<PAGE>
As filed with the Securities and Exchange Commission on May 20, 1996.

                                                             File No. 33-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

            Delaware                                         11-3076108
  (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

     515 East Las Olas Blvd.
         Suite 1600
    Fort Lauderdale, Florida                                   33301
(Address of principal executive offices)                     (Zip Code)

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

                            CONSULTING AGREEMENT WITH
                              LOGICA OVERSEAS, S.A.

                            CONSULTING AGREEMENT WITH
                             RUBIN CONSULTANTS, INC.
                                       and
                           COMPENSATION AGREEMENT WITH
                       ADVISORS, DIRECTORS AND CONSULTANTS
                           ---------------------------
                            (Full title of the plan)

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

                            William Reiter, President
                       515 East Las Olas Blvd., Suite 1600
                         Fort Lauderdale, Florida 33301
                          Telephone No.: (954) 766-2552
                     (Name and address of agent for service)

                                    Copy to:

                             Joel D. Mayersohn, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
                               ------------------


<PAGE>



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate    Amount of
Title of securities   Amount to be     price per   offering   registration
 to be registered     registered(1)    share(1)    price(1)      fee (1)
================================================================================

Common Stock           309,000
($.02 par value)       shares            $5.00     $1,545,000   $533
================================================================================

(1)      Pursuant to Rule  457(h),  the maximum  offering  price was  calculated
         based  upon the  closing  price of the  Company's  Common  Stock on the
         American Stock Exchange on May 14, 1996.




































                                        2


<PAGE>



                           HEALTH PROFESSIONALS, INC.

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K



              Form S-8 Item Number
                  and Caption                     Caption in Prospectus
                  -----------                     ---------------------

 1.  Forepart of Registration State-              Facing Page of Registration
     ment and Outside Front Cover                 Statement and Cover Page of
     Page of Prospectus                           Prospectus

 2.  Inside Front and Outside Back                Inside Cover Page of Pro-
     Cover Pages of Prospectus                    spectus and Outside Cover
                                                  Page of Prospectus

 3.  Summary Information, Risk Fac-               Not Applicable
     tors and Ratio of Earnings to
     Fixed Charges

 4.  Use of Proceeds                              Not Applicable

 5.  Determination of Offering Price              Not Applicable

 6.  Dilution                                     Not Applicable

 7.  Selling Security Holders                     Sales by Selling Security
                                                  Holders

 8.  Plan of Distribution                         Cover Page of Prospectus
                                                  and Sales by Selling
                                                  Security Holders

 9.  Description of Securities to be              Description of Securities;
     Registered                                   Consulting Agreements

10.  Interests of Named Experts and               Legal Matters
     Counsel

11.  Material Changes                             Not Applicable

12.  Incorporation of Certain Infor-              Incorporation of Certain
     mation by Reference                          Documents by Reference

13.  Disclosure of Commission Posi-               Indemnification of Direc-
     tion on Indemnification for                  tors and Officers; Under-
     Securities Act Liabilities                   takings


                                        3


<PAGE>
PROSPECTUS
                           HEALTH PROFESSIONALS, INC.

                         309,000 Shares of Common Stock
                                ($.02 par value)

                               Issued Pursuant to
                    the Company's Consulting Agreements with
                            Rubin Consultants, Inc.,
                             Logica Overseas, S.A.,
                         and Compensation Agreement with
                       Advisors, Directors and Consultants

         This Prospectus is part of a Registration  Statement which registers an
aggregate of 309,000  shares of Common Stock,  $.02 par value (such shares being
referred to as the "Shares"),  of Health  Professionals,  Inc. (the "Company" or
"HPI") which have been issued to (i) Rubin Consultants, Inc. a consultant to the
Company ("Rubin") pursuant to a written Consulting  Agreement dated February 16,
1996 (the "Rubin Consulting  Agreement"),  providing for the issuance of 160,000
Shares;  (ii) Logica  Overseas,  S.A.,  a consultant  to the Company  ("Logica")
pursuant to a written  Consulting  Agreement  dated April 22, 1996 (the  "Logica
Consulting  Agreement") providing for the issuance of 80,000 Shares; (iii) 9,000
shares to Atlas, Pearlman,  Trop & Borkson, P.A. ("APT&B"),  and 5,000 shares to
Romanick,  Lavin,  Huss and Paoli ("RLH&P"),  counsel to the Company pursuant to
written  compensation  agreements (the  "Compensation  Agreements");  (iv) 2,500
shares each to Fred Roa and John Marsh,  directors of the  Company,  pursuant to
written agreements (the "Director Agreements"); (v) 10,000 shares to Bradford J.
Beilly  ("Beilly"),   the  Company's  general  counsel  pursuant  to  a  written
agreement; and (vi) 40,000 shares to Brompton Asset Management,  S.A. (the "J.V.
Consultant")  pursuant  to a written  agreement  dated April 22, 1996 (the "J.V.
Agreement").  Rubin and Logica and J.V. Consultant may be sometimes collectively
referred to as the "Consultants," and the Rubin Consulting Agreement, the Logica
Consulting  Agreement and the J.V. Agreement may be collectively  referred to as
the "Consulting  Agreements".  In addition,  the Consultants,  APT&B, RLH&P, the
directors,  Beilly  and the  J.V.  Consultant,  in  their  capacity  as  selling
shareholders,  may  sometimes  hereafter  be  collectively  referred  to as  the
"Selling  Security  Holders."  All of the Shares  are being or have been  issued
pursuant to written consulting agreements.

           The Company has been  advised by the Selling  Security  Holders  that
they  may  sell  all or a  portion  of the  Shares  from  time  to  time  in the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise,  and that such Shares will be sold at market prices  prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales.  The Shares are subject to listing on The American
Stock Exchange.

         No person has been authorized by the Company to give any information or
to make any  representation  other than as contained in this Prospectus,  and if
given or made,  such  information or  representation  must not be relied upon as
having been  authorized by the Company.  Neither the delivery of this Prospectus
nor any  distribution  of the Shares  issuable under the terms of the Agreements
shall,  under any  circumstances,  create any implication that there has been no
change in the affairs of the Company since the date hereof.

                                        4


<PAGE>

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

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

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

         THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

                  The date of this Prospectus is May 20, 1996.









































                                        5


<PAGE>



                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the  Securities  and Exchange  Commission  (the  "Commission").  Reports,  proxy
statements and other  information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549.  Copies of this material can also be obtained at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's Common Stock is traded on the American Stock Exchange under the symbol
"HPI."

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended (the  "Act"),  with respect to the resale of up to an aggregate of up to
309,000 Shares of the Company's Common Stock, to be issued to Consultants of the
Company and pursuant to written  Consulting  Agreements of HPI. This Prospectus,
which  is  Part I of  the  Registration  Statement,  omits  certain  information
contained in the Registration Statement. For further information with respect to
the  Company  and the Shares of the  Common  Stock  offered by this  Prospectus,
reference is made to the Registration Statement, including the exhibits thereto.
Statements in this Prospectus as to any document are not  necessarily  complete,
and where any such  document is an exhibit to the  Registration  Statement or is
incorporated  by  reference  herein,  each such  statement  is  qualified in all
respects by the provisions of such exhibit or other document, to which reference
is hereby made, for a full statement of the  provisions  thereof.  A copy of the
Registration  Statement,  with exhibits,  may be obtained from the  Commission's
office in  Washington,  D.C.  (at the above  address)  upon  payment of the fees
prescribed by the rules and  regulations  of the  Commission,  or examined there
without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

         1.       The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995.

         2.       The Company's Quarterly Report on Form 10-Q for the quarterly
 period ended December 31, 1995.

         3.       All reports and documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have 

                                        6


<PAGE>



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  date of filing of such  documents.  Any  statement  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.  Any statement modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute part of this Prospectus.

         The Company hereby undertakes to provide without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such  copies  should be directed to  Corporate  Secretary,  Health
Professionals,  Inc.,  515 East Las Olas  Blvd.,  Suite 1600,  Fort  Lauderdale,
Florida 33301.

































                                        7


<PAGE>



                                   THE COMPANY

         The Company was formed pursuant to the laws of the State of New York ln
1975 under the name Health Extension  Services,  Inc. In fiscal 1986,  following
the merger of its primary operating  subsidiary into itself, the Company changed
its  name to  Professional  Care,  Inc.  ("PCI").  On  November  25,  1991,  the
shareholders  of the Company  approved a merger and  restructuring  whereby each
share of PCI common  stock was  exchanged  for a share of common stock of Health
Professionals,  Inc. ("HPI"),  a Delaware  corporation formed on August 12, 1991
for the purpose of the  restructuring.  PCI became a wholly-owned  subsidiary of
HPI, and the existing  subsidiaries of PCI also became  subsidiaries of HPI. HPI
and late subsidiaries (and any subsidiaries of such  subsidiaries) are sometimes
hereinafter  collectively referred to as the "Company." The executive offices of
the  Company  are  located  at 515 East Las Olas  Boulevard,  Suite  1600,  Fort
Lauderdale, Florida 33301. The Company's telephone number is (305) 766-2552.

         In  December,  1991,  the Company  acquired  100% of Center for Special
Immunology,  Inc.  ("CSI")  and its  subsidiaries  which have  since  become the
primary  operating  businesses  of  the  Company.  CSI,  owns  and  operates  an
integrated  health care  delivery and clinical  research  system that includes a
multi-state  network,  operating  in 8  states,  of  primary  care and  clinical
research  facilities   specializing  in  immune  system  disorders,   consisting
primarily of HIV, AIDS and Chronic Fatigue Immune Dysfunction  Syndrome (CFIDS).
The network also conducts  multi-center trials in cooperation with biotechnology
and  pharmaceutical  companies.  CSI was  founded in 1986 by William M.  Reiter,
M.D.,  FACP,  and Paul J.  Cimoch,  M.D.,  FACP,  who are  both  internationally
recognized research  physicians.  Dr. Reiter is currently Chairman of the Board,
President  and Chief  Executive  Officer  of the  Company  and Dr.  Cimoch is an
officer of CSI.

