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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


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

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

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


           IDEON GROUP, INC. 1994 LONG TERM STOCK-BASED INCENTIVE PLAN
                              (Full title of Plan)


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


                          Total number of pages: 24


<PAGE>


                        CALCULATION OF REGISTRATION FEE

                                             Proposed
                             Amount           Maximum          Amount of
     Title of Shares         to be        Aggregate Price    Registration
     to be Registered      Registered         Per Unit            Fee
     ----------------      ----------     ---------------    ------------
     Common Stock          1,340,000          $16.44            $7,596

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

(2) This amount is calculated  based on the  incremental  number of shares being
registered  hereunder for issuance pursuant to the exercise of options and other
rights under the Ideon Group, Inc. 1994 Long Term Stock-Based Incentive Plan (as
amended,  the "1994 Plan").  2,400,000 shares of the Common Stock issuable under
the 1994 Plan were previously registered pursuant to Registration  Statement No.
33-55581 on Forms S-3 and S-8 filed on September 22, 1994. On May 11, 1995,  the
Company filed a post-effective  amendment to Registration Statement No. 33-55581
pursuant to Rule 414  promulgated  under the  Securities Act of 1933, as amended
(the  "Securities  Act")  to  reflect  the  succession  of  SafeCard   Services,
Incorporated,  a Delaware corporation ("SafeCard"),  into Registrant,  which had
been a wholly-owned  subsidiary of SafeCard.  Such succession  occurred on April
28, 1995 upon  consummation  of the  reorganization  (the  "Reorganization")  of
SafeCard and Ideon Merger Company, a wholly-owned subsidiary of Registrant.  The
Reorganization  was  approved  by the  stockholders  of  SafeCard  at the Annual
Meeting of Stockholders  held on April 27, 1995 for which proxies were solicited
pursuant to Section  14(a) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange  Act").  Also on April 27, 1995, the  stockholders  authorized an
amendment  to the 1994 Plan to increase the number of shares of the Common Stock
issuable pursuant to such plan by 1,340,000 shares. Such shares being registered
pursuant hereto may be granted as restricted stock or issuable upon the exercise
of options or stock  appreciation  rights under the 1994 Plan. This Registration
Statement also includes such  indeterminate  number of additional  shares of the
Common  Stock of the  Company as may be  issuable  as a result of stock  splits,
stock dividends or similar transactions, as described in the 1994 Plan.


<PAGE>


         This Registration  Statement contains a prospectus pursuant to Form S-3
(in  accordance  with Section C of the General  Instructions  to Form S-8) which
covers reoffers and resales,  by affiliates,  or persons who may be deemed to be
affiliates,  of  Registrant,  of shares of the Common Stock of  Registrant.  The
second part contains Information Required in the Registration Statement pursuant
to Part II of Form S-8. In addition, the Form S-8 registers shares of the Common
Stock of Registrant  issued as  restricted  stock or upon exercise of options or
stock  appreciation  rights granted  pursuant to the 1994 Plan.  Pursuant to the
Note to Part I of Form  S-8,  the Plan  Information  specified  by Part I is not
being filed with the Securities and Exchange Commission (the "Commission").


<PAGE>


                                  PROSPECTUS

                               IDEON GROUP, INC.
                         301,000 Shares of Common Stock
                           (Par Value $.01 Per Share)

         This  Prospectus  may  be  used  by  a  certain  person  (the  "Covered
Stockholder")  who may be deemed to be an affiliate of Ideon  Group,  Inc.  (the
"Company"  or  "Registrant")  to sell shares of the Common  Stock,  which may be
acquired by such  person  pursuant to the lapse of  restrictions  on  restricted
stock or the exercise of all or any portion of certain stock options  granted to
such person by  Registrant.  All  proceeds  from any sales of such shares of the
Common  Stock will inure to the benefit of the Covered  Stockholder.  Registrant
will receive  none of the proceeds  from the sale of shares which may be offered
hereby but may receive funds upon the exercise of the options  pursuant to which
the  Covered  Stockholder  will  acquire  certain of the shares  covered by this
Prospectus,  which funds, if any, will be used for working capital. All expenses
of registration  incurred in connection  herewith are being borne by Registrant,
but  all  selling  and  other  expenses  incurred  by  the  individual   Covered
Stockholder will be borne by such Covered Stockholder.

