As filed with the Securities and Exchange Commission
                                on August 8, 1997

                                                  Registration No. 333-
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       -----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------

                               ENVOY Corporation 
                            -----------------------
             (Exact name of registrant as specified in its charter)

                                   Tennessee 
                                ---------------
         (State or other jurisdiction of incorporation or organization)

                                   62-1575729 
                                 -------------- 
                      (I.R.S. employer identification no.)

                               Two Lakeview Place
                         15 Century Boulevard, Suite 600
                           Nashville, Tennessee 38214 
                        ---------------------------------
                    (Address of principal executive offices)

                                ENVOY Corporation
                          Employee Stock Purchase Plan
                         ------------------------------
                            (Full title of the plan)

                               Gregory T. Stevens
                       Vice President and General Counsel
                               Two Lakeview Place
                         15 Century Boulevard, Suite 600
                           Nashville, Tennessee 37214 
                        ----------------------------------
                     (Name and address of agent for service)

                                 (615) 885-3700 
                                ----------------
          (Telephone number, including area code, of agent for service)

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

                                                                                Proposed
                                                        Proposed                 maximum
  Title of securities         Amount to be          Maximum offering       aggregate offering           Amount of
   to be registered            registered          price per share(*)             price              registration fee
     <S>                    <C>                         <C>                    <C>                      <C>      
     Common Stock           1,000,000 shares            $27.4375               $27,437,500              $8,314.39
</TABLE>
* Estimated solely for the purpose of determining the amount of the registration
fee. Such estimates have been  calculated in accordance with Rule 457(c) and (h)
under the  Securities  Act of 1933, as amended,  and are based on the average of
the high and low price per share of the Registrant's Common Stock as reported on
the Nasdaq National Market on August 7, 1997.

                                      Page 1 of __ sequentially numbered pages.
                             Exhibit Index appears on sequential page number 8.

  

<PAGE>
                                     PART II

               Information Required in the Registration Statement

Item 3.           Incorporation of Documents by Reference.

     The following  documents filed by ENVOY Corporation (the "Registrant") with
the  Securities  and  Exchange  Commission  (the  "Commission")  pursuant to the
Securities  Exchange Act of 1934 (the "Exchange Act") are hereby incorporated by
reference as of their respective dates:

     (1)  Annual Report on Form 10-K for the fiscal year ended 
December 31, 1996;

     (2)  Quarterly  Report on Form 10-Q for the fiscal quarter ended 
March 31, 1997;

     (3)  Current Report on Form 8-K, filed June 23, 1997; and

     (4) The  description  of the  Registrant's  Common  Stock  contained in the
Registration Statement on Form 10 filed by the Registrant to register the Common
Stock under the Exchange Act, including all amendments and reports filed for the
purpose of updating such description prior to the termination of the offering of
the Common Stock offered hereby.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14,
or 15(d) of the  Exchange Act after the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby 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  date  of  filing  of  such  documents.  Any
statements contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or replaced for purposes hereof
to the extent that a statement  contained  herein (or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference herein) modifies or replaces such statement. Any statement so modified
or  replaced  shall  not be  deemed,  except  as so  modified  or  replaced,  to
constitute a part hereof.

Item 4.           Description of Securities.

     Not applicable.

Item 5.           Interests of Named Experts and Counsel.

     Not applicable.

Item 6.           Indemnification of Directors and Officers.

     The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any of its directors and officers  against  liability  incurred in
connection with a proceeding if (a) such person acted in good faith;  (b) in the
case of conduct in an official capacity
                                                       II-1

