, Independent Accountants.

23(b)    Consent of Mahoney Adams & Criser, P.A, included in Exhibit 5.

<PAGE>

Item 9.  Undertakings

    (1)  The undersigned registrant hereby undertakes:

         (a)  To  file  during  any  period  in  which  offers or  sales of the
         securities    registered    hereunder   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 this 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 this  Registration
                  Statement  or any  material  change  to such
                  information in this Registration Statement;

         provided,   however,   that   paragraphs  (a)(i)  and  (a)(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  Company  pursuant  to  Section 13  or  Section
         15(d) of  the Exchange Act, that  are incorporated by reference in this
         Registration Statement.

             (b)  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.

             (c)  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.

         (2) 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  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  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (3)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of Registrant pursuant to the foregoing provisions, or otherwise, 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 Registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of 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,   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 Jacksonville,  State of Florida,  on the 11th day of
May 1995.

                                          IDEON GROUP. INC.


                                     By: /s/Paul G. Kahn
                                         ------------------------------------
                                         Paul G. Kahn
                                         Chairman and Chief Executive Officer

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

Signature                      Title                               Date
- ---------                      -----                               ----

/s/ William T. Bacon, Jr.      Director                            May 11, 1995
- ----------------------------                                                    
William T. Bacon, Jr.



/s/ Marshall L. Burman         Director                            May 11, 1995
- ----------------------------                                                    
Marshall L. Burman

/s/ John Ellis Bush            Director                            May 11, 1995
- ----------------------------                                                    
John Ellis Bush

/s/ Robert L. Dilenschneider   Director                            May 11, 1995
- ----------------------------                                                    
Robert L. Dilenschneider

/s/ Adam W. Herbert, Jr.       Director                            May 11, 1995
- ----------------------------                                                    
Adam W. Herbert, Jr.

/s/ Paul G. Kahn               Director, Chairman and              May 11, 1995
- ----------------------------   Chief Executive Officer                          
Paul G. Kahn                   

/s/ Eugene Miller              Director                            May 11, 1995
- ----------------------------
Eugene Miller

/s/ Thomas F. Petway, III      Director                            May 11, 1995
- ----------------------------                                                    
Thomas F. Petway, III

/s/ G. Thomas Frankland        Chief Financial Officer             May 11, 1995
- ----------------------------   (also principal accounting officer)
G. Thomas Frankland

<PAGE>





                               INDEX TO EXHIBITS

                                                     PAGINATION BY
EXHIBIT   EXHIBIT                                    SEQUENTIAL
NUMBER    DESCRIPTION                                NUMBERING SYSTEM

4(a)      Ideon's Amended and Restated Certificate   Incorporated by reference
          of Incorporation.                          to Appendix B of SafeCard's
                                                     1995 definitive proxy
                                                     statement which was
                                                     included in Ideon's
                                                     Registration Statement on
                                                     Form S-4 (No. 33-58273)
                                                     filed as of March 28, 1995.

4(b)      Certificate of Amendment to Ideon's        Incorporated by
          Amended and Restated Certificate of        reference to Exhibit 3(c)
          Incorporation.                             to Registrant's Form 8-B as
                                                     filed on May 5, 1995

4(c)      Registrant's By-Laws                       Incorporated by reference
                                                     to Appendix B of SafeCard's
                                                     1995 definitive proxy
                                                     statement which was
                                                     included in Ideon's
                                                     Registration Statement on
                                                     Form S-4 (No. 33-58273)
                                                     filed as of March 28, 1995.

 5        Opinion of Mahoney Adams & Criser, P.A.    13-15

15        Letter regarding unaudited financial       16
          information.

23(a)     Consents of Price Waterhouse LLP,          17
          Independent Accountants.

23(b)     Consent of Mahoney Adams & Criser, P.A.,   Included in Exhibit 5.
[{"type": "S-8", "sequence": "1", "description": "DIRECTORS' STOCK PLAN", "secsgml_size_bytes": 26819}]
{"company-data": {"conformed-name": "IDEON GROUP INC", "cik": "0000943097", "assigned-sic": "[]", "irs-number": "593293212"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59247", "film-number": "95536968"}, "business-address": {"street1": "7596 CENTURION PKWY", "city": "JACKSONVILLE", "state": "FL", "zip": "32256", "phone": "9049281800"}, "mail-address": {"street1": "7596 CENTURION PKWY", "city": "JACKSONVILLE", "state": "FL", "zip": "32256"}}
As filed with the Securities and Exchange Commission on May 11, 1995.
                                                 Registration No. 33-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                              IDEON GROUP, INC.
            (Exact name of registrant as specified in its charter)

Delaware                                                        59-3293212
(State or other jurisdiction  of                           (I.R.S. Employer
incorporation or organization)                              Identification No.)

