<PAGE>


   As filed with the Securities and Exchange Commission on December 6, 2001
                                                      Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 ---------------

                       PEDIATRIC SERVICES OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                      58-1873345
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                 310 Technology Parkway, Norcross, Georgia 30092
          (Address of principal executive offices, including zip code)


        Pediatric Services of America, Inc. Employee Stock Purchase Plan
                            (Full title of the plan)

                                 ---------------


        Susan E. Dignan, Esq.                                Copy to:
          General Counsel                               Thomas Wardell, Esq.
  Pediatric Services of America, Inc.                Long Aldridge & Norman LLP
       310 Technology Parkway                        303 Peachtree Street, N.E.
       Norcross, Georgia 30092                              Suite 5300
(Name and address of agent of service)               Atlanta, Georgia 30308-3201
          (404) 441-1580                                  (404) 527-4000
(Telephone number, including area
   code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Title of                                              Proposed                Proposed
securities                      Amount                 maximum                 maximum               Amount of
to be                            to be             offering price             aggregate            registration
registered                  registered (1)          per share (1)        offering price (1)           fee (1)
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                   <C>                       <C>
Common Stock,
$.01 par value
per share                      500,000                 $7.690               $3,845,000               $918.96
--------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  The offering price of the shares which may be acquired pursuant to the
     Pediatric Services of America, Inc. Employee Stock Purchase Plan (the
     "Employee Stock Purchase Plan") is not presently determinable. The offering
     price for such shares is estimated pursuant to Rule 457(c) and (h) of the
     Securities Act of 1933, as amended (the "Securities Act") solely for the
     purpose of calculating the registration fee and is based upon the average
     of the high and low prices of the Registrant's Common Stock on November 29,
     2001 as quoted on the Nasdaq National Market. An undetermined number of
     additional shares may be issued, or the shares registered hereunder may be
     combined into an undetermined lesser number of shares, if the antidilution
     provisions of the Employee Stock Purchase Plan become operative. An initial
     75,000 shares of Common Stock which may be acquired under the Employee
     Stock Purchase Plan were registered under a Registration Statement
     (Commission File No. 33-99936) that became effective on December 1, 1995.

<PAGE>

          INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT

     This Registration Statement relates, in part, to an amendment to the
Employee Stock Purchase Plan to increase the number of shares of Common Stock
eligible to be purchased through the Plan from 75,000 to 575,000. An earlier
Registration Statement on Form S-8 (Commission File No. 33-99936) covering
75,000 shares was effective as of December 1, 1995. Pursuant to General
Instruction E to Form S-8, the contents of the earlier Registration Statement
are incorporated herein by reference.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I of the
instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the Employee Stock Purchase Plan as required by Rule 428(b)(1)
of the Securities Act. These documents are not being filed with the Securities
and Exchange Commission as a part of this Registration Statement in accordance
with Rule 428(b) and the Note to Part I of Form S-8.


                                       2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents heretofore filed by Pediatric Services of
America, Inc. (the "Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") hereby are incorporated herein by
reference as of their respective dates:

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001; and

         (2) The description of the Company's Common Stock as contained in the
Company's Registration Statement on Form 8-A (SEC File No. 0-23946) as declared
effective by the Commission on June 3, 1994, including all amendments or reports
filed for the purpose of updating such description.

         In addition, all reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and made a part hereof from the date of the
filing of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article Ninth of the Company's Amended and Restated Certificate of
Incorporation and Article VI, Section 4 of the Company's Amended and Restated
Bylaws provide that each person who was or is made a party to, is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding"), by reason of
the fact that he, or a person for whom he is a legal representative, is or was a
director, officer, employee or agent of the Company (or was serving at the
request of the Company as a director, officer, employee or agent of another
entity, including employee benefit plans) will be indemnified and held harmless
by the Company to the fullest extent authorized by the Delaware General
Corporation Law as it currently exists or is later amended. The Company shall be
required to indemnify a person in connection with a Proceeding initiated by such
person only if the Proceeding was authorized by the Board of Directors of the
Company.

         Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was


                                       3

<PAGE>

unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees) actually and
reasonably incurred by him if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, 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 a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigation 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 is not entitled to be
indemnified by the corporation.

         Article Seventh of the Company's Amended and Restated Certificate of
Incorporation also provides that a director of the Company shall not be
personally liable to the Company 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 the Company or its stockholders, (ii) for
any acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction in which the director derived an
improper personal benefit.

         The Company maintains directors and officers liability insurance that
will insure against liabilities that directors or officers of the Company may
incur in such capacities.

