AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1999
                                        REGISTRATION NO. 333-
==========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ______________________
                                     
                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ______________________
                                     
                          ADVANCE PARADIGM, INC.
          (Exact name of Registrant as specified in its charter)
                                     
                DELAWARE                             75-2493381
      (State or other jurisdiction                (I.R.S. Employer
    of incorporation or organization)          Identification Number)
                    
     545 EAST JOHN CARPENTER FREEWAY                   75062
               SUITE 1570                            (Zip Code)
              IRVING, TEXAS
(Address of principal executive offices)
                                     
                    ADVANCE PARADIGM, INC. 401(K) PLAN
                         (Full title of the plan)
                                     
                             DAVID D. HALBERT
       CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                545 EAST JOHN CARPENTER FREEWAY, SUITE 1570
                            IRVING, TEXAS 75062
                              (972) 830-6199
                (Name and address, including zip code, and
                  telephone number of agent for service)
                                     
                                Copies to:
                       J. KENNETH MENGES, JR., P.C.
                 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
                      1700 PACIFIC AVENUE, SUITE 4100
                         DALLAS, TEXAS 75201-4675
                              (214) 969 -2800
                          ______________________
                                     
                      CALCULATION OF REGISTRATION FEE
======================================================================
                                    PROPOSED   PROPOSED
                                    MAXIMUM     MAXIMUM
                     AMOUNT TO BE   OFFERING   AGGREGATE    AMOUNT OF
TITLE OF SECURITIES   REGISTERED   PRICE PER   OFFERING   REGISTRATION
 TO BE REGISTERED        (1)       SHARE (2)   PRICE (2)       FEE
-------------------  ------------  ---------- ----------  ------------
Common Stock, $0.01
par value
("Common Stock")       30,000       $58.22    $1,746,600    $515.25

(1)  This Registration Statement also covers any additional shares that may
     hereafter become purchasable as a result of the adjustment provisions
     of the Plans.
(2)  Estimated solely for the purpose of computing the registration fee
     pursuant to Rule 457(c) and (h).  The calculation of the proposed
     maximum offering price is based upon the average of the high and low
     sales prices of the Common Stock of Advance Paradigm, Inc. on March 30,
     1999, as reported by the Nasdaq National Market.
==========================================================================
                                     
                                  PART I
                                     
           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents constituting Part I of this Registration Statement will
be sent or given to employees of Advance Paradigm, Inc. (the "Company") as
specified by Rule 428(b)(1) promulgated under the Securities Act of 1933,
as amended (the "Securities Act").


                                  PART II
                                     
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:

          (1)  The Company's Annual Report on Form 10-K for the fiscal year
     ended March 31, 1998, which contains audited financial statements for
     the fiscal year ended March 31, 1998.

          (2)  The Company's Quarterly Reports on Form 10-Q for the
     quarters ended June 30, 1998, September 30, 1998 and December 31,
     1998.

          (3)  The Company's Definitive Proxy Statement pursuant to
     Schedule 14A filed with the Commission on July 29, 1998.

          (4)  The description of the Company's Common Stock contained in
     the Company's registration statement on Form S-1 (No. 333-06931) filed
     with the Commission on June 26, 1996, as amended by Amendment No. 1
     thereto filed with the Commission on July 10, 1996, Amendment No. 2
     thereto filed with the Commission on September 11, 1996, Amendment No.
     3 thereto filed with the Commission on September 30, 1996, and
     Amendment No. 4 thereto filed with the Commission on October 8, 1996,
     the Company's registration statement filed pursuant to Rule 462(b) and
     the final prospectus, dated October 8, 1996, filed with the Commission
     pursuant to Rule 424(b)(4) under the Securities Act.

     In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment 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 in this Registration Statement and to be a part hereof from the
date of 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 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of the shares of Common Stock offered by
this Registration Statement will be passed upon for the Company by Akin,
Gump, Strauss, Hauer & Feld, L.L.P.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company, a Delaware corporation, is empowered by Section 145 of
the Delaware General Corporation Law (the "Delaware Act"), subject to the
procedures and limitations stated therein, to indemnify certain parties.
Section 145 of the Delaware Act provides in part that a corporation shall
have the power to 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 (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  Similar indemnity is authorized for such
persons against expenses (including attorneys' fees) actually and
reasonably incurred in defense or settlement of any threatened, pending or
completed action or suit by or in the right of the corporation, if such
person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides)
such person shall not have been adjudged liable to the corporation.  Any
such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable
standard of conduct.  Where an officer or a director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually or reasonably incurred.  Section 145 provides further
that indemnification pursuant to its provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

     Article 9 of the Company's Certificate of Incorporation, as amended
(the "Certificate"), provides that the Company shall indemnify any and all
persons whom it has the power to indemnify under Section 145 of the
Delaware Act to the fullest extent permitted under such section, and such
indemnity shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     The right to indemnification under Article 9 of the Certificate is a
contract right which includes, with respect to directors and officers, the
right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its disposition; provided, however, that, if the
General Corporation Law of the State of Delaware requires, the payment of
such expenses incurred by a director or officer in advance of the final
disposition of a proceeding shall be made only upon delivery to the Company
of an undertaking, by or on behalf of such director or officer, to repay
all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under Article 9 or
otherwise.