         The Company and its  subsidiary,  CSI,  were the subject of a number of
adverse  newspaper  articles  commencing  in May 1993.  The source of certain of
these negative  articles was a former  shareholder/employee  of CSI who had been
attempting  to  gain  a  financial  settlement  from  the  Company.  The  former
shareholder/employee,  who  had no  responsibilities  for  medical  or  research
activities  during his  employment,  contacted the Food and Drug  Administration
(FDA) in 1993 and alleged that a CSI affiliated  medical practice falsified data
in a 1989 study,  two years prior to CSI's  acquisition by the Company.  The FDA
concluded its inquiry into this matter  during 1994 and issued a warning  letter
to communicate their findings.  Certain deficiencies in record-keeping practices
were noted in the warning  letter which have been  corrected and the Company has
begun receiving new contracts to perform FDA studies.  The Company believes that
this adverse  publicity  had the impact of causing a decline in patient flow and
temporarily halted the procurement of new clinical trials contracts






                                        8


<PAGE>



and caused a decrease in the price of the Company's  Common  Stock,  all both of
which limited the availability of the capital required to add new facilities and
diverted management's attentions towards defending the Company.

         A.       CONTINUING OPERATIONS
                  ---------------------
         GENERAL
         -------
         CSI owns and operates an  integrated  health care delivery and clinical
research system that includes a multi-state network of primary care and clinical
research facilities specializing in immune system disorders consisting primarily
of HIV, AIDS and CFIDS. The network also conducts  multi-center  clinical trials
in cooperation with  biotechnology  and  pharmaceutical  companies.  The Company
became  engaged in this health care  delivery and research  business in December
1991,  when it  acquired  all of the stock of CSI.  CSI was  founded  in 1986 by
William M.  Reiter,  MD,  FACP and Paul J.  Cimoch,  MD,  FACP,  internationally
recognized research physicians.

         Historical  outcomes  analysis has demonstrated  that the course of HIV
disease  can  be  profoundly  and  positively   altered  by  the  use  of  early
intervention   strategies   and  by  preventive   treatment   directed   against
opportunistic  infections.   Through  its  efforts  in  research  and  practical
application,  CSI has  developed  protocols  for the  treatment of HIV patients.
These  protocols  specify the  treatments  and  therapies  to be provided to HIV
patients,   depending  on  the  stage  of  the  disease  as   determined   by  a
multi-parametric  evaluation of clinical status,  viral activity and immunologic
function.  Treatment  of HIV  patients  at CSI  facilities  by their  affiliated
physicians is offered in accordance with these protocols. CSI has also developed
research protocols which govern the processes and record keeping practices to be
followed in specified  studies performed by CSI. These studies may be undertaken
at CSI's  initiative or in  conjunction  with a separate  organization  (e.g., a
pharmaceutical company), which would typically finance the study and pay certain
fees to CSI in return for conducting its portion of the clinical trial.

         CFIDS is  believed to result from a genetic  failing  occurring  in the
immune response genes.  This defect,  when coupled with certain viral infections
or other  activating  factors,  leads to a state of chronic  immune  activation,
which  causes  a  variety  of  symptoms,  including  profound  fatigue.  CSI has
developed treatment protocols for chronic fatigue patients, the goal of which is
to rebalance the immune system or otherwise alleviate symptoms.

         Services  provided  by  CSI  (including  its  CSI  Clinical
Laboratories,  Inc.,  and CSI  Therapeutics,  Inc.,  CSI  Clinical
Trials,  Inc.  and  CSI  Managed  Care,  Inc.  subsidiaries)  have
accounted  for  all  of  the  Company's  operating  revenues  from





                                        9


<PAGE>



continuing  operations  since the Company  acquired CSI. After acquiring CSI and
its  two  (2)  operating  facilities,  the  Company  has  opened  three  (3) new
facilities  and has entered  into  independent  affiliation  agreements  with an
additional thirteen (13) facilities.

         ORGANIZATION AND OPERATION
         --------------------------
         The Company  through CSI owns and operates 5 facilities  located in Ft.
Lauderdale,  Fla., Miami, Fla., Chicago, Ill., Irvine, CA and San Diego, CA. CSI
Clinical Laboratories, Inc. ("CSI Clinical Laboratories") is a licensed clinical
laboratory  that  currently  provides  services  exclusively  to CSI's  clinical
facilities. CSI Therapeutics,  Inc. ("CSI Therapeutics") provides pharmaceutical
distribution,  home care and infusion care in  connection  with the operation of
CSI's  facilities.  CSI Clinical Trials,  Inc. ("CSI Clinical  Trials") conducts
multi-center  clinical trials for biotechnology and pharmaceutical  companies as
well as its own internally developed treatment protocols. CSI Managed Care, Inc.
("CSI Managed Care") markets and administrates managed care contracts with third
party payors,  including  preferred provider  organizations,  health maintenance
organizations and self insured organizations.

         Each  of  the  five  (5)  Company  owned   facilities  is  owned  by  a
wholly-owned  subsidiary of CSI. A medical  professional  association (the "PC")
enters into an Independent  Practice  Affiliation  Agreement  (IPAA) with CSI to
utilize the facility in order to provide care to its patients with immunological
and related diseases.

         SUPPORT SERVICES
         ----------------
         In addition to providing and updating treatment and research protocols,
CSI also offers  other  support  services  to its  facilities.  These  currently
include laboratory, pharmaceutical distribution, home care, out-patient infusion
services, clinical trial services and a managed care network.

         1.       LABORATORY SERVICES:  CSI Clinical Laboratories is a
                  licensed  clinical  laboratory,  operated  to  research
                  standards.  It currently provides services exclusively to
                  CSI  clinical  facilities  and  CSI's  Privately  Owned
                  Facility Independent Practice Affiliates. The laboratory
                  specializes in hematology, immunogenetics and diagnostic
                  immunology; with particular expertise in flow cytometery
                  and immunoassay.  General laboratory work is provided by
                  a sub-contract with a national reference laboratory.
                  Laboratory result reporting from all sources is through
                  CSI's integrated information technologies system.  All
                  information  is  archived  in  relational  data  bases,
                  enabling customized clinical presentation and post hoc
                  research analysis.






                                       10


<PAGE>




         2.       THERAPEUTIC SERVICES:  CSI Therapeutics is the umbrella
                  subsidiary for pharmaceutical distribution, home care and
                  infusion care.  Parenteral pharmaceutical distribution is
                  made to PA's for in office use of injectable medications
                  by the PA.  Oral pharmaceutical distribution is made to
                  PA's  for  dispensing  by  the  PA  in  accordance  with
                  applicable regulation~.  Home health care and out-patient
                  infusion care is available to patients of the PA through
                  CSI, primarily via a national sub-contract arrangements
                  with an unaffiliated home health care companies.

         3.       CSI CLINICAL TRIALS: CSI's Clinical Trials Division is
                  responsible for protocol review, budget development and
                  presentation to the clinical network of all Clinical
                  Trials conducted for biotechnical or pharmaceutical
                  companies or CSI's internally developed protocols.
                  Research physicians and protocol specialists in the
                  Clinical Trials Division oversee study initiation,
                  quality assurance, administrative and regulatory matters.
                  All source documentation from study sites utilizing CSI's
                  Affiliated Physicians Network will be captured on CSI
                  Information Technologies System clinical and research
                  templates.  Data will be monitored centrally,
                  automatically extracted to study case report forms and
                  transferred to sponsors for interim analysis.  Manual
                  transcription of data from source documents to case
                  report forms and to the sponsor's computer data bases
                  will be obviated. All information will be transformed
                  into electronic records, with security standards making
                  them acceptable for submission to governmental regulatory
                  agencies.

         4.       CSI MANAGED CARE:   CSI Managed Care, Inc. markets and
                  administers discounted  fee  for  service relationships
                  with third party insurers, preferred provider
                  organization~, health maintenance organizations and self
                  insured organizations.  Once negotiated, the contracts
                  are made available to CSI's Independent Affiliated
                  Physicians Network whose physicians have the opportunity
                  to accept or decline the contract. Once it has accepted
                  a contract, the Affiliate agrees to honor the fee
                  structure throughout its term. In addition, CSI Managed
                  Care, Inc. has entered into a Data Management Analysis
                  and Royalty Agreement with CHOE, a wholly-owned
                  subsidiary of the Bristol-Myers Squibb Company under
                  which CSI has received $350,000 of income for the sale of
                  its historical data on treatment outcomes for various
                  treatment protocols. CSI Managed Care intends to develop
                  capitated care programs which can be marketed
                  independently or in conjunction with pharmaceutical and
                  other service providers.

                                       11


<PAGE>



         MARKETING
         ---------
         CSI targets its marketing  efforts to a number of audiences,  including
third party payors,  prospective  patients,  physicians,  and pharmaceutical and
biotechnology  companies.  Marketing to prospective patients is primarily in the
form of media  advertising  and  seminars  conducted  for  appropriate  consumer
groups.  CSI maintains its presence among  physicians  through articles in trade
journals written by CSI physicians as well as through  presentations at domestic
and international  conventions.  Currently,  CSI estimates that new patients are
generated equally from three sources: media advertising, physician referrals and
word-of-mouth referrals from current patients.

         CSI  continues to direct its  marketing  efforts to address third party
insurance  companies,  preferred  provider  organizations,   health  maintenance
organizations,  and self-insured  companies including the negotiation of managed
care contracts with some of these groups.

         In addition  to the above,  the Company  also  markets its  services to
pharmaceutical and biotechnology  companies in an effort to generate  additional
revenues by performing  research studies for those companies.  Marketing efforts
in this area consist  primarily of meetings with  executives  of such  companies
where CSI marketing personnel can demonstrate that due to its large patient base
as well as the successful completion of similar studies in the past, CSI is well
suited  to  perform  studies   required  by  health  care  companies  to  obtain
governmental  approval for new drugs or other  therapies  geared toward patients
with immunological and related diseases.

         The  Company's  strategy  is to expand  its  clinical  network  through
affiliation with established  physician  practices,  to actively pursue clinical
research  studies and to contract with managed care  companies and  self-insured
employers.  The Company  feels that this  approach  offers  long term  strategic
advantages  to  facilitate  growth as the market for  immunologic  research  and
treatment continues to rapidly expand.