<PAGE>

     with the  corporation,  he  reasonably  believed  such  conduct  was in the
corporation's  best interests;  (c) in all other cases,  he reasonably  believed
that  his  conduct  was at  least  not  opposed  to the  best  interests  of the
corporation; and (d) in connection with any criminal proceeding, such person had
no reasonable  cause to believe his conduct was unlawful.  In actions brought by
or in the  right  of  the  corporation,  however,  the  TBCA  provides  that  no
indemnification may be made if the director or officer was adjudged to be liable
to the  corporation.  The  TBCA  also  provides  that  in  connection  with  any
proceeding  charging  improper  personal  benefit to an officer or director,  no
indemnification  may be made if such  officer or director is adjudged  liable on
the basis that such personal benefit was improperly received. In cases where the
director or officer is wholly  successful,  on the merits or  otherwise,  in the
defense of any proceeding  instigated because of his or her status as a director
or officer of a corporation,  the TBCA mandates that the  corporation  indemnify
the director officer against reasonable expenses incurred in the proceeding. The
TBCA provides that a court of competent  jurisdiction,  unless the corporation's
charter  provides  otherwise,  upon  application,  may order  that an officer or
director be indemnified  for  reasonable  expenses if, in  consideration  of all
relevant circumstances,  the court determines that such individual is fairly and
reasonably entitled to  indemnification,  notwithstanding the fact that (a) such
officer or director was adjudged liable to the corporation in a proceeding by or
in the right of the  corporation;  (b) such  officer or  director  was  adjudged
liable on the basis that personal benefit was improperly received by him; or (c)
such officer or director breached his duty of care to the corporation.

     The  Registrant's  Bylaws require the Registrant to indemnify its directors
and  officers  to the  fullest  extent  permitted  by law  with  respect  to all
liability  and loss suffered and expense  reasonably  incurred by such person in
any  action,  suit or  proceeding  in  which  such  person  was (or is) made (or
threatened to be made) a party,  or is otherwise  involved by reason of the fact
that such person is or was a director or officer of the  Registrant.  The Bylaws
further  provide  that the  Registrant  is  obligated to pay the expenses of the
directors and officers  incurred in defending the foregoing  proceedings  if the
indemnified  party  agrees to repay all  amounts  advanced  if it is  ultimately
determined that such person is not entitled to indemnification.

     In  addition,  the  Registrant's  Charter  provides  that the  Registrant's
directors shall not be personally  liable to the Registrant or its  shareholders
for  monetary  damages  for breach of any  fiduciary  duty as a director  of the
Registrant  except to the extent such  exemption  from  liability or  limitation
thereof is not permitted under the TBCA. Under the TBCA, this provision does not
relieve the Registrant's  directors from personal liability to Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director, to
the extent such  liability  arises  from a judgment or other final  adjudication
establishing  (a) any  breach of the  director's  duty of  loyalty,  (b) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) any unlawful distributions,  or (d) receiving any improper
personal  benefit.  Nor does this  provision  eliminate the duty of care and, in
appropriate circumstances,  equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Tennessee law. Finally,  this
provision  does not affect a  director's  responsibilities  under any other law,
such as the federal securities laws or state or federal environmental laws.

     The Registrant has entered into indemnification agreements with each of its
directors and executive  officers.  The Registrant believes that its Charter and
Bylaw  provisions  and  indemnification  agreements are necessary to attract and
retain qualified persons as directors and officers.

                                                       II-2

<PAGE>

     The Registrant has in effect an executive  liability insurance policy which
provides coverage for its directors and officers. Under this policy, the insurer
agrees to pay, subject to certain exclusions (including violations of securities
laws),  for any claim made against a director or officer of the Registrant for a
wrongful  act by such  director or  officer,  but only if and to the extent such
director  or  officer  becomes  legally  obligated  to  pay  such  claim  or the
Registrant is required to indemnify the director or officer for such claim.

Item 7.           Exemption From Registration Claimed

     Not applicable.

Item 8.           Exhibits

     See Exhibit Index (page II-7).

Item 9.           Undertakings.

         A.       The Registrant hereby undertakes:

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

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended (the "Securities Act");

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

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

     provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

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

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

                                                       II-3

<PAGE>

     B. The Registrant  hereby  undertakes that, for purposes of determining any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant  to  Section  13(a)  or  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 therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                                       II-4

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on  Form S-8,  and has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Nashville,  State of  Tennessee,  on the 8th day of
August, 1997.