         The Covered  Stockholder  has not advised  Registrant  of any  specific
plans for the  distribution  of the shares of the Common  Stock  covered by this
Prospectus,  but, if and when shares are sold, it is anticipated that the shares
will be sold from time to time  primarily  in  transactions  (which may  include
block  transactions)  on the New York Stock  Exchange  at the market  price then
prevailing,  although  sales  may  also be made in  negotiated  transactions  or
otherwise.  The shares of the Common Stock to which this Prospectus  relates may
be  authorized  for  listing  on the New York Stock  Exchange.  See "The Plan of
Distribution."  The Common Stock of  Registrant  is listed and traded on the New
York Stock Exchange under the symbol IQ.

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

         No  person  is  authorized  to give  any  information  or to  make  any
representation  not  contained in this  Prospectus  and, if given or made,  such
information  or  representation  should  not  be  relied  upon  as  having  been
authorized.  This  Prospectus  does  not  constitute  an  offer  to  sell,  or a
solicitation  of an offer to  purchase,  any of the  securities  offered by this
Prospectus in any  jurisdiction to or from any person to whom or from whom it is
unlawful to make such offer.  Neither the  delivery of this  Prospectus  nor any
distribution of securities made hereunder shall, under any circumstances, create
any  implication  that there has been no change in the  affairs  of the  Company
since the date hereof or that information in this Prospectus or in the documents
incorporated  herein by  reference is correct as of any time  subsequent  to the
date hereof or the dates thereof.

                  The date of this Prospectus is May 11, 1995


<PAGE>


                             AVAILABLE INFORMATION

         The  Company  is  subject  to  the  information   requirements  of  the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act") and files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").  These  reports,  proxy  statements  and  other
information  can be inspected and copied at the  Commission's  public  reference
room located at 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549, and
at the public reference facilities in the Commission's  regional offices located
at:  Northwestern  Atrium Center, 500 West Madison Street,  Suite 1400, Chicago,
Illinois 60661, and 75 Park Place, 14th Floor, New York, New York 10007.  Copies
of such  materials  can be  obtained  at  prescribed  rates  by  writing  to the
Securities and Exchange Commission,  Public Reference Section, 450 Fifth Street,
N.W., Washington,  D.C. 20549. In addition,  reports, proxy statements and other
information  concerning  the Company may be  inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

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

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

         THE  FOREGOING   DOCUMENTS,   EXCLUDING  EXHIBITS  UNLESS  SPECIFICALLY
INCORPORATED  HEREIN,  ARE  AVAILABLE  WITHOUT  CHARGE UPON  REQUEST TO THE VICE
PRESIDENT OF INVESTOR  RELATIONS,  IDEON GROUP,  INC.,  7596 CENTURION  PARKWAY,
JACKSONVILLE, FLORIDA 32256, (904)218-1800.

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

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

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

                                  THE COMPANY

     The  Company  is an  information-based  services  enterprise.  The  Company
through its  wholly-owned  subsidiary,  SafeCard,  historically  has been in the
business of selling  subscriptions by mail and telephone for continuity services
provided  pursuant  to  subscriptions   which  typically  continue  annually  or
periodically  unless canceled by the  subscriber.  The Company has embarked on a
diversification  program designed to transform itself from a single-unit  credit
card enhancement provider into a marketing and services  organization  operating
through  multiple  strategic  business  units.  In September  1994,  the Company
acquired the Wright Express Corporation,  a provider of information  processing,
management  and  financial  services  to  petroleum   companies  and  commercial
transportation  fleets in the United  States.  In  February  1995,  the  Company
acquired  National  Leisure Group,  Inc., a leading  retailer of vacation travel
packages  and  services  marketed  directly to  consumers  in  partnership  with
established credit card companies, brand-name retailers and wholesale clubs. The
Company  has also  developed  a credit  card  marketing  and  services  business
commencing with a co-branded credit card to be funded by SunTrust BankCard, N.A.
marketed as part of the PGA TOUR Partners program under a Marketing and Services
Agreement  with the PGA TOUR.  In April 1995,  it announced  the launch of a new
child registration and search service through its subsidiary,  Family Protection
Network, Inc.


<PAGE>



         The   Company's   principal   executive   office  is  located  at  7596
Centurion  Parkway,  Jacksonville,  Florida 32256  and  its telephone number  is
(904) 218-1800.