Consulting Agreement with Rubin

         On February 16, 1996, the Company  entered into a Consulting  Agreement
with  Rubin,  pursuant to which the Company  agreed to issue  160,000  Shares of
Common  Stock of the  Company in  consideration  for  consulting  services to be
provided to the Company over an anticipated  three-year  period commencing as of
the date of the agreement.  The term of the  Consulting  Agreement will be three
years unless sooner  terminated as provided  therein and Rubin will provide full
time  services  until  June  15,  1996  and a  minimum  of 40  hours  per  month
thereafter,  for the remaining term of the Consulting Agreement. Under the terms
of the Rubin  Consulting  Agreement,  Rubin is to undertake for and consult with
the Company




                                       12


<PAGE>



concerning management, marketing, strategic planning, corporate organization and
structure,  expansion  of  services  and shall  review and  advise  the  Company
regarding its overall  progress,  needs and  condition.  Rubin has agreed not to
transfer, sell or dispose of 10,000 of its shares until August 15, 1996.

         In particular,  Rubin shall provide the following  enumerated services:
(i) valuation of the Company's business activities including, but not limited to
research and development,  clinical  trials,  information  systems,  accounting,
banking arrangements and overall analysis for the Company's financial condition;
(ii)  preparation of business plan;  (iii) assist the Company in the analysis of
future expansion and identification of specific clinics with appropriate patient
base for affiliation; (iv) assist the Company in the negotiation, evaluation and
structuring  of  strategic  alliances  and joint  ventures;  and (v)  assist the
Company in the attainment of and negotiation for banking facilities and suitable
credit lines.

Consulting Agreement with Logica

         On April 22, 1996, the Company entered into a Consulting Agreement with
Logica  pursuant to which the Company agreed to issue to 80,000 Shares of Common
Stock of the Company in consideration for consulting  services to be provided to
the Company over an anticipated  three-year  period commencing as of the date of
the Agreement.  The term of the Consulting  Agreement will be three years unless
sooner  terminated.  Logica is to  undertake  for and  consult  with the Company
concerning management, marketing, strategic planning, corporate organization and
structure, financial matters including stockholder relations, and evaluating and
structuring business acquisitions.

         In particular,  Logica shall provide the following enumerated services:
(i) the  implementation  of short-range and long-term  planning to fully develop
and enhance the Company's  assets,  resources and services  particularly as such
relate to the European  Community and the Far East; (ii) the implementation of a
marketing program to assist the Company in broadening the world-wide markets for
its business and services and promote the image of the Company world-wide; (iii)
assist the Company in monitoring the services  provided by the Company's outside
consultants and  contractors;  (iv) advise the Company relative to the continued
development  of a  stockholder  relations  program;  (v) assist  the  Company in
developing programs and resources to enable and enhance its capacities to secure
regulatory  approvals;  (vi)  advise  and assist  the  Company  in  identifying,
evaluating and structuring business acquisitions.

Consulting Agreement with J.V. Consultant

         On April 22, 1996, the Company entered into an Agreement with BioCoral,
Inc. pursuant to which the Company agreed to enter into a joint venture with





                                       13


<PAGE>
<PAGE>



BioCoral,  which joint  venturer  may enter into  arrangements  with one or more
parties introduced to the Company by the J.V.  Consultant.  In consideration for
introducing  BioCoral and other  venturers to the Company and for the assistance
of  the  J.V.  Consultant  with  respect  to  identification  of  such  parties,
assistance in negotiations,  evaluating and structuring  strategic alliances and
joint ventures, the Company agreed to issue the J.V. Consultant 40,000 shares of
its Common Stock.

Compensation Agreements

         On January 15, 1996, the Company  entered into an Agreement with APT&B,
whereby the Company  agreed to issue APT&B 9,000  shares of its Common  Stock as
compensation for certain legal services rendered to the Company.

         On September  29,  1995,  the Company  entered  into an Agreement  with
RLH&P,  whereby  the Company  agreed to issue  RLH&P 5,000  shares of its Common
Stock as settlement for certain  obligations  to RLH&P in connection  with legal
services performed by RLH&P on the Company's behalf.

         On September 30, 1995, the Company entered into Agreements with each of
Fred Roa and John Marsh, two of the Company's  directors,  pursuant to which the
Company agreed to issue each of Messrs. Roa and Marsh 2,500 shares of the Common
Stock of the Company in  consideration  for their  services as  directors of the
Company and  undertaking  such services in the absence of officers and directors
liability insurance.

         On February  21,  1996,  the Company  agreed to issue to Beilly  10,000
shares of its Common Stock in consideration for additional  services provided by
Beilly as general counsel and secretary to the Company.

Federal Income Tax Effects

         The  following  discussion  applies  to  the  stock  issued  under  the
Consulting and  Compensation  Agreements and is based on federal income tax laws
and  regulations in effect on March 31, 1996. In connection with the issuance of
stock as compensation  payable under the  Agreements,  there must be included in
gross income the excess of the fair market value of the property  received  over
the amount, if any, paid for the property in the first taxable year in which the
Consultant's  beneficial interest in the property either is "transferable" or is
not  subject  to a  "substantial  risk of  forfeiture."  A  substantial  risk of
forfeiture  exists  where  rights and property  that have been  transferred  are
conditioned,  directly or indirectly, upon the future performance (or refraining
from performance) of substantial  services by any person, or the occurrence of a
condition  related  to the  purpose  of the  transfer,  and the  possibility  of
forfeiture is substantial if such condition is not satisfied.  Stock received






                                       14


<PAGE>
<PAGE>



by a person who is subject to the short swing  profit  recovery  rule of Section
16(b)  of the  Securities  Exchange  Act of  1934  is  considered  subject  to a
substantial  risk of forfeiture so long as the sale of such property at a profit
could subject the stockholder to suit under that section. The rights are treated
as transferable if and when they can sell, assign,  pledge or otherwise transfer
any interest in the stock to any person.

Restrictions Under Securities Laws

         The sale of any Shares of stock must be made in compliance with federal
and state securities laws.  Officers,  directors and 10% or greater stockholders
of the Company, as well as certain other persons or parties who may be deemed to
be  "affiliates"  of the Company under the Federal  Securities  Laws,  should be
aware that  resales by  affiliates  can only be made  pursuant  to an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITY HOLDERS

         The  following  table  sets  forth  the  name of the  Selling  Security
Holders,  the amount of Shares of Common Stock held directly or indirectly,  the
maximum  amount of Shares of Common Stock to be offered by the Selling  Security
Holders,  the amount of Common Stock to be owned by the Selling Security Holders
following  sale of such Shares of Common Stock and the  percentage  of Shares of
Common Stock to be owned by the Selling Security Holders following completion of
such  offering  (based  on  2,198,000  Shares  of  Common  Stock of the  Company
outstanding at April 29, 1996).
<TABLE>
<CAPTION>

                                                        Shares to be
Name of Selling                Number of    Shares to    Owned After    Percentage to be
Security Holder              Shares Owned   be Offered    Offering     Owned After Offering
---------------              ------------   ----------  ------------   --------------------
<S>                          <C>            <C>         <C>            <C>   
Logica Overseas, S.A           80,000        80,000         -0-                --

Rubin Consultants, Inc.       160,000       160,000         -0-                --

Atlas, Pearlman,
Trop & Borkson, P.A             9,000         9,000         -0-                --

Romanick, Lavin,
Huss & Paoli                    5,000         5,000         -0-                --

John Marsh(1)                   3,500         2,500         -0-                --

Fred Roa(1)                     7,200         2,500         -0-                --

Bradford J. Beilly(2)          22,500        10,000         -0-                --

Brompton Asset
Management S.A                 40,000        40,000         -0-                --
</TABLE>


                                       15


<PAGE>
  (1) Includes 1,000 shares issuable under currently exercisable stock options.

  (2) Includes 10,000 shares issuable under currently exercisable warrants and
      stock options.

                            DESCRIPTION OF SECURITIES

Common Stock

         The Company is  authorized  by its Articles of  Incorporation  to issue
25,000,000  Shares of Common Stock, par value $.02 per Share, of which 2,198,000
were outstanding as of April 29, 1996. The holders of the Company's Common Stock
are  entitled to receive  dividends  at such time and in such  amounts as may be
determined  by the  Company's  Board  of  Directors,  and upon  liquidation  are
entitled  to share  ratably in the  assets of the  Company  remaining  after the
payment of all debts and other liabilities.

         All Shares of the Company Common Stock have equal voting  rights,  each
Share being entitled to one vote per Share for the election of Directors and for
all  other  purposes.  Holders  of such  Common  Stock are not  entitled  to any
preemptive rights to purchase or subscribe for any of the Company's  securities.
All of the  Company's  Common Stock which are issued and  outstanding  are fully
paid and  non-assessable.  Stockholders  do not have  cumulative  voting rights,
which  means  that the  holders  of more than 50% of the  Shares  voting for the
election of Directors are able to elect 100% of the Company's Directors.

         It is not  contemplated  that any dividends  will be paid on the Common
Stock,  and the  future  ability to pay  dividends  will be  dependent  upon the
success of the Company's  operations  and the decision by its management at that
time.

Preferred Stock

         The Company is authorized to issue 100,000  shares of Preferred  Stock,
par value $1.00 per share,  issuable in such  series and  bearing  such  voting,
dividend, conversion,  liquidation and other rights and preferences as the Board
of Directors  may  determine.  No shares of the Company's  Preferred  Stock were
outstanding as of the date hereof.

AMEX

         The Company's Common Stock is traded on the AMEX under the
symbol "HPI."

Transfer Agent

         The Company's Transfer Agent is Registrar and Transfer Co., 10 Commerce
Drive, Cranford, New Jersey.







                                       16


<PAGE>




                                     EXPERTS
                                    
         The financial  statements  and schedules  incorporated  by reference in
this Prospectus  have been audited by BDO Seidman,  LLP,  independent  certified
public accountants,  to the extent and for the periods set forth in their report
incorporated  herein by reference,  and are incorporated herein in reliance upon
such report  given upon the  authority  of said firm as experts in auditing  and
accounting.