                                 ENVOY CORPORATION


                                  By:   /s/ Fred C. Goad, Jr. 
                                  ------------------------------------------
                                  Fred C. Goad, Jr.
                                  Co-Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS,  each person whose signature  appears below
hereby  constitutes and appoints Fred C. Goad, Jr. and Jim D. Kever, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and  resubstitution,  for him and in his name, place, and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and to file the same,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
          Signature                                 Title                                  Date
          ---------                                 -----                                  ----
<S>                                     <C>                                             <C>          
   /s/ Fred C. Goad, Jr.                                                                August 8, 1997
--------------------------              Co-Chief Executive Officer
Fred C. Goad, Jr.                       and Chairman of the Board
                                        of Directors (Co-Principal
                                        Executive Officer)

   /s/ Jim D. Kever                                                                     August 8, 1997
--------------------------              Co-Chief Executive Officer,
Jim D. Kever                            President and Director (Co-
                                        Principal Executive Officer)


   /s/ Kevin M. McNamara                                                                August 8, 1997
--------------------------              Chief Financial Officer and 
Kevin M. McNamara                       Secretary (Principal
                                        Financial and Accounting
                                        Officer)


                                                       II-5
<PAGE>

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


   /s/ William E. Ford                  Director                                        August 8, 1997
---------------------------
William E. Ford


   /s/ W. Marvin Gresham                Director                                        August 8, 1997
---------------------------
W. Marvin Gresham


   /s/ Laurence E. Hirsch               Director                                        August 8, 1997
---------------------------
Laurence E. Hirsch


/s/ G. Walter Loewenbaum II             Director                                        August 8, 1997
---------------------------
G. Walter Lowenbaum, II


   /s/ Richard A. McStay                Director                                        August 8, 1997
---------------------------
Richard A. McStay


   /s/ Harlan F. Seymour                Director                                        August 8, 1997
---------------------------
Harlan F. Seymour

</TABLE>


                                                       II-6
<PAGE>

                                  EXHIBIT INDEX
 



<TABLE>
<CAPTION>
                                                                                              Sequentially
Exhibit No.                                  Description                                     Numbered Pages
----------                                   -----------                                     --------------
<S>                              <C>                                                         <C>
    4.1                          Article IV of Registrant's Charter, as
                                 amended(1)

    4.2                          Shareholder Rights Plan (2)

    4.3                          Series B Convertible Preferred Stock Purchase
                                 Agreement among Registrant, General Atlantic
                                 Partners 25, L.P., GAP Coinvestment Partners,
                                 L.P. and First Union Capital Partners, Inc. dated
                                 November 30, 1995 (3)

    4.4                          Registration Rights Agreement dated March 6,
                                 1996 by and among Registrant, General Atlantic
                                 Partners 25, L.P., GAP Coinvestment Partners,
                                 L.P. and First Union Capital Partners, Inc. (4)

    4.5                          Securities Purchase Agreement dated March 6,
                                 1996 by and among Registrant and the
                                 Purchasers set forth on the signature pages
                                 thereto (4)

    4.6                          Registration Rights Agreement dated March 6,
                                 1996 by and among Registrant and the
                                 Purchasers set forth on the signature pages
                                 thereto (4)

      5                          Opinion of Bass, Berry & Sims PLC

    23.1                         Consent of Ernst & Young LLP

    23.2                         Consent of Deloitte & Touche LLP
</TABLE>
______________________________________

     (1)  Incorporated  by reference to the  Registrant's  Annual Report on Form
10-K for the year ended December 31, 1995. 
     (2) Incorporated by reference to the  Registrant's  Form 10, as amended No.
0-25062.
     (3)  Incorporated by reference to the  Registrant's  Current Report on Form
8-K filed December 7, 1995.
     (4)  Incorporated by reference to the  Registrant's  Current Report on Form
8-K filed March 21, 1996.