                              COVERED STOCKHOLDERS

         The names of the Covered Stockholder and the position, offices or other
material relationships which he has had with the Company and its predecessors or
affiliates over the past three years is as follows:

                                Current Position        Former Position
      Covered Stockholder       with the Company        with the Company
      -------------------       -----------------       ----------------
      John R. Birk              President and           President and Chief
                                Chief Operating         Executive Officer of
                                Officer                 Wright Express
                                                        Corporation

         The  301,000  shares of Common  Stock  covered by this  Prospectus  are
shares which are subject to certain  restrictions  and to options granted by the
Company to the Covered Stockholders since September 1994.

         The following table sets forth: (i) the name of the Covered Stockholder
who  may  sell  the Common Stock pursuant to this Prospectus, (ii) the number of
shares of the Common Stock beneficially owned by such Covered  Stockholder as of
April 30,  1995,  (iii) the number of  shares of  the Common  Stock which may be
offered and are being  registered  for  the account of such Covered  Stockholder
by this Prospectus (all of which will be acquired  by  the  Covered  Stockholder
pursuant  to  the  lapse  of  restrictions  on  shares  of  restricted  stock or
pursuant  to the exercise  of  options) and (iv) the amount  and (if one percent
or more) the percentage of the class to be owned by such Covered  Stockholder if
such Covered  Stockholder  were  to  sell  all of the shares of the Common Stock
covered by this Prospectus.

                                                                 Percent of
                                                                 Total
                                                                 Outstanding
                                                                 Shares
                                                                 Owned if
              Number of        Number          Shares            All Shares
              Shares Owned     of              Owned if All      Registered
              as of            Shares to       Registered        Were Sold
              April 30,        be Offered      Hereunder         (if 1% or
Name          1995             for Resale      Were Sold(1)      More) (2)
- ----          ----             ----------      -------------     ---------
John R. Birk  5,850            301,000(3)         4,850            ----


(1) Assuming that all shares  individually  owned and covered by this Prospectus
are sold and that no  additional  shares are  purchased  or sold by the  Covered
Stockholder.

(2) Based upon 28,942,265 shares of the Common Stock outstanding as of April 30,
1995 plus the number of shares  subject to option such  individual has the right
to purchase and assuming that all shares of the Common Stock  individually owned
and  covered  by this  Prospectus  are sold and that no  additional  shares  are
purchased or sold by such Covered Stockholder.

(3) Includes shares of restricted stock and shares subject to options.

                              PLAN OF DISTRIBUTION

         Any shares of the Common Stock sold pursuant to this Prospectus will be
sold by the Covered  Stockholder  for his own  account,  and he will receive all
proceeds from any such sales. The Company will receive none of the proceeds from
the sale of shares  which may be offered  hereby but may receive  funds upon the
exercise of the options  pursuant to which the Covered  Stockholder will acquire
the shares  covered by this  Prospectus,  which funds,  if any, will be used for
working  capital.  The  Covered  Stockholder  has not advised the Company of any
specific plans for the distribution of the shares of the Common Stock covered by
this  Prospectus,  but, if and when shares are sold, it is anticipated  that the
shares  will be sold from time to time  primarily  in  transactions  (which  may
include block  transactions)  on the New York Stock Exchange at the market price
then prevailing,  although sales may also be made in negotiated  transactions or
otherwise.  If shares of the Common Stock are sold through brokers,  the Covered
Stockholder may pay customary  brokerage  commissions  and charges.  The Covered
Stockholder  may  effect  such  transactions  by  selling  shares to or  through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the Covered  Stockholder  and/or the
purchasers  of shares for whom such  broker-dealers  may act as agent or to whom
they may sell as  principal,  or both  (which  compensation  as to a  particular
broker-dealer  might  be  in  excess  of  customary  commissions).  The  Covered
Stockholder and any  broker-dealers  that act in connection with the sale of the
shares  hereunder  might be deemed to be  "underwriters"  within the  meaning of
Section 2(11) of the Securities  Act, and any  commissions  received by them and
any  profit  on the  resale  of  shares  as  principal  might  be  deemed  to be
underwriting  discounts and  commissions  under such Act. Shares of Common Stock
covered  by this  Prospectus  also may be sold  pursuant  to Rule 144  under the
Securities Act rather than pursuant to this Prospectus.  The Covered Stockholder
has been  advised  that they are  subject to the  applicable  provisions  of the
Exchange  Act,  including  without  limitation  Rules  10b-5,  10b-6  and  10b-7
thereunder.

         The shares of the Common Stock to which this Prospectus  relates may be
authorized for listing on the New York Stock Exchange.