                           7596 Centurion Parkway
                         Jacksonville, Florida 32256
                   (Address of Principal Executive Offices)

 
                    IDEON GROUP, INC. DIRECTORS STOCK PLAN
                             (Full title of Plan)

                                 Lisa Ormand
                    Vice President and Corporate Secretary
                            7596 Centurion Parkway
                         Jacksonville, Florida 32256
                                (904) 218-1800
           (Name, address, and telephone number of agent for service)

                        Total number of pages: 17
CALCULATION OF REGISTRATION FEE

                                        Proposed
                       Amount           Maximum               Amount of
Title of Shares        to be            Aggregate Price       Registration
to be Registered       Registered       Per Unit              Fees
- ----------------       ----------       ---------------       ------------
Common Stock           105,000          $16.44                $595

(1) Estimated  solely  for  the  purpose of determining  the  registration  fee.
The common stock of Ideon Group, Inc. ("Registrant" or the "Company"), par value
$.01 per share (the "Common  Stock"),  is listed on the New York Stock  Exchange
("NYSE"). $16.44 represents the represents the average of high and low prices of
the Common Stock as quoted on NYSE on May 9, 1995.

(2) This amount is  calculated  based on the  aggregate  number of shares  being
registered  hereunder for issuance pursuant to the exercise of options and other
rights under the Ideon Group, Inc.  Directors Stock Plan (the "Directors Plan").
The 105,000  shares being  registered  pursuant  hereto may be issuable upon the
exercise of options or election to receive  meeting fees and annual  retainer in
the  form  of  shares  of the  Common  Stock  under  the  Directors  Plan.  This
Registration  Statement  also includes such  indeterminate  number of additional
shares of Common  Stock of the  Company as may be  issuable as a result of stock
splits, stock dividends or similar  transactions,  as described in the Directors
Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Items 1  and  2.  Plan Information; Registrant Information
                  and Employee Plan Annual Information

         The  document(s)  containing  the  information  specified  in the
instructions  to Part I of Form S-8 will be sent or given to participants in the
Directors Plan as specified by Rule 428(b)(1).

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Registrant     hereby     incorporates    by   reference   into    this
Registration  Statement the following  documents  filed with the  Securities and
Exchange Commission (the "Commission"):  (i) Registrant's Prospectus included in
Registration  Statement (No.  33-58273) on Form S-4 filed with the Commission as
of March 28, 1995;  (ii) the Annual  Report of SafeCard  Services,  Incorporated
("SafeCard")  on Form 10-K for the fiscal  year ended  October 31,  1994;  (iii)
SafeCard's  Current Report on Form 8-K dated December 8, 1994;  (iv)  SafeCard's
Transition  Report on Form 10-Q for the two months ended  December 31, 1994; (v)
SafeCard's Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year
ended October 31, 1994; (vi) SafeCard's  Amendment No. 2 to its Annual Report on
Form 10-K for the fiscal year ended October 31, 1994; (vii) SafeCard's Amendment
No. 3 to its Annual  Report on Form 10-K for the fiscal  year ended  October 31,
1994;  (viii)  SafeCard's  Amendment No. 1 to its Transition Report on Form 10-Q
for the two months ended  December 31, 1994;  (ix)  SafeCard's  Proxy  Statement
dated March 30, 1995; and (x) the  description of the Common Stock  contained in
the  Registrant's  Registration  Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act") and any  amendment  or report filed for the purpose of updating
such description.

         All  documents  subsequently  filed by Registrant  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  which indicates that all securities have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
respective dates of the filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein 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  document  which  also is
incorporated  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
Registration Statement.

         With respect to the unaudited  consolidated  financial  information  of
SafeCard for the  transition  period ended  December  31, 1994  incorporated  by
reference in this  registration  statement,  Price  Waterhouse LLP reported that
they have applied limited  procedures in accordance with professional  standards
for a review of such information.  However, their separate report dated February
6, 1995,  except for Note 1, for which the date is March 24, 1995,  incorporated
by reference  herein,  states that they did not audit and they do not express an
opinion on that unaudited consolidated  financial information.  Price Waterhouse
LLP has not carried out any  significant or additional  audit tests beyond those
which  would  have  been  necessary  if their  reports  had not  been  included.
Accordingly,  the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review  procedures  applied.
Price Waterhouse LLP is not subject to the liability provisions of Section 11 of
the Securities Act of 1933, as amended (the "Securities  Act") for their reports
on the unaudited  consolidated  financial  information because those reports are
not a "report" or a "part" of the registration  statement  prepared or certified
by  Price  Waterhouse  LLP  within  the  meaning  of  sections  7 and  11 of the
Securities Act.

Item 4.  Description of Securities

         Not Applicable

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation Law generally provides
Registrant  broad powers to indemnify  its  directors,  officers,  employees and
agents.