ITEM 8.  EXHIBITS

         Pursuant to the instructions to Item 8 of Form S-8, no opinion of
counsel as to the legality of the securities being registered is required
because the shares are not original issuance securities.

Exhibit
Number      Description
------      -----------
 23.1       Consent of Ernst & Young LLP.

 24.1       Powers of Attorney.


ITEM 9.  UNDERTAKINGS

         A.  Rule 415 Offering.

         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;


                                       4

<PAGE>

             (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 end 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 percent change in the maximum aggregate offering price set forth in
         the "Calculation of Registration Fee" table in the effective
         registration statement; and

             (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, because this registration statement is on Form S-8,
--------  -------
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 with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this 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.  Subsequent Documents Incorporated by Reference.

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

         C.  Indemnification of Officers, Directors and Controlling Persons.

         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 provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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.


                                       5

<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 the City of Norcross, State of Georgia, on December 3, 2001.

                                       PEDIATRIC SERVICES OF AMERICA, INC.

                                       (Registrant)

                                       By: /s/ Joseph D. Sansone
                                           -------------------------------------
                                           Joseph D. Sansone
                                           Chairman of the Board, President 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 indicated
as of December 3, 2001.

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

/s/ Joseph D. Sansone                        Chairman of the Board of
---------------------------                  Directors, President and
Joseph D. Sansone                            Chief Executive Officer
                                             (Principal Executive Officer)


/s/ James M. McNeill                         Senior Vice President,
---------------------------                  Chief Financial Officer,
James M. McNeill                             Secretary and Treasurer
                                             (Principal Financial and
                                             Accounting Officer)

         *                                   Director
---------------------------
Michael J. Finn

         *                                   Director
---------------------------
Robert P. Pinkas

         *                                   Director
---------------------------
Edward K. Wissing

         *                                   Director
---------------------------
Michael E. Axelrod

*By: /s/ James M. McNeill
     ----------------------
     James M. McNeill
     (Attorney in Fact)



                                       6

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number      Description
------      -----------
 23.1       Consent of Ernst & Young LLP

 24.1       Powers of Attorney



                                       7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18074}]
{"company-data": {"conformed-name": "PEDIATRIC SERVICES OF AMERICA INC", "cik": "0000893430", "assigned-sic": "8082", "irs-number": "581873345", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74658", "film-number": "1807815"}, "business-address": {"street1": "31O TECHNOLOGY PKWY", "city": "NORCROSS", "state": "GA", "zip": "30092-2929", "phone": "7704411580"}, "mail-address": {"street1": "310 TECHNOLOGY PKWY", "city": "NORCROSS", "state": "GA", "zip": "30092-2929"}}
As filed with the Securities and Exchange Commission on December 6, 2001
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 ---------------

                       PEDIATRIC SERVICES OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                      58-1873345
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                 310 Technology Parkway, Norcross, Georgia 30092
          (Address of principal executive offices, including zip code)

        Pediatric Services of America, Inc. Employee Stock Purchase Plan
                            (Full title of the plan)

                                 ---------------

        Susan E. Dignan, Esq.                                Copy to:
          General Counsel                               Thomas Wardell, Esq.
  Pediatric Services of America, Inc.                Long Aldridge & Norman LLP
       310 Technology Parkway                        303 Peachtree Street, N.E.
       Norcross, Georgia 30092                              Suite 5300
(Name and address of agent of service)               Atlanta, Georgia 30308-3201
          (404) 441-1580                                  (404) 527-4000
(Telephone number, including area
   code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Title of                                              Proposed                Proposed
securities                      Amount                 maximum                 maximum               Amount of
to be                            to be             offering price             aggregate            registration
registered                  registered (1)          per share (1)        offering price (1)           fee (1)
--------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value
per share                      500,000                 $7.690               $3,845,000               $918.96
--------------------------------------------------------------------------------------------------------------------
(1)  The offering price of the shares which may be acquired pursuant to the
     Pediatric Services of America, Inc. Employee Stock Purchase Plan (the
     "Employee Stock Purchase Plan") is not presently determinable. The offering
     price for such shares is estimated pursuant to Rule 457(c) and (h) of the
     Securities Act of 1933, as amended (the "Securities Act") solely for the
     purpose of calculating the registration fee and is based upon the average
     of the high and low prices of the Registrant's Common Stock on November 29,
     2001 as quoted on the Nasdaq National Market. An undetermined number of
     additional shares may be issued, or the shares registered hereunder may be
     combined into an undetermined lesser number of shares, if the antidilution
     provisions of the Employee Stock Purchase Plan become operative. An initial
     75,000 shares of Common Stock which may be acquired under the Employee
     Stock Purchase Plan were registered under a Registration Statement
     (Commission File No. 33-99936) that became effective on December 1, 1995.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT

     This Registration Statement relates, in part, to an amendment to the
Employee Stock Purchase Plan to increase the number of shares of Common Stock
eligible to be purchased through the Plan from 75,000 to 575,000. An earlier
Registration Statement on Form S-8 (Commission File No. 33-99936) covering
75,000 shares was effective as of December 1, 1995. Pursuant to General
Instruction E to Form S-8, the contents of the earlier Registration Statement
are incorporated herein by reference.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I of the
instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the Employee Stock Purchase Plan as required by Rule 428(b)(1)
of the Securities Act. These documents are not being filed with the Securities
and Exchange Commission as a part of this Registration Statement in accordance
with Rule 428(b) and the Note to Part I of Form S-8.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents heretofore filed by Pediatric Services of
America, Inc. (the "Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") hereby are incorporated herein by
reference as of their respective dates:

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001; and

         (2) The description of the Company's Common Stock as contained in the
Company's Registration Statement on Form 8-A (SEC File No. 0-23946) as declared
effective by the Commission on June 3, 1994, including all amendments or reports
filed for the purpose of updating such description.

         In addition, all reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and made a part hereof from the date of the
filing of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article Ninth of the Company's Amended and Restated Certificate of
Incorporation and Article VI, Section 4 of the Company's Amended and Restated
Bylaws provide that each person who was or is made a party to, is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding"), by reason of
the fact that he, or a person for whom he is a legal representative, is or was a
director, officer, employee or agent of the Company (or was serving at the
request of the Company as a director, officer, employee or agent of another
entity, including employee benefit plans) will be indemnified and held harmless
by the Company to the fullest extent authorized by the Delaware General
Corporation Law as it currently exists or is later amended. The Company shall be
required to indemnify a person in connection with a Proceeding initiated by such
person only if the Proceeding was authorized by the Board of Directors of the
Company.

         Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was

                                       3
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees) actually and
reasonably incurred by him if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, 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 a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigation 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 is not entitled to be
indemnified by the corporation.

         Article Seventh of the Company's Amended and Restated Certificate of
Incorporation also provides that a director of the Company shall not be
personally liable to the Company 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 the Company or its stockholders, (ii) for
any acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction in which the director derived an
improper personal benefit.

         The Company maintains directors and officers liability insurance that
will insure against liabilities that directors or officers of the Company may
incur in such capacities.

ITEM 8.  EXHIBITS

         Pursuant to the instructions to Item 8 of Form S-8, no opinion of
counsel as to the legality of the securities being registered is required
because the shares are not original issuance securities.

Exhibit
Number      Description
------      -----------
 23.1       Consent of Ernst & Young LLP.

 24.1       Powers of Attorney.

ITEM 9.  UNDERTAKINGS

         A.  Rule 415 Offering.

         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;

                                       4
(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 end 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 percent change in the maximum aggregate offering price set forth in
         the "Calculation of Registration Fee" table in the effective
         registration statement; and

             (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, because this registration statement is on Form S-8,
--------  -------
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 with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this 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.  Subsequent Documents Incorporated by Reference.

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

         C.  Indemnification of Officers, Directors and Controlling Persons.

         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 provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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.

                                       5
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 the City of Norcross, State of Georgia, on December 3, 2001.

                                       PEDIATRIC SERVICES OF AMERICA, INC.

                                       (Registrant)

                                       By: /s/ Joseph D. Sansone
                                           -------------------------------------
                                           Joseph D. Sansone
                                           Chairman of the Board, President 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 indicated
as of December 3, 2001.

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

/s/ Joseph D. Sansone                        Chairman of the Board of
---------------------------                  Directors, President and
Joseph D. Sansone                            Chief Executive Officer
                                             (Principal Executive Officer)

/s/ James M. McNeill                         Senior Vice President,
---------------------------                  Chief Financial Officer,
James M. McNeill                             Secretary and Treasurer
                                             (Principal Financial and
                                             Accounting Officer)

         *                                   Director
---------------------------
Michael J. Finn

         *                                   Director
---------------------------
Robert P. Pinkas

         *                                   Director
---------------------------
Edward K. Wissing

         *                                   Director
---------------------------
Michael E. Axelrod

*By: /s/ James M. McNeill
     ----------------------
     James M. McNeill
     (Attorney in Fact)

                                       6
EXHIBIT INDEX

Exhibit
Number      Description
------      -----------
 23.1       Consent of Ernst & Young LLP

 24.1       Powers of Attorney

                                       7