                                INDEMNIFICATION

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation shall have the power, and in some cases is required, to indemnify an
officer, director,  employee or agent, who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding,  by  reason  of the fact  that he or she is or was or has  agreed to
become a  director,  officer,  employee  or agent  of the  Company  or is or was
serving or has  agreed to serve at the  request  of the  Company as a  director,
officer,  employee  or  agent  of  another  corporation,  partnership,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  or by reason of any  action  alleged  to have been  taken or
omitted in such capacity, against expenses, judgments, fines and amounts paid in
settlements. Mr. Birk has an indemnification agreement with the Company pursuant
to  Registrant's  Certificate  and By-Laws,  which  require  indemnification  of
Registrant's  directors  and  officers  to the extent  such  indemnification  is
permitted under the Delaware General Corporation Law.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers or persons  controlling the Company
pursuant to the foregoing  provisions,  Registrant has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

                                 LEGAL MATTERS

         The validity of the shares of the Common Stock offered hereby have been
passed upon for the Company by Mahoney Adams & Criser, P.A.

                                    EXPERTS

         The consolidated  financial statements  incorporated in this prospectus
and the  Registration  Statement by reference to the Annual  Report on Form 10-K
for the fiscal year ended October 31, 1994 have been so incorporated in reliance
on the  report  of Price  Waterhouse  LLP,  independent  accountants,  given the
authority of said firm as experts in auditing and accounting.


<PAGE>


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

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

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

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

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


ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

         Registrant  maintains  insurance  covering  liability of directors  and
officers arising out of their performance in such capacities, subject to certain
exclusions and to policy limits.


ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         This Registration Statement includes the following exhibits:


<PAGE>


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

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

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

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

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

15       Letter Regarding unaudited financial information.

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

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


ITEM 9.  UNDERTAKINGS

         (1)      Registrant hereby undertakes:

                  (a) To file during any period in which  offers or sales of the
                  securities   registered   hereunder  are  being  made, a post-
                  effective  amendment to this Registration Statement:

                  (i)    To include any prospectus required by Section  10(a)(3)
                         of the Securities Act;

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

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

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

                  (b) That, for the purpose of determining  any  liability under
                  the Securities Act, each such  post-effective  amendment shall
                  be deemed to be a new registration  statement  relating to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

         (2) Registrant  hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of  Registrant's  annual report
pursuant to section  13(a) or section  15(d) of the Exchange  Act,  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the Exchange  Act) that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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


<PAGE>


                                   SIGNATURES

         Pursuant  to  the  requirements  of  the  Securities  Act,   Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on  Forms  S-8  and  S-3 and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Jacksonville, State of Florida, on the 11th  day
of May 1995.

                                 IDEON GROUP. INC.

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


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


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

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


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


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


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


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



<PAGE>




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


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


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


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

<PAGE>



                               INDEX TO EXHIBITS


                                                        PAGINATION BY
EXHIBIT      EXHIBIT                                      SEQUENTIAL
NUMBER       DESCRIPTION                               NUMBERING SYSTEM

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

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

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

 5           Opinion of Mahoney Adams & Criser,        19-21
             P.A.

15           Letter regarding unaudited financial      22
             information.

23(a)        Consents of Price Waterhouse LLP,         23-24
             Independent Accountants.

23(b)        Consent of Mahoney Adams & Criser,        Included in Exhibit 5.
             P.A.
[{"type": "S-8", "sequence": "1", "description": "LONG-TERM STOCK-BASED INCENTIVE PLAN", "secsgml_size_bytes": 48156}]
{"company-data": {"conformed-name": "IDEON GROUP INC", "cik": "0000943097", "assigned-sic": "[]", "irs-number": "593293212"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59249", "film-number": "95536987"}, "business-address": {"street1": "7596 CENTURION PKWY", "city": "JACKSONVILLE", "state": "FL", "zip": "32256", "phone": "9049281800"}, "mail-address": {"street1": "7596 CENTURION PKWY", "city": "JACKSONVILLE", "state": "FL", "zip": "32256"}}
As filed with the Securities and Exchange Commission on May 11, 1995.
                                            Registration No. 33-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

           IDEON GROUP, INC. 1994 LONG TERM STOCK-BASED INCENTIVE PLAN
                              (Full title of Plan)