                                                       II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21973}]
{"company-data": {"conformed-name": "ENVOY CORP /TN/", "cik": "0000932277", "assigned-sic": "7374", "irs-number": "621575729", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33207", "film-number": "97654412"}, "business-address": {"street1": "TWO LAKEVIEW PL", "street2": "15 CENTURY BLVD STE 600", "city": "NASHVILLE", "state": "TN", "zip": "37214", "phone": "6152314891"}, "mail-address": {"street1": "TWO LAKEVIEW PL", "street2": "15 CENTURY BLVD STE 600", "city": "NASHVILLE", "state": "TN", "zip": "37214"}, "former-company": {"former-conformed-name": "NEW ENVOY INC", "date-changed": "19941102"}}
As filed with the Securities and Exchange Commission
                                on August 8, 1997

                                                  Registration No. 333-
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       -----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------

                               ENVOY Corporation 
                            -----------------------
             (Exact name of registrant as specified in its charter)

                                   Tennessee 
                                ---------------
         (State or other jurisdiction of incorporation or organization)

                                   62-1575729 
                                 -------------- 
                      (I.R.S. employer identification no.)

                               Two Lakeview Place
                         15 Century Boulevard, Suite 600
                           Nashville, Tennessee 38214 
                        ---------------------------------
                    (Address of principal executive offices)

                                ENVOY Corporation
                          Employee Stock Purchase Plan
                         ------------------------------
                            (Full title of the plan)

                               Gregory T. Stevens
                       Vice President and General Counsel
                               Two Lakeview Place
                         15 Century Boulevard, Suite 600
                           Nashville, Tennessee 37214 
                        ----------------------------------
                     (Name and address of agent for service)

                                 (615) 885-3700 
                                ----------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                        Proposed                 maximum
  Title of securities         Amount to be          Maximum offering       aggregate offering           Amount of
   to be registered            registered          price per share(*)             price              registration fee
Common Stock           1,000,000 shares            $27.4375               $27,437,500              $8,314.39
* Estimated solely for the purpose of determining the amount of the registration
fee. Such estimates have been  calculated in accordance with Rule 457(c) and (h)
under the  Securities  Act of 1933, as amended,  and are based on the average of
the high and low price per share of the Registrant's Common Stock as reported on
the Nasdaq National Market on August 7, 1997.

                                      Page 1 of __ sequentially numbered pages.
                             Exhibit Index appears on sequential page number 8.
PART II

               Information Required in the Registration Statement

Item 3.           Incorporation of Documents by Reference.

     The following  documents filed by ENVOY Corporation (the "Registrant") with
the  Securities  and  Exchange  Commission  (the  "Commission")  pursuant to the
Securities  Exchange Act of 1934 (the "Exchange Act") are hereby incorporated by
reference as of their respective dates:

     (1)  Annual Report on Form 10-K for the fiscal year ended 
December 31, 1996;

     (2)  Quarterly  Report on Form 10-Q for the fiscal quarter ended 
March 31, 1997;

     (3)  Current Report on Form 8-K, filed June 23, 1997; and

     (4) The  description  of the  Registrant's  Common  Stock  contained in the
Registration Statement on Form 10 filed by the Registrant to register the Common
Stock under the Exchange Act, including all amendments and reports filed for the
purpose of updating such description prior to the termination of the offering of
the Common Stock offered hereby.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14,
or 15(d) of the  Exchange Act after the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby 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  date  of  filing  of  such  documents.  Any
statements contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or replaced for purposes hereof
to the extent that a statement  contained  herein (or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference herein) modifies or replaces such statement. Any statement so modified
or  replaced  shall  not be  deemed,  except  as so  modified  or  replaced,  to
constitute a part hereof.

Item 4.           Description of Securities.

     Not applicable.

Item 5.           Interests of Named Experts and Counsel.

     Not applicable.

Item 6.           Indemnification of Directors and Officers.