                           PRICE RANGE OF COMMON STOCK
                           
         The  Company's  Common Stock is traded on AMEX under the symbol  "HPI."
The Company's  Common Stock was suspended from trading on the AMEX from February
17,  1995  to  September   29,  1995  and  during  such  period  traded  on  the
over-the-counter market. The Company does not fully satisfy all of the financial
guidelines  for listing on the AMEX and  accordingly,  there can be no assurance
that the AMEX  listing  will be  continued.  In  connection  with the  Company's
agreement  with  AMEX  to  resume  trading,  the  Company  agreed,   subject  to
stockholder  approval, to recommend a one-for-ten reverse stock at the Company's
next annual meeting of  stockholders.  At the annual meeting of  stockholders on
April 19, 1996 the Company's shareholders approved the reverse stock split. AMEX
also required the Company to improve its debt to equity ratio and to improve its
overall financial results. With respect to the improvement of the Company's debt
to equity ratio, the former Center for Special Immunology  ("CSI")  shareholders
have  agreed  and the  independent  directors  of the board  have  approved  the
conversion of $3,000,000 of a convertible  note at $.25 per share into 1,200,000
shares of the Company's  Common Stock.  This conversion will result in a release
of the  security  interest  in the stock of CSI held by such  shareholders.  The
following  table sets forth the range of high and low closing  sales or high bid
and high asked price quotations for the Common Stock for the periods indicated.

                                                   Common Stock
                                              High              Low
                                              ----              ---
Fiscal Year
-----------
1994
         1st Quarter....................      15.625            5.225
         2nd Quarter....................      13                6.875
         3rd Quarter....................      10                5
         4th Quarter....................      13                5.225
1995
         1st Quarter....................       7.50             3.125
         2nd Quarter....................       4.375             .625
         3rd Quarter....................       6.250             .938
         4th Quarter....................       7.50             1.875
1996
         October 1-December 31, 1995....       5                5
         December 31-March 31, 1995.....       3.75             1.875


                                       17


<PAGE>



         As of December 31, 1995,  the  approximate  number of record holders of
the Company's Common Stock was 751.

         The Company has not paid any cash  dividends on its Common  Stock.  For
the foreseeable  future,  the Company  anticipates that any earnings that may be
generated from operations will be used to finance the growth of the Company.

                                  LEGAL MATTERS
                                  
         Certain legal matters in connection  with the securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A.,  Special  Counsel  for  the  Company,  Fort  Lauderdale,  Florida.  Atlas,
Pearlman, Trop & Borkson, P.A.
owns 9,000 Shares of the Company's common stock.

                                 INDEMNIFICATION

         Pursuant to Section  102(b)(7)  of the General  Corporation  Law of the
State of Delaware (the "GCL"),  the state of incorporation  of the Company,  the
Certificate  of  Incorporation  of the Company,  eliminates the liability of the
Company's  directors to the Company or its stockholders,  except for liabilities
related to breach of duty of loyalty,  actions  not in good  faith,  and certain
other liabilities.

         The Certificate of Incorporation  and the Bylaws of the Company provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by the GCL. Section 145 of the GCL of the State of Delaware  generally
authorizes indemnification by a corporation when a person is made a party to any
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the  corporation  or was  serving as a  director,  officer,
employee or agent of another enterprise, at the request of the corporation,  and
if such person acted in good faith and in a manner reasonably believed by him or
her to be in, or not opposed to, the best  interests  of the  corporation.  With
respect to any  criminal  proceeding,  such person  must have had no  reasonable
cause to believe that his or her conduct was unlawful.  If it is determined that
the conduct of such person meets these  standards,  he or she may be indemnified
for expenses incurred and amounts paid in such proceeding  (including attorneys'
fees) if actually and reasonably incurred by him or her in connection therewith.

         If such a  proceeding  is  brought  by or on behalf of the  corporation
(i.e.,  a derivative  suit),  such person may be  indemnified  against  expenses
actually  and  reasonably  incurred  if he or she  acted in good  faith and in a
manner  reasonably  believed by him or her to be in, or not opposed to, the best
interests of the corporation.  There can be no  indemnification  with respect to
any matter as to which such person is adjudged to be liable to the  corporation;
however,  a court  may, even  in  such  case, allow such indemnification to such






                                       18


<PAGE>



person  for such  expenses  as the court  deems  proper.  Where  such  person is
successful  in any such  proceeding,  he or she is  entitled  to be  indemnified
against  expenses  actually and reasonably  incurred by him or her. In all other
cases,  indemnification is made by the corporation upon determination by it that
indemnification  of such  person  is  proper  because  such  person  has met the
applicable standard of conduct.

         The  Company  does not  maintain  directors'  and  officers'  liability
insurance.

         The foregoing indemnification  provisions are broad enough to encompass
certain liabilities of directors and officer of Company under the Securities Act
of 1933.







































                                       19


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference
-------           ---------------------------------------
         The  documents  listed in (a)  through  (b) below are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

                  (a)      The Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995.

                  (b)      The Company's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1995.

                  (c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.

                  (d)      The description of the Common Stock of the Company
which is contained in a Registration Statement dated December 19,
1991, on the Form 8-B (Reg. No. 1-10966) filed under the Exchange
Act, including any amendment or report filed for the purpose of
updating such description.

Item 4.           Description of Securities
-------           -------------------------
         A  description  of  the  Company's  securities  is  set  forth  in  the
Prospectus incorporated as a part of this Registration Statement.

Item 5.           Interests of Named Experts and Counsel
-------           --------------------------------------  
         Not Applicable.

Item 6.           Indemnification of Directors and Officers
-------           ------------------------------------------
          Pursuant to Section 102(b)(7) of the General  Corporation  Law of the
State of Delaware (the "GCL"),  the state of incorporation  of the Company,  the
Certificate  of  Incorporation  of the Company,  eliminates the liability of the
Company's  directors to the Company or its stockholders,  except for liabilities
related to breach of duty of loyalty,  actions  not in good  faith,  and certain
other liabilities.



                                        i


<PAGE>



         The Certificate of Incorporation  and the Bylaws of the Company provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by the GCL. Section 145 of the GCL of the State of Delaware  generally
authorizes indemnification by a corporation when a person is made a party to any
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the  corporation  or was  serving as a  director,  officer,
employee or agent of another enterprise, at the request of the corporation,  and
if such person acted in good faith and in a manner reasonably believed by him or
her to be in, or not opposed to, the best  interests  of the  corporation.  With
respect to any  criminal  proceeding,  such person  must have had no  reasonable
cause to believe that his or her conduct was unlawful.  If it is determined that
the conduct of such person meets these  standards,  he or she may be indemnified
for expenses incurred and amounts paid in such proceeding  (including attorneys'
fees) if actually and reasonably incurred by him or her in connection therewith.

         If such a  proceeding  is  brought  by or on behalf of the  corporation
(i.e.,  a derivative  suit),  such person may be  indemnified  against  expenses
actually  and  reasonably  incurred  if he or she  acted in good  faith and in a
manner  reasonably  believed by him or her to be in, or not opposed to, the best
interests of the corporation.  There can be no  indemnification  with respect to
any matter as to which such person is adjudged to be liable to the  corporation;
however,  a court may,  even in such case,  allow such  indemnification  to such
person  for such  expenses  as the court  deems  proper.  Where  such  person is
successful  in any such  proceeding,  he or she is  entitled  to be  indemnified
against  expenses  actually and reasonably  incurred by him or her. In all other
cases,  indemnification is made by the corporation upon determination by it that
indemnification  of such  person  is  proper  because  such  person  has met the
applicable standard of conduct.

         The  Company  does not  maintain  directors'  and  officers'  liability
insurance.

         The foregoing indemnification  provisions are broad enough to encompass
certain liabilities of directors and officer of Company under the Securities Act
of 1933.

Item 7.           Exemption from Registration Claimed
-------           -----------------------------------

         Inasmuch as the  Consultants  who  received  the Shares,  Company  were
knowledgeable,   sophisticated  and  had  access  to  comprehensive  information
relevant to the Company,  such  transactions  was  undertaken in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent  to such  issuance,  the  Consultants  were  required  to  express  an
investment intent and consent to the imprinting of a restrictive  legend on each
stock certificate to be received from the Company except upon




                                       ii


<PAGE>



sale of the underlying Shares of Common Stock pursuant to a
registration statement.

Item 8.           Exhibits
-------           --------

Exhibit                             Description
-------                             -----------

(4)(a)            Consulting Agreement with Rubin Consultants, Inc.

(4)(b)            Consulting Agreement with Logica Overseas, S.A.

(4)(c)            Stock Agreement with Atlas, Pearlman, Trop & Borkson,
                  P.A.

(4)(d)            Stock Agreement with Romanick, Lavin, Huss & Paoli

(4)(e)            Stock Agreement with John Marsh

(4)(f)            Stock Agreement with Fred Roa

(4)(g)            Stock Agreement with Bradford J. Beilly

(4)(h)            Consulting Agreement with Brompton Asset Management, S.A.

(5)               Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating
                  to the issuance of shares of securities pursuant to the
                  above Consulting Agreements

(23.1)            Consent of Atlas, Pearlman, Trop & Borkson, P.A. included
                  in the opinion filed as exhibit (5) hereto

(23.2)            Consent of independent certified public accountants

Item 9.           Undertakings
-------           ------------ 
         (1)      The undersigned Registrant hereby undertakes:

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

                  (b) That, for the purposes of determining  any liability under
the  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; and



                                       iii


<PAGE>



                  (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) The undersigned  Registrant hereby undertakes that, for purposes of
determining any liability under the 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 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.

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

























                                       iv


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S- 8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Fort Lauderdale and the State of Florida, on the
17th day of May, 1996.

                                        HEALTH PROFESSIONAL, INC.



                                        By:/S/ WILLIAM REITER
                                           ----------------------------------
                                           William Reiter
                                           Chairman of the Board, President
                                           and Chief Executive Officer


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

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

                        Chairman of the Board,
                        President and Chief
                        Executive Officer (Principal
/S/WILLIAM REITER       Executive Officer)                  May 17, 1996
-------------------
William Reiter

                        Chief Financial Officer
/S/W. DOUGLAS KAHN      (Principal Accounting
-------------------
W. Douglas Kahn         Officer)                            May 17, 1996

/S/FRED ROA             Director
-------------------
Fred Roa                                                    May 17, 1996

/S/JOHN MARSH           Director
-------------------
John Marsh                                                  May 17, 1996

                        Director
-------------------
Paul J. Cimoch

                        Director
-------------------
Gregory S. Anderson
                                        v
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 60094}]
As filed with the Securities and Exchange Commission on May 20, 1996.