         Section 145(a) provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or  investigative  (other than an action by or in the right of a corporation) by
reason of the fact that such person is or was a director,  officer,  employee or
agent  of  the  corporation  against  expenses   (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action,  suit or proceeding if such person acted in good
faith and in a manner that he or she reasonably believed to be in or not opposed
to the best  interests  of the  corporation,  and,  with respect to any criminal
action or proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful.

         Section 145(b) provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed  action or suit by or in the right of the  corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer,  employee  or  agent of the  corporation  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement  of such action or suit if such person  acted in
good faith and in a manner  that he or she  reasonably  believed to be in or not
opposed  to  the  best  interests  of  the   corporation   and  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the court deems proper.

         Section 145(c)  provides that, to the extent that a director,  officer,
employee  or agent of the  corporation  has been  successful  on the  merits  or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith.

         Section  145(d)  provides that any  indemnification  under  subsections
145(a) and (b) (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that  indemnification is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct set forth in  subsections  (a) and (b) of Section 145.  Such
determination  shall be made (i) by a majority  vote of  directors  who were not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(ii) if  there  are no  such  directors  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion, or (iii) by the stockholders.

         Section  145(e)  provides that  expenses  (including  attorneys'  fees)
incurred  by  a  director  or  officer  in   defending   any  civil,   criminal,
administrative  or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be  indemnified  by the  corporation as authorized in Section
145.

         Section 145(f)  provides that the  indemnification  and  advancement of
expenses  provided by, or granted pursuant to, the other  subsections of Section
145 shall not be deemed  exclusive  of any other rights to which any director or
officer seeking indemnification or advancement of expenses may be entitled under
any  bylaw,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding office.

         Section 145(j)  provides that the  indemnification  and  advancement of
expenses  provided  by, or  granted  pursuant  to,  Section  145  shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a director  or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.

         Article  NINTH of  Registrant's  Amended and  Restated  Certificate  of
Incorporation,  as amended ("Registrant's Certificate") provides that Registrant
shall,  to the full extent  permitted by applicable  law,  indemnify all persons
whom it may indemnify pursuant thereto.

         Article  TENTH of  Registrant's  Certificate,  consistent  with Section
102(b)(7) of the Delaware General  Corporation Law,  provides that a director of
Registrant shall not be personally  liable to Registrant or its stockholders for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's  duty of loyalty to Registrant or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or a knowing  violation of law,  (iii) for any improper
payment of dividends or any unlawful  stock  purchase or  redemption as provided
under  Section  174 of the  Delaware  General  Corporation  Law, or (iv) for any
transaction  from which the  director  derived  an  improper  personal  benefit.
Article  TENTH  further  provides  no  amendment  or repeal of such  article  or
adoption of any provision of the Certificate of Incorporation  inconsistent with
Article  TENTH shall  prejudice  the  exculpatory  effect of Article  TENTH with
respect to any act or omission  occurring  prior to the  effective  date of such
amendment, repeal or inconsistent provision.

         Section  10 of Article V of  Registrant's  By-laws  provides  that each
person  who  is or  was a  director  or  officer  of  Registrant  or  any of its
subsidiaries  and each  person who serves or may have  served at the  request of
Registrant as a director or officer of another corporation,  partnership,  joint
venture, trust or other enterprise (and the heirs, executors, administrators and
estates of any such  persons),  shall be indemnified by Registrant in accordance
with and to the fullest  extent  authorized  by, the  provisions of the Delaware
General Corporation Law as it may from time to time be amended.  Each person who
is or was an employee or agent of  Registrant  and each person who serves or may
have served as an employee or agent of another corporation,  partnership,  joint
venture  trust  or  other  enterprise,  may  be  similarly  indemnified  at  the
discretion of the Board of Directors.
In  addition to  indemnification  provided  by  statutes,  Registrant's
Certificate  and By-laws,  Registrant will assume written  indemnity  agreements
with its  directors and with certain of its  officers.  In general,  the written
indemnity  agreements  provide broad  protection to the  indemnitee,  including,
among other things, (i) mandatory  advancement of litigation expenses (including
attorneys'  fees),  subject to an  undertaking  by the  indemnitee to repay such
advances  if  it is  later  determined  that  he  or  she  is  not  entitled  to
indemnification;  (ii) contribution toward the amount incurred by the indemnitee
under certain  circumstances  where  complete  indemnification  may otherwise be
unavailable;   (iii)  continuation  of  the  maximum  directors'  and  officers'
liability  insurance  available  to  Registrant;  and (iv)  payment of  expenses
incurred by the indemnitee in actions  brought by the  indemnitee  under certain
circumstances. The indemnity agreements provide additional benefits in the event
of a change in control of Registrant. The indemnity agreements also provide that
no action may be brought by or on behalf of  Registrant  against the  indemnitee
after the expiration of two years from the date of the accrual of such action.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         This Form S-8  Registration  Statement  includes the following
exhibits:

Exhibit  Number
- -------  ------

4(a)     Registrant's    Amended   and    Restated    Certificate    of
         Incorporation,  incorporated  by  reference  to  Appendix B of
         SafeCard's 1995 definitive  proxy statement which was included
         in Ideon's  Registration  Statement on Form S-4 (No. 33-58273)
         filed as of March 28, 1995.