     The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any of its directors and officers  against  liability  incurred in
connection with a proceeding if (a) such person acted in good faith;  (b) in the
case of conduct in an official capacity
                                                       II-1
with the  corporation,  he  reasonably  believed  such  conduct  was in the
corporation's  best interests;  (c) in all other cases,  he reasonably  believed
that  his  conduct  was at  least  not  opposed  to the  best  interests  of the
corporation; and (d) in connection with any criminal proceeding, such person had
no reasonable  cause to believe his conduct was unlawful.  In actions brought by
or in the  right  of  the  corporation,  however,  the  TBCA  provides  that  no
indemnification may be made if the director or officer was adjudged to be liable
to the  corporation.  The  TBCA  also  provides  that  in  connection  with  any
proceeding  charging  improper  personal  benefit to an officer or director,  no
indemnification  may be made if such  officer or director is adjudged  liable on
the basis that such personal benefit was improperly received. In cases where the
director or officer is wholly  successful,  on the merits or  otherwise,  in the
defense of any proceeding  instigated because of his or her status as a director
or officer of a corporation,  the TBCA mandates that the  corporation  indemnify
the director officer against reasonable expenses incurred in the proceeding. The
TBCA provides that a court of competent  jurisdiction,  unless the corporation's
charter  provides  otherwise,  upon  application,  may order  that an officer or
director be indemnified  for  reasonable  expenses if, in  consideration  of all
relevant circumstances,  the court determines that such individual is fairly and
reasonably entitled to  indemnification,  notwithstanding the fact that (a) such
officer or director was adjudged liable to the corporation in a proceeding by or
in the right of the  corporation;  (b) such  officer or  director  was  adjudged
liable on the basis that personal benefit was improperly received by him; or (c)
such officer or director breached his duty of care to the corporation.

     The  Registrant's  Bylaws require the Registrant to indemnify its directors
and  officers  to the  fullest  extent  permitted  by law  with  respect  to all
liability  and loss suffered and expense  reasonably  incurred by such person in
any  action,  suit or  proceeding  in  which  such  person  was (or is) made (or
threatened to be made) a party,  or is otherwise  involved by reason of the fact
that such person is or was a director or officer of the  Registrant.  The Bylaws
further  provide  that the  Registrant  is  obligated to pay the expenses of the
directors and officers  incurred in defending the foregoing  proceedings  if the
indemnified  party  agrees to repay all  amounts  advanced  if it is  ultimately
determined that such person is not entitled to indemnification.

     In  addition,  the  Registrant's  Charter  provides  that the  Registrant's
directors shall not be personally  liable to the Registrant or its  shareholders
for  monetary  damages  for breach of any  fiduciary  duty as a director  of the
Registrant  except to the extent such  exemption  from  liability or  limitation
thereof is not permitted under the TBCA. Under the TBCA, this provision does not
relieve the Registrant's  directors from personal liability to Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director, to
the extent such  liability  arises  from a judgment or other final  adjudication
establishing  (a) any  breach of the  director's  duty of  loyalty,  (b) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) any unlawful distributions,  or (d) receiving any improper
personal  benefit.  Nor does this  provision  eliminate the duty of care and, in
appropriate circumstances,  equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Tennessee law. Finally,  this
provision  does not affect a  director's  responsibilities  under any other law,
such as the federal securities laws or state or federal environmental laws.

     The Registrant has entered into indemnification agreements with each of its
directors and executive  officers.  The Registrant believes that its Charter and
Bylaw  provisions  and  indemnification  agreements are necessary to attract and
retain qualified persons as directors and officers.

                                                       II-2
The Registrant has in effect an executive  liability insurance policy which
provides coverage for its directors and officers. Under this policy, the insurer
agrees to pay, subject to certain exclusions (including violations of securities
laws),  for any claim made against a director or officer of the Registrant for a
wrongful  act by such  director or  officer,  but only if and to the extent such
director  or  officer  becomes  legally  obligated  to  pay  such  claim  or the
Registrant is required to indemnify the director or officer for such claim.

Item 7.           Exemption From Registration Claimed

     Not applicable.

Item 8.           Exhibits

     See Exhibit Index (page II-7).

Item 9.           Undertakings.