                                                             File No. 33-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

            Delaware                                         11-3076108
  (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

     515 East Las Olas Blvd.
         Suite 1600
    Fort Lauderdale, Florida                                   33301
(Address of principal executive offices)                     (Zip Code)

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

                            CONSULTING AGREEMENT WITH
                              LOGICA OVERSEAS, S.A.

                            CONSULTING AGREEMENT WITH
                             RUBIN CONSULTANTS, INC.
                                       and
                           COMPENSATION AGREEMENT WITH
                       ADVISORS, DIRECTORS AND CONSULTANTS
                           ---------------------------
                            (Full title of the plan)

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

                            William Reiter, President
                       515 East Las Olas Blvd., Suite 1600
                         Fort Lauderdale, Florida 33301
                          Telephone No.: (954) 766-2552
                     (Name and address of agent for service)

                                    Copy to:

                             Joel D. Mayersohn, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
                               ------------------
CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate    Amount of
Title of securities   Amount to be     price per   offering   registration
 to be registered     registered(1)    share(1)    price(1)      fee (1)
================================================================================

Common Stock           309,000
($.02 par value)       shares            $5.00     $1,545,000   $533
================================================================================

(1)      Pursuant to Rule  457(h),  the maximum  offering  price was  calculated
         based  upon the  closing  price of the  Company's  Common  Stock on the
         American Stock Exchange on May 14, 1996.

                                        2
HEALTH PROFESSIONALS, INC.

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

              Form S-8 Item Number
                  and Caption                     Caption in Prospectus
                  -----------                     ---------------------

 1.  Forepart of Registration State-              Facing Page of Registration
     ment and Outside Front Cover                 Statement and Cover Page of
     Page of Prospectus                           Prospectus

 2.  Inside Front and Outside Back                Inside Cover Page of Pro-
     Cover Pages of Prospectus                    spectus and Outside Cover
                                                  Page of Prospectus

 3.  Summary Information, Risk Fac-               Not Applicable
     tors and Ratio of Earnings to
     Fixed Charges

 4.  Use of Proceeds                              Not Applicable

 5.  Determination of Offering Price              Not Applicable

 6.  Dilution                                     Not Applicable

 7.  Selling Security Holders                     Sales by Selling Security
                                                  Holders

 8.  Plan of Distribution                         Cover Page of Prospectus
                                                  and Sales by Selling
                                                  Security Holders

 9.  Description of Securities to be              Description of Securities;
     Registered                                   Consulting Agreements

10.  Interests of Named Experts and               Legal Matters
     Counsel

11.  Material Changes                             Not Applicable

12.  Incorporation of Certain Infor-              Incorporation of Certain
     mation by Reference                          Documents by Reference

13.  Disclosure of Commission Posi-               Indemnification of Direc-
     tion on Indemnification for                  tors and Officers; Under-
     Securities Act Liabilities                   takings

                                        3
PROSPECTUS
                           HEALTH PROFESSIONALS, INC.

                         309,000 Shares of Common Stock
                                ($.02 par value)

                               Issued Pursuant to
                    the Company's Consulting Agreements with
                            Rubin Consultants, Inc.,
                             Logica Overseas, S.A.,
                         and Compensation Agreement with
                       Advisors, Directors and Consultants

         This Prospectus is part of a Registration  Statement which registers an
aggregate of 309,000  shares of Common Stock,  $.02 par value (such shares being
referred to as the "Shares"),  of Health  Professionals,  Inc. (the "Company" or
"HPI") which have been issued to (i) Rubin Consultants, Inc. a consultant to the
Company ("Rubin") pursuant to a written Consulting  Agreement dated February 16,
1996 (the "Rubin Consulting  Agreement"),  providing for the issuance of 160,000
Shares;  (ii) Logica  Overseas,  S.A.,  a consultant  to the Company  ("Logica")
pursuant to a written  Consulting  Agreement  dated April 22, 1996 (the  "Logica
Consulting  Agreement") providing for the issuance of 80,000 Shares; (iii) 9,000
shares to Atlas, Pearlman,  Trop & Borkson, P.A. ("APT&B"),  and 5,000 shares to
Romanick,  Lavin,  Huss and Paoli ("RLH&P"),  counsel to the Company pursuant to
written  compensation  agreements (the  "Compensation  Agreements");  (iv) 2,500
shares each to Fred Roa and John Marsh,  directors of the  Company,  pursuant to
written agreements (the "Director Agreements"); (v) 10,000 shares to Bradford J.
Beilly  ("Beilly"),   the  Company's  general  counsel  pursuant  to  a  written
agreement; and (vi) 40,000 shares to Brompton Asset Management,  S.A. (the "J.V.
Consultant")  pursuant  to a written  agreement  dated April 22, 1996 (the "J.V.
Agreement").  Rubin and Logica and J.V. Consultant may be sometimes collectively
referred to as the "Consultants," and the Rubin Consulting Agreement, the Logica
Consulting  Agreement and the J.V. Agreement may be collectively  referred to as
the "Consulting  Agreements".  In addition,  the Consultants,  APT&B, RLH&P, the
directors,  Beilly  and the  J.V.  Consultant,  in  their  capacity  as  selling
shareholders,  may  sometimes  hereafter  be  collectively  referred  to as  the
"Selling  Security  Holders."  All of the Shares  are being or have been  issued
pursuant to written consulting agreements.

           The Company has been  advised by the Selling  Security  Holders  that
they  may  sell  all or a  portion  of the  Shares  from  time  to  time  in the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise,  and that such Shares will be sold at market prices  prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales.  The Shares are subject to listing on The American
Stock Exchange.

         No person has been authorized by the Company to give any information or
to make any  representation  other than as contained in this Prospectus,  and if
given or made,  such  information or  representation  must not be relied upon as
having been  authorized by the Company.  Neither the delivery of this Prospectus
nor any  distribution  of the Shares  issuable under the terms of the Agreements
shall,  under any  circumstances,  create any implication that there has been no
change in the affairs of the Company since the date hereof.

                                        4
------------------

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

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

         THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

                  The date of this Prospectus is May 20, 1996.

                                        5
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the  Securities  and Exchange  Commission  (the  "Commission").  Reports,  proxy
statements and other  information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549.  Copies of this material can also be obtained at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's Common Stock is traded on the American Stock Exchange under the symbol
"HPI."

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended (the  "Act"),  with respect to the resale of up to an aggregate of up to
309,000 Shares of the Company's Common Stock, to be issued to Consultants of the
Company and pursuant to written  Consulting  Agreements of HPI. This Prospectus,
which  is  Part I of  the  Registration  Statement,  omits  certain  information
contained in the Registration Statement. For further information with respect to
the  Company  and the Shares of the  Common  Stock  offered by this  Prospectus,
reference is made to the Registration Statement, including the exhibits thereto.
Statements in this Prospectus as to any document are not  necessarily  complete,
and where any such  document is an exhibit to the  Registration  Statement or is
incorporated  by  reference  herein,  each such  statement  is  qualified in all
respects by the provisions of such exhibit or other document, to which reference
is hereby made, for a full statement of the  provisions  thereof.  A copy of the
Registration  Statement,  with exhibits,  may be obtained from the  Commission's
office in  Washington,  D.C.  (at the above  address)  upon  payment of the fees
prescribed by the rules and  regulations  of the  Commission,  or examined there
without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

         1.       The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995.

         2.       The Company's Quarterly Report on Form 10-Q for the quarterly
 period ended December 31, 1995.

         3.       All reports and documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have 

                                        6
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  date of filing of such  documents.  Any  statement  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.  Any statement modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute part of this Prospectus.

         The Company hereby undertakes to provide without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such  copies  should be directed to  Corporate  Secretary,  Health
Professionals,  Inc.,  515 East Las Olas  Blvd.,  Suite 1600,  Fort  Lauderdale,
Florida 33301.

                                        7
THE COMPANY

         The Company was formed pursuant to the laws of the State of New York ln
1975 under the name Health Extension  Services,  Inc. In fiscal 1986,  following
the merger of its primary operating  subsidiary into itself, the Company changed
its  name to  Professional  Care,  Inc.  ("PCI").  On  November  25,  1991,  the
shareholders  of the Company  approved a merger and  restructuring  whereby each
share of PCI common  stock was  exchanged  for a share of common stock of Health
Professionals,  Inc. ("HPI"),  a Delaware  corporation formed on August 12, 1991
for the purpose of the  restructuring.  PCI became a wholly-owned  subsidiary of
HPI, and the existing  subsidiaries of PCI also became  subsidiaries of HPI. HPI
and late subsidiaries (and any subsidiaries of such  subsidiaries) are sometimes
hereinafter  collectively referred to as the "Company." The executive offices of
the  Company  are  located  at 515 East Las Olas  Boulevard,  Suite  1600,  Fort
Lauderdale, Florida 33301. The Company's telephone number is (305) 766-2552.

         In  December,  1991,  the Company  acquired  100% of Center for Special
Immunology,  Inc.  ("CSI")  and its  subsidiaries  which have  since  become the
primary  operating  businesses  of  the  Company.  CSI,  owns  and  operates  an
integrated  health care  delivery and clinical  research  system that includes a
multi-state  network,  operating  in 8  states,  of  primary  care and  clinical
research  facilities   specializing  in  immune  system  disorders,   consisting
primarily of HIV, AIDS and Chronic Fatigue Immune Dysfunction  Syndrome (CFIDS).
The network also conducts  multi-center trials in cooperation with biotechnology
and  pharmaceutical  companies.  CSI was  founded in 1986 by William M.  Reiter,
M.D.,  FACP,  and Paul J.  Cimoch,  M.D.,  FACP,  who are  both  internationally
recognized research  physicians.  Dr. Reiter is currently Chairman of the Board,
President  and Chief  Executive  Officer  of the  Company  and Dr.  Cimoch is an
officer of CSI.