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

                          Total number of pages: 24
CALCULATION OF REGISTRATION FEE

                                             Proposed
                             Amount           Maximum          Amount of
     Title of Shares         to be        Aggregate Price    Registration
     to be Registered      Registered         Per Unit            Fee
     ----------------      ----------     ---------------    ------------
     Common Stock          1,340,000          $16.44            $7,596

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

(2) This amount is calculated  based on the  incremental  number of shares being
registered  hereunder for issuance pursuant to the exercise of options and other
rights under the Ideon Group, Inc. 1994 Long Term Stock-Based Incentive Plan (as
amended,  the "1994 Plan").  2,400,000 shares of the Common Stock issuable under
the 1994 Plan were previously registered pursuant to Registration  Statement No.
33-55581 on Forms S-3 and S-8 filed on September 22, 1994. On May 11, 1995,  the
Company filed a post-effective  amendment to Registration Statement No. 33-55581
pursuant to Rule 414  promulgated  under the  Securities Act of 1933, as amended
(the  "Securities  Act")  to  reflect  the  succession  of  SafeCard   Services,
Incorporated,  a Delaware corporation ("SafeCard"),  into Registrant,  which had
been a wholly-owned  subsidiary of SafeCard.  Such succession  occurred on April
28, 1995 upon  consummation  of the  reorganization  (the  "Reorganization")  of
SafeCard and Ideon Merger Company, a wholly-owned subsidiary of Registrant.  The
Reorganization  was  approved  by the  stockholders  of  SafeCard  at the Annual
Meeting of Stockholders  held on April 27, 1995 for which proxies were solicited
pursuant to Section  14(a) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange  Act").  Also on April 27, 1995, the  stockholders  authorized an
amendment  to the 1994 Plan to increase the number of shares of the Common Stock
issuable pursuant to such plan by 1,340,000 shares. Such shares being registered
pursuant hereto may be granted as restricted stock or issuable upon the exercise
of options or stock  appreciation  rights under the 1994 Plan. This Registration
Statement also includes such  indeterminate  number of additional  shares of the
Common  Stock of the  Company as may be  issuable  as a result of stock  splits,
stock dividends or similar transactions, as described in the 1994 Plan.
This Registration  Statement contains a prospectus pursuant to Form S-3
(in  accordance  with Section C of the General  Instructions  to Form S-8) which
covers reoffers and resales,  by affiliates,  or persons who may be deemed to be
affiliates,  of  Registrant,  of shares of the Common Stock of  Registrant.  The
second part contains Information Required in the Registration Statement pursuant
to Part II of Form S-8. In addition, the Form S-8 registers shares of the Common
Stock of Registrant  issued as  restricted  stock or upon exercise of options or
stock  appreciation  rights granted  pursuant to the 1994 Plan.  Pursuant to the
Note to Part I of Form  S-8,  the Plan  Information  specified  by Part I is not
being filed with the Securities and Exchange Commission (the "Commission").
PROSPECTUS

                               IDEON GROUP, INC.
                         301,000 Shares of Common Stock
                           (Par Value $.01 Per Share)

         This  Prospectus  may  be  used  by  a  certain  person  (the  "Covered
Stockholder")  who may be deemed to be an affiliate of Ideon  Group,  Inc.  (the
"Company"  or  "Registrant")  to sell shares of the Common  Stock,  which may be
acquired by such  person  pursuant to the lapse of  restrictions  on  restricted
stock or the exercise of all or any portion of certain stock options  granted to
such person by  Registrant.  All  proceeds  from any sales of such shares of the
Common  Stock will inure to the benefit of the Covered  Stockholder.  Registrant
will receive  none of the proceeds  from the sale of shares which may be offered
hereby but may receive funds upon the exercise of the options  pursuant to which
the  Covered  Stockholder  will  acquire  certain of the shares  covered by this
Prospectus,  which funds, if any, will be used for working capital. All expenses
of registration  incurred in connection  herewith are being borne by Registrant,
but  all  selling  and  other  expenses  incurred  by  the  individual   Covered
Stockholder will be borne by such Covered Stockholder.

         The Covered  Stockholder  has not advised  Registrant  of any  specific
plans for the  distribution  of the shares of the Common  Stock  covered by this
Prospectus,  but, if and when shares are sold, it is anticipated that the shares
will be sold from time to time  primarily  in  transactions  (which may  include
block  transactions)  on the New York Stock  Exchange  at the market  price then
prevailing,  although  sales  may  also be made in  negotiated  transactions  or
otherwise.  The shares of the Common Stock to which this Prospectus  relates may
be  authorized  for  listing  on the New York Stock  Exchange.  See "The Plan of
Distribution."  The Common Stock of  Registrant  is listed and traded on the New
York Stock Exchange under the symbol IQ.