         A.       The Registrant hereby undertakes:

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

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended (the "Securities Act");

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

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

     provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

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

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

                                                       II-3
B. The Registrant  hereby  undertakes that, for purposes of determining any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant  to  Section  13(a)  or  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 therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                                       II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on  Form S-8,  and has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Nashville,  State of  Tennessee,  on the 8th day of
August, 1997.

                                 ENVOY CORPORATION

                                  By:   /s/ Fred C. Goad, Jr. 
                                  ------------------------------------------
                                  Fred C. Goad, Jr.
                                  Co-Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  each person whose signature  appears below
hereby  constitutes and appoints Fred C. Goad, Jr. and Jim D. Kever, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and  resubstitution,  for him and in his name, place, and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and to file the same,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                 Title                                  Date
          ---------                                 -----                                  ----
/s/ Fred C. Goad, Jr.                                                                August 8, 1997
--------------------------              Co-Chief Executive Officer
Fred C. Goad, Jr.                       and Chairman of the Board
                                        of Directors (Co-Principal
                                        Executive Officer)

   /s/ Jim D. Kever                                                                     August 8, 1997
--------------------------              Co-Chief Executive Officer,
Jim D. Kever                            President and Director (Co-
                                        Principal Executive Officer)

   /s/ Kevin M. McNamara                                                                August 8, 1997
--------------------------              Chief Financial Officer and 
Kevin M. McNamara                       Secretary (Principal
                                        Financial and Accounting
                                        Officer)

                                                       II-5
Signature                                Title                                  Date
          ---------                                 -----                                  ----

   /s/ William E. Ford                  Director                                        August 8, 1997
---------------------------
William E. Ford

   /s/ W. Marvin Gresham                Director                                        August 8, 1997
---------------------------
W. Marvin Gresham

   /s/ Laurence E. Hirsch               Director                                        August 8, 1997
---------------------------
Laurence E. Hirsch

/s/ G. Walter Loewenbaum II             Director                                        August 8, 1997
---------------------------
G. Walter Lowenbaum, II

   /s/ Richard A. McStay                Director                                        August 8, 1997
---------------------------
Richard A. McStay

   /s/ Harlan F. Seymour                Director                                        August 8, 1997
---------------------------
Harlan F. Seymour
II-6
EXHIBIT INDEX
Sequentially
Exhibit No.                                  Description                                     Numbered Pages
----------                                   -----------                                     --------------
4.1                          Article IV of Registrant's Charter, as
                                 amended(1)

    4.2                          Shareholder Rights Plan (2)

    4.3                          Series B Convertible Preferred Stock Purchase
                                 Agreement among Registrant, General Atlantic
                                 Partners 25, L.P., GAP Coinvestment Partners,
                                 L.P. and First Union Capital Partners, Inc. dated
                                 November 30, 1995 (3)

    4.4                          Registration Rights Agreement dated March 6,
                                 1996 by and among Registrant, General Atlantic
                                 Partners 25, L.P., GAP Coinvestment Partners,
                                 L.P. and First Union Capital Partners, Inc. (4)

    4.5                          Securities Purchase Agreement dated March 6,
                                 1996 by and among Registrant and the
                                 Purchasers set forth on the signature pages
                                 thereto (4)

    4.6                          Registration Rights Agreement dated March 6,
                                 1996 by and among Registrant and the
                                 Purchasers set forth on the signature pages
                                 thereto (4)

      5                          Opinion of Bass, Berry & Sims PLC

    23.1                         Consent of Ernst & Young LLP

    23.2                         Consent of Deloitte & Touche LLP
______________________________________

     (1)  Incorporated  by reference to the  Registrant's  Annual Report on Form
10-K for the year ended December 31, 1995. 
     (2) Incorporated by reference to the  Registrant's  Form 10, as amended No.
0-25062.
     (3)  Incorporated by reference to the  Registrant's  Current Report on Form
8-K filed December 7, 1995.
     (4)  Incorporated by reference to the  Registrant's  Current Report on Form
8-K filed March 21, 1996.

                                                       II-7