         The Company and its  subsidiary,  CSI,  were the subject of a number of
adverse  newspaper  articles  commencing  in May 1993.  The source of certain of
these negative  articles was a former  shareholder/employee  of CSI who had been
attempting  to  gain  a  financial  settlement  from  the  Company.  The  former
shareholder/employee,  who  had no  responsibilities  for  medical  or  research
activities  during his  employment,  contacted the Food and Drug  Administration
(FDA) in 1993 and alleged that a CSI affiliated  medical practice falsified data
in a 1989 study,  two years prior to CSI's  acquisition by the Company.  The FDA
concluded its inquiry into this matter  during 1994 and issued a warning  letter
to communicate their findings.  Certain deficiencies in record-keeping practices
were noted in the warning  letter which have been  corrected and the Company has
begun receiving new contracts to perform FDA studies.  The Company believes that
this adverse  publicity  had the impact of causing a decline in patient flow and
temporarily halted the procurement of new clinical trials contracts

                                        8
and caused a decrease in the price of the Company's  Common  Stock,  all both of
which limited the availability of the capital required to add new facilities and
diverted management's attentions towards defending the Company.

         A.       CONTINUING OPERATIONS
                  ---------------------
         GENERAL
         -------
         CSI owns and operates an  integrated  health care delivery and clinical
research system that includes a multi-state network of primary care and clinical
research facilities specializing in immune system disorders consisting primarily
of HIV, AIDS and CFIDS. The network also conducts  multi-center  clinical trials
in cooperation with  biotechnology  and  pharmaceutical  companies.  The Company
became  engaged in this health care  delivery and research  business in December
1991,  when it  acquired  all of the stock of CSI.  CSI was  founded  in 1986 by
William M.  Reiter,  MD,  FACP and Paul J.  Cimoch,  MD,  FACP,  internationally
recognized research physicians.

         Historical  outcomes  analysis has demonstrated  that the course of HIV
disease  can  be  profoundly  and  positively   altered  by  the  use  of  early
intervention   strategies   and  by  preventive   treatment   directed   against
opportunistic  infections.   Through  its  efforts  in  research  and  practical
application,  CSI has  developed  protocols  for the  treatment of HIV patients.
These  protocols  specify the  treatments  and  therapies  to be provided to HIV
patients,   depending  on  the  stage  of  the  disease  as   determined   by  a
multi-parametric  evaluation of clinical status,  viral activity and immunologic
function.  Treatment  of HIV  patients  at CSI  facilities  by their  affiliated
physicians is offered in accordance with these protocols. CSI has also developed
research protocols which govern the processes and record keeping practices to be
followed in specified  studies performed by CSI. These studies may be undertaken
at CSI's  initiative or in  conjunction  with a separate  organization  (e.g., a
pharmaceutical company), which would typically finance the study and pay certain
fees to CSI in return for conducting its portion of the clinical trial.

         CFIDS is  believed to result from a genetic  failing  occurring  in the
immune response genes.  This defect,  when coupled with certain viral infections
or other  activating  factors,  leads to a state of chronic  immune  activation,
which  causes  a  variety  of  symptoms,  including  profound  fatigue.  CSI has
developed treatment protocols for chronic fatigue patients, the goal of which is
to rebalance the immune system or otherwise alleviate symptoms.

         Services  provided  by  CSI  (including  its  CSI  Clinical
Laboratories,  Inc.,  and CSI  Therapeutics,  Inc.,  CSI  Clinical
Trials,  Inc.  and  CSI  Managed  Care,  Inc.  subsidiaries)  have
accounted  for  all  of  the  Company's  operating  revenues  from

                                        9
continuing  operations  since the Company  acquired CSI. After acquiring CSI and
its  two  (2)  operating  facilities,  the  Company  has  opened  three  (3) new
facilities  and has entered  into  independent  affiliation  agreements  with an
additional thirteen (13) facilities.

         ORGANIZATION AND OPERATION
         --------------------------
         The Company  through CSI owns and operates 5 facilities  located in Ft.
Lauderdale,  Fla., Miami, Fla., Chicago, Ill., Irvine, CA and San Diego, CA. CSI
Clinical Laboratories, Inc. ("CSI Clinical Laboratories") is a licensed clinical
laboratory  that  currently  provides  services  exclusively  to CSI's  clinical
facilities. CSI Therapeutics,  Inc. ("CSI Therapeutics") provides pharmaceutical
distribution,  home care and infusion care in  connection  with the operation of
CSI's  facilities.  CSI Clinical Trials,  Inc. ("CSI Clinical  Trials") conducts
multi-center  clinical trials for biotechnology and pharmaceutical  companies as
well as its own internally developed treatment protocols. CSI Managed Care, Inc.
("CSI Managed Care") markets and administrates managed care contracts with third
party payors,  including  preferred provider  organizations,  health maintenance
organizations and self insured organizations.

         Each  of  the  five  (5)  Company  owned   facilities  is  owned  by  a
wholly-owned  subsidiary of CSI. A medical  professional  association (the "PC")
enters into an Independent  Practice  Affiliation  Agreement  (IPAA) with CSI to
utilize the facility in order to provide care to its patients with immunological
and related diseases.

         SUPPORT SERVICES
         ----------------
         In addition to providing and updating treatment and research protocols,
CSI also offers  other  support  services  to its  facilities.  These  currently
include laboratory, pharmaceutical distribution, home care, out-patient infusion
services, clinical trial services and a managed care network.

         1.       LABORATORY SERVICES:  CSI Clinical Laboratories is a
                  licensed  clinical  laboratory,  operated  to  research
                  standards.  It currently provides services exclusively to
                  CSI  clinical  facilities  and  CSI's  Privately  Owned
                  Facility Independent Practice Affiliates. The laboratory
                  specializes in hematology, immunogenetics and diagnostic
                  immunology; with particular expertise in flow cytometery
                  and immunoassay.  General laboratory work is provided by
                  a sub-contract with a national reference laboratory.
                  Laboratory result reporting from all sources is through
                  CSI's integrated information technologies system.  All
                  information  is  archived  in  relational  data  bases,
                  enabling customized clinical presentation and post hoc
                  research analysis.

                                       10
2.       THERAPEUTIC SERVICES:  CSI Therapeutics is the umbrella
                  subsidiary for pharmaceutical distribution, home care and
                  infusion care.  Parenteral pharmaceutical distribution is
                  made to PA's for in office use of injectable medications
                  by the PA.  Oral pharmaceutical distribution is made to
                  PA's  for  dispensing  by  the  PA  in  accordance  with
                  applicable regulation~.  Home health care and out-patient
                  infusion care is available to patients of the PA through
                  CSI, primarily via a national sub-contract arrangements
                  with an unaffiliated home health care companies.

         3.       CSI CLINICAL TRIALS: CSI's Clinical Trials Division is
                  responsible for protocol review, budget development and
                  presentation to the clinical network of all Clinical
                  Trials conducted for biotechnical or pharmaceutical
                  companies or CSI's internally developed protocols.
                  Research physicians and protocol specialists in the
                  Clinical Trials Division oversee study initiation,
                  quality assurance, administrative and regulatory matters.
                  All source documentation from study sites utilizing CSI's
                  Affiliated Physicians Network will be captured on CSI
                  Information Technologies System clinical and research
                  templates.  Data will be monitored centrally,
                  automatically extracted to study case report forms and
                  transferred to sponsors for interim analysis.  Manual
                  transcription of data from source documents to case
                  report forms and to the sponsor's computer data bases
                  will be obviated. All information will be transformed
                  into electronic records, with security standards making
                  them acceptable for submission to governmental regulatory
                  agencies.

         4.       CSI MANAGED CARE:   CSI Managed Care, Inc. markets and
                  administers discounted  fee  for  service relationships
                  with third party insurers, preferred provider
                  organization~, health maintenance organizations and self
                  insured organizations.  Once negotiated, the contracts
                  are made available to CSI's Independent Affiliated
                  Physicians Network whose physicians have the opportunity
                  to accept or decline the contract. Once it has accepted
                  a contract, the Affiliate agrees to honor the fee
                  structure throughout its term. In addition, CSI Managed
                  Care, Inc. has entered into a Data Management Analysis
                  and Royalty Agreement with CHOE, a wholly-owned
                  subsidiary of the Bristol-Myers Squibb Company under
                  which CSI has received $350,000 of income for the sale of
                  its historical data on treatment outcomes for various
                  treatment protocols. CSI Managed Care intends to develop
                  capitated care programs which can be marketed
                  independently or in conjunction with pharmaceutical and
                  other service providers.

                                       11
MARKETING
         ---------
         CSI targets its marketing  efforts to a number of audiences,  including
third party payors,  prospective  patients,  physicians,  and pharmaceutical and
biotechnology  companies.  Marketing to prospective patients is primarily in the
form of media  advertising  and  seminars  conducted  for  appropriate  consumer
groups.  CSI maintains its presence among  physicians  through articles in trade
journals written by CSI physicians as well as through  presentations at domestic
and international  conventions.  Currently,  CSI estimates that new patients are
generated equally from three sources: media advertising, physician referrals and
word-of-mouth referrals from current patients.

         CSI  continues to direct its  marketing  efforts to address third party
insurance  companies,  preferred  provider  organizations,   health  maintenance
organizations,  and self-insured  companies including the negotiation of managed
care contracts with some of these groups.

         In addition  to the above,  the Company  also  markets its  services to
pharmaceutical and biotechnology  companies in an effort to generate  additional
revenues by performing  research studies for those companies.  Marketing efforts
in this area consist  primarily of meetings with  executives  of such  companies
where CSI marketing personnel can demonstrate that due to its large patient base
as well as the successful completion of similar studies in the past, CSI is well
suited  to  perform  studies   required  by  health  care  companies  to  obtain
governmental  approval for new drugs or other  therapies  geared toward patients
with immunological and related diseases.

         The  Company's  strategy  is to expand  its  clinical  network  through
affiliation with established  physician  practices,  to actively pursue clinical
research  studies and to contract with managed care  companies and  self-insured
employers.  The Company  feels that this  approach  offers  long term  strategic
advantages  to  facilitate  growth as the market for  immunologic  research  and
treatment continues to rapidly expand.