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

         No  person  is  authorized  to give  any  information  or to  make  any
representation  not  contained in this  Prospectus  and, if given or made,  such
information  or  representation  should  not  be  relied  upon  as  having  been
authorized.  This  Prospectus  does  not  constitute  an  offer  to  sell,  or a
solicitation  of an offer to  purchase,  any of the  securities  offered by this
Prospectus in any  jurisdiction to or from any person to whom or from whom it is
unlawful to make such offer.  Neither the  delivery of this  Prospectus  nor any
distribution of securities made hereunder shall, under any circumstances, create
any  implication  that there has been no change in the  affairs  of the  Company
since the date hereof or that information in this Prospectus or in the documents
incorporated  herein by  reference is correct as of any time  subsequent  to the
date hereof or the dates thereof.

                  The date of this Prospectus is May 11, 1995
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  information   requirements  of  the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act") and files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").  These  reports,  proxy  statements  and  other
information  can be inspected and copied at the  Commission's  public  reference
room located at 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549, and
at the public reference facilities in the Commission's  regional offices located
at:  Northwestern  Atrium Center, 500 West Madison Street,  Suite 1400, Chicago,
Illinois 60661, and 75 Park Place, 14th Floor, New York, New York 10007.  Copies
of such  materials  can be  obtained  at  prescribed  rates  by  writing  to the
Securities and Exchange Commission,  Public Reference Section, 450 Fifth Street,
N.W., Washington,  D.C. 20549. In addition,  reports, proxy statements and other
information  concerning  the Company may be  inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

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

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

         THE  FOREGOING   DOCUMENTS,   EXCLUDING  EXHIBITS  UNLESS  SPECIFICALLY
INCORPORATED  HEREIN,  ARE  AVAILABLE  WITHOUT  CHARGE UPON  REQUEST TO THE VICE
PRESIDENT OF INVESTOR  RELATIONS,  IDEON GROUP,  INC.,  7596 CENTURION  PARKWAY,
JACKSONVILLE, FLORIDA 32256, (904)218-1800.

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

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

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

                                  THE COMPANY

     The  Company  is an  information-based  services  enterprise.  The  Company
through its  wholly-owned  subsidiary,  SafeCard,  historically  has been in the
business of selling  subscriptions by mail and telephone for continuity services
provided  pursuant  to  subscriptions   which  typically  continue  annually  or
periodically  unless canceled by the  subscriber.  The Company has embarked on a
diversification  program designed to transform itself from a single-unit  credit
card enhancement provider into a marketing and services  organization  operating
through  multiple  strategic  business  units.  In September  1994,  the Company
acquired the Wright Express Corporation,  a provider of information  processing,
management  and  financial  services  to  petroleum   companies  and  commercial
transportation  fleets in the United  States.  In  February  1995,  the  Company
acquired  National  Leisure Group,  Inc., a leading  retailer of vacation travel
packages  and  services  marketed  directly to  consumers  in  partnership  with
established credit card companies, brand-name retailers and wholesale clubs. The
Company  has also  developed  a credit  card  marketing  and  services  business
commencing with a co-branded credit card to be funded by SunTrust BankCard, N.A.
marketed as part of the PGA TOUR Partners program under a Marketing and Services
Agreement  with the PGA TOUR.  In April 1995,  it announced  the launch of a new
child registration and search service through its subsidiary,  Family Protection
Network, Inc.
The   Company's   principal   executive   office  is  located  at  7596
Centurion  Parkway,  Jacksonville,  Florida 32256  and  its telephone number  is
(904) 218-1800.

                              COVERED STOCKHOLDERS

         The names of the Covered Stockholder and the position, offices or other
material relationships which he has had with the Company and its predecessors or
affiliates over the past three years is as follows:

                                Current Position        Former Position
      Covered Stockholder       with the Company        with the Company
      -------------------       -----------------       ----------------
      John R. Birk              President and           President and Chief
                                Chief Operating         Executive Officer of
                                Officer                 Wright Express
                                                        Corporation

         The  301,000  shares of Common  Stock  covered by this  Prospectus  are
shares which are subject to certain  restrictions  and to options granted by the
Company to the Covered Stockholders since September 1994.