4(b)     Certificate of Amendment to Registrant's  Amended and Restated
         Certificate  of  Incorporation,  incorporated  by reference to
         Exhibit 3(b) of  Registrant's  Registration  Statement on Form
         8-B filed as of May 5, 1995.

4(c)     Registrant's By-Laws,  incorporated by reference to Appendix B
         of  SafeCard's  1995  definitive  proxy  statement  which  was
         included in Ideon's  Registration  Statement  on Form S-4 (No.
         33-58273) filed as of March 28, 1995.

 5       Opinion of Mahoney Adams & Criser, P.A.

15       Letter Regarding unaudited financial information.

23(a)    Consents of Price Waterhouse LLP, Independent Accountants.

23(b)    Consent of Mahoney Adams & Criser, P.A, included in Exhibit 5.
Item 9.  Undertakings

    (1)  The undersigned registrant hereby undertakes:

         (a)  To  file  during  any  period  in  which  offers or  sales of the
         securities    registered    hereunder   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 this 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 this  Registration
                  Statement  or any  material  change  to such
                  information in this Registration Statement;

         provided,   however,   that   paragraphs  (a)(i)  and  (a)(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  Company  pursuant  to  Section 13  or  Section
         15(d) of  the Exchange Act, that  are incorporated by reference in this
         Registration Statement.

             (b)  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.

             (c)  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.

         (2) 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  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  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (3)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of Registrant pursuant to the foregoing provisions, or otherwise, 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 Registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of 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,   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 Jacksonville,  State of Florida,  on the 11th day of
May 1995.

                                          IDEON GROUP. INC.

                                     By: /s/Paul G. Kahn
                                         ------------------------------------
                                         Paul G. Kahn
                                         Chairman and Chief Executive Officer

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

Signature                      Title                               Date
- ---------                      -----                               ----

/s/ William T. Bacon, Jr.      Director                            May 11, 1995
- ----------------------------                                                    
William T. Bacon, Jr.

/s/ Marshall L. Burman         Director                            May 11, 1995
- ----------------------------                                                    
Marshall L. Burman

/s/ John Ellis Bush            Director                            May 11, 1995
- ----------------------------                                                    
John Ellis Bush

/s/ Robert L. Dilenschneider   Director                            May 11, 1995
- ----------------------------                                                    
Robert L. Dilenschneider

/s/ Adam W. Herbert, Jr.       Director                            May 11, 1995
- ----------------------------                                                    
Adam W. Herbert, Jr.

/s/ Paul G. Kahn               Director, Chairman and              May 11, 1995
- ----------------------------   Chief Executive Officer                          
Paul G. Kahn                   

/s/ Eugene Miller              Director                            May 11, 1995
- ----------------------------
Eugene Miller

/s/ Thomas F. Petway, III      Director                            May 11, 1995
- ----------------------------                                                    
Thomas F. Petway, III

/s/ G. Thomas Frankland        Chief Financial Officer             May 11, 1995
- ----------------------------   (also principal accounting officer)
G. Thomas Frankland
INDEX TO EXHIBITS

                                                     PAGINATION BY
EXHIBIT   EXHIBIT                                    SEQUENTIAL
NUMBER    DESCRIPTION                                NUMBERING SYSTEM

4(a)      Ideon's Amended and Restated Certificate   Incorporated by reference
          of Incorporation.                          to Appendix B of SafeCard's
                                                     1995 definitive proxy
                                                     statement which was
                                                     included in Ideon's
                                                     Registration Statement on
                                                     Form S-4 (No. 33-58273)
                                                     filed as of March 28, 1995.

4(b)      Certificate of Amendment to Ideon's        Incorporated by
          Amended and Restated Certificate of        reference to Exhibit 3(c)
          Incorporation.                             to Registrant's Form 8-B as
                                                     filed on May 5, 1995

4(c)      Registrant's By-Laws                       Incorporated by reference
                                                     to Appendix B of SafeCard's
                                                     1995 definitive proxy
                                                     statement which was
                                                     included in Ideon's
                                                     Registration Statement on
                                                     Form S-4 (No. 33-58273)
                                                     filed as of March 28, 1995.

 5        Opinion of Mahoney Adams & Criser, P.A.    13-15

15        Letter regarding unaudited financial       16
          information.

23(a)     Consents of Price Waterhouse LLP,          17
          Independent Accountants.

23(b)     Consent of Mahoney Adams & Criser, P.A.,   Included in Exhibit 5.