Consulting Agreement with Rubin

         On February 16, 1996, the Company  entered into a Consulting  Agreement
with  Rubin,  pursuant to which the Company  agreed to issue  160,000  Shares of
Common  Stock of the  Company in  consideration  for  consulting  services to be
provided to the Company over an anticipated  three-year  period commencing as of
the date of the agreement.  The term of the  Consulting  Agreement will be three
years unless sooner  terminated as provided  therein and Rubin will provide full
time  services  until  June  15,  1996  and a  minimum  of 40  hours  per  month
thereafter,  for the remaining term of the Consulting Agreement. Under the terms
of the Rubin  Consulting  Agreement,  Rubin is to undertake for and consult with
the Company

                                       12
concerning management, marketing, strategic planning, corporate organization and
structure,  expansion  of  services  and shall  review and  advise  the  Company
regarding its overall  progress,  needs and  condition.  Rubin has agreed not to
transfer, sell or dispose of 10,000 of its shares until August 15, 1996.

         In particular,  Rubin shall provide the following  enumerated services:
(i) valuation of the Company's business activities including, but not limited to
research and development,  clinical  trials,  information  systems,  accounting,
banking arrangements and overall analysis for the Company's financial condition;
(ii)  preparation of business plan;  (iii) assist the Company in the analysis of
future expansion and identification of specific clinics with appropriate patient
base for affiliation; (iv) assist the Company in the negotiation, evaluation and
structuring  of  strategic  alliances  and joint  ventures;  and (v)  assist the
Company in the attainment of and negotiation for banking facilities and suitable
credit lines.

Consulting Agreement with Logica

         On April 22, 1996, the Company entered into a Consulting Agreement with
Logica  pursuant to which the Company agreed to issue to 80,000 Shares of Common
Stock of the Company in consideration for consulting  services to be provided to
the Company over an anticipated  three-year  period commencing as of the date of
the Agreement.  The term of the Consulting  Agreement will be three years unless
sooner  terminated.  Logica is to  undertake  for and  consult  with the Company
concerning management, marketing, strategic planning, corporate organization and
structure, financial matters including stockholder relations, and evaluating and
structuring business acquisitions.

         In particular,  Logica shall provide the following enumerated services:
(i) the  implementation  of short-range and long-term  planning to fully develop
and enhance the Company's  assets,  resources and services  particularly as such
relate to the European  Community and the Far East; (ii) the implementation of a
marketing program to assist the Company in broadening the world-wide markets for
its business and services and promote the image of the Company world-wide; (iii)
assist the Company in monitoring the services  provided by the Company's outside
consultants and  contractors;  (iv) advise the Company relative to the continued
development  of a  stockholder  relations  program;  (v) assist  the  Company in
developing programs and resources to enable and enhance its capacities to secure
regulatory  approvals;  (vi)  advise  and assist  the  Company  in  identifying,
evaluating and structuring business acquisitions.

Consulting Agreement with J.V. Consultant

         On April 22, 1996, the Company entered into an Agreement with BioCoral,
Inc. pursuant to which the Company agreed to enter into a joint venture with

                                       13
BioCoral,  which joint  venturer  may enter into  arrangements  with one or more
parties introduced to the Company by the J.V.  Consultant.  In consideration for
introducing  BioCoral and other  venturers to the Company and for the assistance
of  the  J.V.  Consultant  with  respect  to  identification  of  such  parties,
assistance in negotiations,  evaluating and structuring  strategic alliances and
joint ventures, the Company agreed to issue the J.V. Consultant 40,000 shares of
its Common Stock.

Compensation Agreements

         On January 15, 1996, the Company  entered into an Agreement with APT&B,
whereby the Company  agreed to issue APT&B 9,000  shares of its Common  Stock as
compensation for certain legal services rendered to the Company.

         On September  29,  1995,  the Company  entered  into an Agreement  with
RLH&P,  whereby  the Company  agreed to issue  RLH&P 5,000  shares of its Common
Stock as settlement for certain  obligations  to RLH&P in connection  with legal
services performed by RLH&P on the Company's behalf.

         On September 30, 1995, the Company entered into Agreements with each of
Fred Roa and John Marsh, two of the Company's  directors,  pursuant to which the
Company agreed to issue each of Messrs. Roa and Marsh 2,500 shares of the Common
Stock of the Company in  consideration  for their  services as  directors of the
Company and  undertaking  such services in the absence of officers and directors
liability insurance.

         On February  21,  1996,  the Company  agreed to issue to Beilly  10,000
shares of its Common Stock in consideration for additional  services provided by
Beilly as general counsel and secretary to the Company.

Federal Income Tax Effects

         The  following  discussion  applies  to  the  stock  issued  under  the
Consulting and  Compensation  Agreements and is based on federal income tax laws
and  regulations in effect on March 31, 1996. In connection with the issuance of
stock as compensation  payable under the  Agreements,  there must be included in
gross income the excess of the fair market value of the property  received  over
the amount, if any, paid for the property in the first taxable year in which the
Consultant's  beneficial interest in the property either is "transferable" or is
not  subject  to a  "substantial  risk of  forfeiture."  A  substantial  risk of
forfeiture  exists  where  rights and property  that have been  transferred  are
conditioned,  directly or indirectly, upon the future performance (or refraining
from performance) of substantial  services by any person, or the occurrence of a
condition  related  to the  purpose  of the  transfer,  and the  possibility  of
forfeiture is substantial if such condition is not satisfied.  Stock received

                                       14
by a person who is subject to the short swing  profit  recovery  rule of Section
16(b)  of the  Securities  Exchange  Act of  1934  is  considered  subject  to a
substantial  risk of forfeiture so long as the sale of such property at a profit
could subject the stockholder to suit under that section. The rights are treated
as transferable if and when they can sell, assign,  pledge or otherwise transfer
any interest in the stock to any person.

Restrictions Under Securities Laws

         The sale of any Shares of stock must be made in compliance with federal
and state securities laws.  Officers,  directors and 10% or greater stockholders
of the Company, as well as certain other persons or parties who may be deemed to
be  "affiliates"  of the Company under the Federal  Securities  Laws,  should be
aware that  resales by  affiliates  can only be made  pursuant  to an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITY HOLDERS

         The  following  table  sets  forth  the  name of the  Selling  Security
Holders,  the amount of Shares of Common Stock held directly or indirectly,  the
maximum  amount of Shares of Common Stock to be offered by the Selling  Security
Holders,  the amount of Common Stock to be owned by the Selling Security Holders
following  sale of such Shares of Common Stock and the  percentage  of Shares of
Common Stock to be owned by the Selling Security Holders following completion of
such  offering  (based  on  2,198,000  Shares  of  Common  Stock of the  Company
outstanding at April 29, 1996).
Shares to be
Name of Selling                Number of    Shares to    Owned After    Percentage to be
Security Holder              Shares Owned   be Offered    Offering     Owned After Offering
---------------              ------------   ----------  ------------   --------------------
Logica Overseas, S.A           80,000        80,000         -0-                --

Rubin Consultants, Inc.       160,000       160,000         -0-                --

Atlas, Pearlman,
Trop & Borkson, P.A             9,000         9,000         -0-                --

Romanick, Lavin,
Huss & Paoli                    5,000         5,000         -0-                --

John Marsh(1)                   3,500         2,500         -0-                --

Fred Roa(1)                     7,200         2,500         -0-                --

Bradford J. Beilly(2)          22,500        10,000         -0-                --

Brompton Asset
Management S.A                 40,000        40,000         -0-                --
15
(1) Includes 1,000 shares issuable under currently exercisable stock options.

  (2) Includes 10,000 shares issuable under currently exercisable warrants and
      stock options.

                            DESCRIPTION OF SECURITIES

Common Stock

         The Company is  authorized  by its Articles of  Incorporation  to issue
25,000,000  Shares of Common Stock, par value $.02 per Share, of which 2,198,000
were outstanding as of April 29, 1996. The holders of the Company's Common Stock
are  entitled to receive  dividends  at such time and in such  amounts as may be
determined  by the  Company's  Board  of  Directors,  and upon  liquidation  are
entitled  to share  ratably in the  assets of the  Company  remaining  after the
payment of all debts and other liabilities.

         All Shares of the Company Common Stock have equal voting  rights,  each
Share being entitled to one vote per Share for the election of Directors and for
all  other  purposes.  Holders  of such  Common  Stock are not  entitled  to any
preemptive rights to purchase or subscribe for any of the Company's  securities.
All of the  Company's  Common Stock which are issued and  outstanding  are fully
paid and  non-assessable.  Stockholders  do not have  cumulative  voting rights,
which  means  that the  holders  of more than 50% of the  Shares  voting for the
election of Directors are able to elect 100% of the Company's Directors.

         It is not  contemplated  that any dividends  will be paid on the Common
Stock,  and the  future  ability to pay  dividends  will be  dependent  upon the
success of the Company's  operations  and the decision by its management at that
time.

Preferred Stock

         The Company is authorized to issue 100,000  shares of Preferred  Stock,
par value $1.00 per share,  issuable in such  series and  bearing  such  voting,
dividend, conversion,  liquidation and other rights and preferences as the Board
of Directors  may  determine.  No shares of the Company's  Preferred  Stock were
outstanding as of the date hereof.

AMEX

         The Company's Common Stock is traded on the AMEX under the
symbol "HPI."

Transfer Agent

         The Company's Transfer Agent is Registrar and Transfer Co., 10 Commerce
Drive, Cranford, New Jersey.

                                       16
EXPERTS
                                    
         The financial  statements  and schedules  incorporated  by reference in
this Prospectus  have been audited by BDO Seidman,  LLP,  independent  certified
public accountants,  to the extent and for the periods set forth in their report
incorporated  herein by reference,  and are incorporated herein in reliance upon
such report  given upon the  authority  of said firm as experts in auditing  and
accounting.