         The following table sets forth: (i) the name of the Covered Stockholder
who  may  sell  the Common Stock pursuant to this Prospectus, (ii) the number of
shares of the Common Stock beneficially owned by such Covered  Stockholder as of
April 30,  1995,  (iii) the number of  shares of  the Common  Stock which may be
offered and are being  registered  for  the account of such Covered  Stockholder
by this Prospectus (all of which will be acquired  by  the  Covered  Stockholder
pursuant  to  the  lapse  of  restrictions  on  shares  of  restricted  stock or
pursuant  to the exercise  of  options) and (iv) the amount  and (if one percent
or more) the percentage of the class to be owned by such Covered  Stockholder if
such Covered  Stockholder  were  to  sell  all of the shares of the Common Stock
covered by this Prospectus.

                                                                 Percent of
                                                                 Total
                                                                 Outstanding
                                                                 Shares
                                                                 Owned if
              Number of        Number          Shares            All Shares
              Shares Owned     of              Owned if All      Registered
              as of            Shares to       Registered        Were Sold
              April 30,        be Offered      Hereunder         (if 1% or
Name          1995             for Resale      Were Sold(1)      More) (2)
- ----          ----             ----------      -------------     ---------
John R. Birk  5,850            301,000(3)         4,850            ----

(1) Assuming that all shares  individually  owned and covered by this Prospectus
are sold and that no  additional  shares are  purchased  or sold by the  Covered
Stockholder.

(2) Based upon 28,942,265 shares of the Common Stock outstanding as of April 30,
1995 plus the number of shares  subject to option such  individual has the right
to purchase and assuming that all shares of the Common Stock  individually owned
and  covered  by this  Prospectus  are sold and that no  additional  shares  are
purchased or sold by such Covered Stockholder.

(3) Includes shares of restricted stock and shares subject to options.

                              PLAN OF DISTRIBUTION

         Any shares of the Common Stock sold pursuant to this Prospectus will be
sold by the Covered  Stockholder  for his own  account,  and he will receive all
proceeds from any such sales. The Company will receive none of the proceeds from
the sale of shares  which may be offered  hereby but may receive  funds upon the
exercise of the options  pursuant to which the Covered  Stockholder will acquire
the shares  covered by this  Prospectus,  which funds,  if any, will be used for
working  capital.  The  Covered  Stockholder  has not advised the Company of any
specific plans for the distribution of the shares of the Common Stock covered by
this  Prospectus,  but, if and when shares are sold, it is anticipated  that the
shares  will be sold from time to time  primarily  in  transactions  (which  may
include block  transactions)  on the New York Stock Exchange at the market price
then prevailing,  although sales may also be made in negotiated  transactions or
otherwise.  If shares of the Common Stock are sold through brokers,  the Covered
Stockholder may pay customary  brokerage  commissions  and charges.  The Covered
Stockholder  may  effect  such  transactions  by  selling  shares to or  through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the Covered  Stockholder  and/or the
purchasers  of shares for whom such  broker-dealers  may act as agent or to whom
they may sell as  principal,  or both  (which  compensation  as to a  particular
broker-dealer  might  be  in  excess  of  customary  commissions).  The  Covered
Stockholder and any  broker-dealers  that act in connection with the sale of the
shares  hereunder  might be deemed to be  "underwriters"  within the  meaning of
Section 2(11) of the Securities  Act, and any  commissions  received by them and
any  profit  on the  resale  of  shares  as  principal  might  be  deemed  to be
underwriting  discounts and  commissions  under such Act. Shares of Common Stock
covered  by this  Prospectus  also may be sold  pursuant  to Rule 144  under the
Securities Act rather than pursuant to this Prospectus.  The Covered Stockholder
has been  advised  that they are  subject to the  applicable  provisions  of the
Exchange  Act,  including  without  limitation  Rules  10b-5,  10b-6  and  10b-7
thereunder.

         The shares of the Common Stock to which this Prospectus  relates may be
authorized for listing on the New York Stock Exchange.