                           PRICE RANGE OF COMMON STOCK
                           
         The  Company's  Common Stock is traded on AMEX under the symbol  "HPI."
The Company's  Common Stock was suspended from trading on the AMEX from February
17,  1995  to  September   29,  1995  and  during  such  period  traded  on  the
over-the-counter market. The Company does not fully satisfy all of the financial
guidelines  for listing on the AMEX and  accordingly,  there can be no assurance
that the AMEX  listing  will be  continued.  In  connection  with the  Company's
agreement  with  AMEX  to  resume  trading,  the  Company  agreed,   subject  to
stockholder  approval, to recommend a one-for-ten reverse stock at the Company's
next annual meeting of  stockholders.  At the annual meeting of  stockholders on
April 19, 1996 the Company's shareholders approved the reverse stock split. AMEX
also required the Company to improve its debt to equity ratio and to improve its
overall financial results. With respect to the improvement of the Company's debt
to equity ratio, the former Center for Special Immunology  ("CSI")  shareholders
have  agreed  and the  independent  directors  of the board  have  approved  the
conversion of $3,000,000 of a convertible  note at $.25 per share into 1,200,000
shares of the Company's  Common Stock.  This conversion will result in a release
of the  security  interest  in the stock of CSI held by such  shareholders.  The
following  table sets forth the range of high and low closing  sales or high bid
and high asked price quotations for the Common Stock for the periods indicated.

                                                   Common Stock
                                              High              Low
                                              ----              ---
Fiscal Year
-----------
1994
         1st Quarter....................      15.625            5.225
         2nd Quarter....................      13                6.875
         3rd Quarter....................      10                5
         4th Quarter....................      13                5.225
1995
         1st Quarter....................       7.50             3.125
         2nd Quarter....................       4.375             .625
         3rd Quarter....................       6.250             .938
         4th Quarter....................       7.50             1.875
1996
         October 1-December 31, 1995....       5                5
         December 31-March 31, 1995.....       3.75             1.875

                                       17
As of December 31, 1995,  the  approximate  number of record holders of
the Company's Common Stock was 751.

         The Company has not paid any cash  dividends on its Common  Stock.  For
the foreseeable  future,  the Company  anticipates that any earnings that may be
generated from operations will be used to finance the growth of the Company.

                                  LEGAL MATTERS
                                  
         Certain legal matters in connection  with the securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A.,  Special  Counsel  for  the  Company,  Fort  Lauderdale,  Florida.  Atlas,
Pearlman, Trop & Borkson, P.A.
owns 9,000 Shares of the Company's common stock.

                                 INDEMNIFICATION

         Pursuant to Section  102(b)(7)  of the General  Corporation  Law of the
State of Delaware (the "GCL"),  the state of incorporation  of the Company,  the
Certificate  of  Incorporation  of the Company,  eliminates the liability of the
Company's  directors to the Company or its stockholders,  except for liabilities
related to breach of duty of loyalty,  actions  not in good  faith,  and certain
other liabilities.

         The Certificate of Incorporation  and the Bylaws of the Company provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by the GCL. Section 145 of the GCL of the State of Delaware  generally
authorizes indemnification by a corporation when a person is made a party to any
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the  corporation  or was  serving as a  director,  officer,
employee or agent of another enterprise, at the request of the corporation,  and
if such person acted in good faith and in a manner reasonably believed by him or
her to be in, or not opposed to, the best  interests  of the  corporation.  With
respect to any  criminal  proceeding,  such person  must have had no  reasonable
cause to believe that his or her conduct was unlawful.  If it is determined that
the conduct of such person meets these  standards,  he or she may be indemnified
for expenses incurred and amounts paid in such proceeding  (including attorneys'
fees) if actually and reasonably incurred by him or her in connection therewith.

         If such a  proceeding  is  brought  by or on behalf of the  corporation
(i.e.,  a derivative  suit),  such person may be  indemnified  against  expenses
actually  and  reasonably  incurred  if he or she  acted in good  faith and in a
manner  reasonably  believed by him or her to be in, or not opposed to, the best
interests of the corporation.  There can be no  indemnification  with respect to
any matter as to which such person is adjudged to be liable to the  corporation;
however,  a court  may, even  in  such  case, allow such indemnification to such

                                       18
person  for such  expenses  as the court  deems  proper.  Where  such  person is
successful  in any such  proceeding,  he or she is  entitled  to be  indemnified
against  expenses  actually and reasonably  incurred by him or her. In all other
cases,  indemnification is made by the corporation upon determination by it that
indemnification  of such  person  is  proper  because  such  person  has met the
applicable standard of conduct.

         The  Company  does not  maintain  directors'  and  officers'  liability
insurance.

         The foregoing indemnification  provisions are broad enough to encompass
certain liabilities of directors and officer of Company under the Securities Act
of 1933.

                                       19
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference
-------           ---------------------------------------
         The  documents  listed in (a)  through  (b) below are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

                  (a)      The Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995.

                  (b)      The Company's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1995.

                  (c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.

                  (d)      The description of the Common Stock of the Company
which is contained in a Registration Statement dated December 19,
1991, on the Form 8-B (Reg. No. 1-10966) filed under the Exchange
Act, including any amendment or report filed for the purpose of
updating such description.

Item 4.           Description of Securities
-------           -------------------------
         A  description  of  the  Company's  securities  is  set  forth  in  the
Prospectus incorporated as a part of this Registration Statement.

Item 5.           Interests of Named Experts and Counsel
-------           --------------------------------------  
         Not Applicable.

Item 6.           Indemnification of Directors and Officers
-------           ------------------------------------------
          Pursuant to Section 102(b)(7) of the General  Corporation  Law of the
State of Delaware (the "GCL"),  the state of incorporation  of the Company,  the
Certificate  of  Incorporation  of the Company,  eliminates the liability of the
Company's  directors to the Company or its stockholders,  except for liabilities
related to breach of duty of loyalty,  actions  not in good  faith,  and certain
other liabilities.

                                        i
The Certificate of Incorporation  and the Bylaws of the Company provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by the GCL. Section 145 of the GCL of the State of Delaware  generally
authorizes indemnification by a corporation when a person is made a party to any
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the  corporation  or was  serving as a  director,  officer,
employee or agent of another enterprise, at the request of the corporation,  and
if such person acted in good faith and in a manner reasonably believed by him or
her to be in, or not opposed to, the best  interests  of the  corporation.  With
respect to any  criminal  proceeding,  such person  must have had no  reasonable
cause to believe that his or her conduct was unlawful.  If it is determined that
the conduct of such person meets these  standards,  he or she may be indemnified
for expenses incurred and amounts paid in such proceeding  (including attorneys'
fees) if actually and reasonably incurred by him or her in connection therewith.

         If such a  proceeding  is  brought  by or on behalf of the  corporation
(i.e.,  a derivative  suit),  such person may be  indemnified  against  expenses
actually  and  reasonably  incurred  if he or she  acted in good  faith and in a
manner  reasonably  believed by him or her to be in, or not opposed to, the best
interests of the corporation.  There can be no  indemnification  with respect to
any matter as to which such person is adjudged to be liable to the  corporation;
however,  a court may,  even in such case,  allow such  indemnification  to such
person  for such  expenses  as the court  deems  proper.  Where  such  person is
successful  in any such  proceeding,  he or she is  entitled  to be  indemnified
against  expenses  actually and reasonably  incurred by him or her. In all other
cases,  indemnification is made by the corporation upon determination by it that
indemnification  of such  person  is  proper  because  such  person  has met the
applicable standard of conduct.

         The  Company  does not  maintain  directors'  and  officers'  liability
insurance.

         The foregoing indemnification  provisions are broad enough to encompass
certain liabilities of directors and officer of Company under the Securities Act
of 1933.

Item 7.           Exemption from Registration Claimed
-------           -----------------------------------

         Inasmuch as the  Consultants  who  received  the Shares,  Company  were
knowledgeable,   sophisticated  and  had  access  to  comprehensive  information
relevant to the Company,  such  transactions  was  undertaken in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent  to such  issuance,  the  Consultants  were  required  to  express  an
investment intent and consent to the imprinting of a restrictive  legend on each
stock certificate to be received from the Company except upon

                                       ii
sale of the underlying Shares of Common Stock pursuant to a
registration statement.

Item 8.           Exhibits
-------           --------

Exhibit                             Description
-------                             -----------

(4)(a)            Consulting Agreement with Rubin Consultants, Inc.

(4)(b)            Consulting Agreement with Logica Overseas, S.A.

(4)(c)            Stock Agreement with Atlas, Pearlman, Trop & Borkson,
                  P.A.

(4)(d)            Stock Agreement with Romanick, Lavin, Huss & Paoli

(4)(e)            Stock Agreement with John Marsh

(4)(f)            Stock Agreement with Fred Roa

(4)(g)            Stock Agreement with Bradford J. Beilly

(4)(h)            Consulting Agreement with Brompton Asset Management, S.A.

(5)               Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating
                  to the issuance of shares of securities pursuant to the
                  above Consulting Agreements

(23.1)            Consent of Atlas, Pearlman, Trop & Borkson, P.A. included
                  in the opinion filed as exhibit (5) hereto

(23.2)            Consent of independent certified public accountants

Item 9.           Undertakings
-------           ------------ 
         (1)      The undersigned Registrant hereby undertakes:

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

                  (b) That, for the purposes of determining  any liability under
the  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; and

                                       iii
(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) The undersigned  Registrant hereby undertakes that, for purposes of
determining any liability under the 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 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.

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

                                       iv
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S- 8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Fort Lauderdale and the State of Florida, on the
17th day of May, 1996.

                                        HEALTH PROFESSIONAL, INC.

                                        By:/S/ WILLIAM REITER
                                           ----------------------------------
                                           William Reiter
                                           Chairman of the Board, President
                                           and Chief Executive Officer

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

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

                        Chairman of the Board,
                        President and Chief
                        Executive Officer (Principal
/S/WILLIAM REITER       Executive Officer)                  May 17, 1996
-------------------
William Reiter

                        Chief Financial Officer
/S/W. DOUGLAS KAHN      (Principal Accounting
-------------------
W. Douglas Kahn         Officer)                            May 17, 1996

/S/FRED ROA             Director
-------------------
Fred Roa                                                    May 17, 1996

/S/JOHN MARSH           Director
-------------------
John Marsh                                                  May 17, 1996

                        Director
-------------------
Paul J. Cimoch

                        Director
-------------------
Gregory S. Anderson
                                        v