                                INDEMNIFICATION

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation shall have the power, and in some cases is required, to indemnify an
officer, director,  employee or agent, who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding,  by  reason  of the fact  that he or she is or was or has  agreed to
become a  director,  officer,  employee  or agent  of the  Company  or is or was
serving or has  agreed to serve at the  request  of the  Company as a  director,
officer,  employee  or  agent  of  another  corporation,  partnership,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  or by reason of any  action  alleged  to have been  taken or
omitted in such capacity, against expenses, judgments, fines and amounts paid in
settlements. Mr. Birk has an indemnification agreement with the Company pursuant
to  Registrant's  Certificate  and By-Laws,  which  require  indemnification  of
Registrant's  directors  and  officers  to the extent  such  indemnification  is
permitted under the Delaware General Corporation Law.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers or persons  controlling the Company
pursuant to the foregoing  provisions,  Registrant has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

                                 LEGAL MATTERS

         The validity of the shares of the Common Stock offered hereby have been
passed upon for the Company by Mahoney Adams & Criser, P.A.

                                    EXPERTS

         The consolidated  financial statements  incorporated in this prospectus
and the  Registration  Statement by reference to the Annual  Report on Form 10-K
for the fiscal year ended October 31, 1994 have been so incorporated in reliance
on the  report  of Price  Waterhouse  LLP,  independent  accountants,  given the
authority of said firm as experts in auditing and accounting.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

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

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

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

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

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

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

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

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

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

         Article  TENTH of  Registrant's  Certificate,  consistent  with Section
102(b)(7) of the Delaware General  Corporation Law,  provides that a director of
Registrant shall not be personally  liable to Registrant or its stockholders for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's  duty of loyalty to Registrant or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or a knowing  violation of law,  (iii) for any improper
payment of dividends or any unlawful  stock  purchase or  redemption as provided
under  Section  174 of the  Delaware  General  Corporation  Law, or (iv) for any
transaction  from which the  director  derived  an  improper  personal  benefit.
Article  TENTH  further  provides  no  amendment  or repeal of such  article  or
adoption of any provision of the Certificate of Incorporation  inconsistent with
Article  TENTH shall  prejudice  the  exculpatory  effect of Article  TENTH with
respect to any act or omission  occurring  prior to the  effective  date of such
amendment, repeal or inconsistent provision.
Section  10 of Article V of  Registrant's  By-laws  provides  that each
person  who  is or  was a  director  or  officer  of  Registrant  or  any of its
subsidiaries  and each  person who serves or may have  served at the  request of
Registrant as a director or officer of another corporation,  partnership,  joint
venture, trust or other enterprise (and the heirs, executors, administrators and
estates of any such  persons),  shall be indemnified by Registrant in accordance
with and to the fullest  extent  authorized  by, the  provisions of the Delaware
General Corporation Law as it may from time to time be amended.  Each person who
is or was an employee or agent of  Registrant  and each person who serves or may
have served as an employee or agent of another corporation,  partnership,  joint
venture  trust  or  other  enterprise,  may  be  similarly  indemnified  at  the
discretion of the Board of Directors.

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

         Registrant  maintains  insurance  covering  liability of directors  and
officers arising out of their performance in such capacities, subject to certain
exclusions and to policy limits.

ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         This Registration Statement includes the following exhibits:
Exhibit  Number
- -------  ------

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

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

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

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

15       Letter Regarding unaudited financial information.

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

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

ITEM 9.  UNDERTAKINGS

         (1)      Registrant hereby undertakes:

                  (a) To file during any period in which  offers or sales of the
                  securities   registered   hereunder  are  being  made, a post-
                  effective  amendment to this Registration Statement:

                  (i)    To include any prospectus required by Section  10(a)(3)
                         of the Securities Act;

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

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

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

                  (b) That, for the purpose of determining  any  liability under
                  the Securities Act, each such  post-effective  amendment shall
                  be deemed to be a new registration  statement  relating to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

         (2) Registrant  hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of  Registrant's  annual report
pursuant to section  13(a) or section  15(d) of the Exchange  Act,  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the Exchange  Act) that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

         Pursuant  to  the  requirements  of  the  Securities  Act,   Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on  Forms  S-8  and  S-3 and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Jacksonville, State of Florida, on the 11th  day
of May 1995.

                                 IDEON GROUP. INC.

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

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

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

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

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

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

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

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

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

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

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

                                                        PAGINATION BY
EXHIBIT      EXHIBIT                                      SEQUENTIAL
NUMBER       DESCRIPTION                               NUMBERING SYSTEM

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

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

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

 5           Opinion of Mahoney Adams & Criser,        19-21
             P.A.

15           Letter regarding unaudited financial      22
             information.

23(a)        Consents of Price Waterhouse LLP,         23-24
             Independent Accountants.

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