     As set forth below, Article 8 of the bylaws of the Company (the
"Bylaws") provides for indemnification of directors, officers, employees
and agents, and Section 8.7 of the Bylaws provides for the authority to
purchase insurance with respect to indemnification of directors, officers,
employees and agents.

     Article 8 of the Bylaws provides that the Company shall 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 the Company) by reason of the fact that he is or was a
director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful, to the fullest
extent permitted by Delaware law.

     Section 7 of the Underwriting Agreement among the Company, the
Underwriters and the Selling Stockholders provides for the indemnification
by the Company of the Underwriters and each person, if any, who controls
any Underwriter from and against any and all losses, claims, damages or
liabilities to which such indemnified parties or any of them may become
subject.  The Underwriting Agreement also provides that the Underwriters
shall similarly indemnify the Company, its directors, officers, Selling
Stockholders and controlling persons, as set forth therein.

     The Company maintains directors' and officers' liability insurance in
accordance with Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits, attached hereto.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

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

          (ii)   To reflect in the prospectus any facts or events arising
     after the effective date of the registration statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in the registration statement.  Notwithstanding the foregoing, any
     increase or decrease in volume of securities offered (if the total
     dollar value of securities offered would not exceed that which was
     registered) and any deviation from the low or high and of the
     estimated maximum offering range may be reflected in the form of
     prospectus filed with the Commission pursuant to Rule 424(b) if, in
     the aggregate, the changes in volume and price represent no more than
     20 percent change in the maximum aggregate offering price set forth in
     the "Calculation of Registration Fee" table in the effective
     registration statement;

          (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.

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

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

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

     (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.


                                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 Irving, State of Texas on March
30, 1999.

                              ADVANCE PARADIGM, INC.
                              
                              By:/S/ DAVID D. HALBERT
                                 ----------------------------------------
                                 David D. Halbert
                                 Chairman of the Board, President
                                 and Chief Executive Officer

      Pursuant  to  the requirements of the Securities Act  of  1933,  this
Registration  Statement has been signed below by the following  persons  in
the capacities indicated on March 30, 1999.

SIGNATURE                          TITLE

 /S/ DAVID D. HALBERT              Chairman of the Board, President
--------------------------         and Chief Executive Officer
David D. Halbert


 /S/ JON S. HALBERT                Chief Operating Officer, Executive Vice
--------------------------         President and Director
Jon S. Halbert


 /S/ DANNY PHILLIPS                Chief Financial Officer, Senior Vice
--------------------------         President, Secretary and Treasurer
Danny Phillips                     (Principal Financial and Accounting
                                   Officer)

 /S/ PETER M. CASTLEMAN            Director
--------------------------
Peter M. Castleman


 /S/ ROGERS K. COLEMAN             Director
--------------------------
Rogers K. Coleman


 /S/ STEPHEN L. GREEN              Director
--------------------------
Stephen L. Green


 /S/ JEFFREY R. JAY                Director
--------------------------
Jeffrey R. Jay


 /S/ KENNETH J. LINDE              Director
--------------------------
Kenneth J. Linde


 /S/ MICHAEL D. WARE               Director
--------------------------
Michael D. Ware


                             INDEX TO EXHIBITS



EXHIBIT
NUMBER    DESCRIPTION OF EXHIBITS
-------   -----------------------

4.1       Advance Paradigm, Inc. 401(k) Plan Summary Plan Description

5.1       Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

23.1      Consent of Arthur Andersen LLP

23.2      Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
          Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18983}]
{"company-data": {"conformed-name": "ADVANCE PARADIGM INC", "cik": "0001012956", "assigned-sic": "8090", "irs-number": "752493381", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75351", "film-number": "99582603"}, "business-address": {"street1": "545 E JOHN CARPENTER FREEWAY", "street2": "STE 1570", "city": "IRVING", "state": "TX", "zip": "75062", "phone": "2148306199"}, "mail-address": {"street1": "545 E JOHN CARPENTER FREEWAY SUITE 1900", "street2": "545 E JOHN CARPENTER FREEWAY SUITE 1900", "city": "IRVING", "state": "TX", "zip": "75062"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1999
                                        REGISTRATION NO. 333-
==========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ______________________
                                     
                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ______________________
                                     
                          ADVANCE PARADIGM, INC.
          (Exact name of Registrant as specified in its charter)
                                     
                DELAWARE                             75-2493381
      (State or other jurisdiction                (I.R.S. Employer
    of incorporation or organization)          Identification Number)
                    
     545 EAST JOHN CARPENTER FREEWAY                   75062
               SUITE 1570                            (Zip Code)
              IRVING, TEXAS
(Address of principal executive offices)
                                     
                    ADVANCE PARADIGM, INC. 401(K) PLAN
                         (Full title of the plan)
                                     
                             DAVID D. HALBERT
       CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                545 EAST JOHN CARPENTER FREEWAY, SUITE 1570
                            IRVING, TEXAS 75062
                              (972) 830-6199
                (Name and address, including zip code, and
                  telephone number of agent for service)
                                     
                                Copies to:
                       J. KENNETH MENGES, JR., P.C.
                 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
                      1700 PACIFIC AVENUE, SUITE 4100
                         DALLAS, TEXAS 75201-4675
                              (214) 969 -2800
                          ______________________
                                     
                      CALCULATION OF REGISTRATION FEE
======================================================================
                                    PROPOSED   PROPOSED
                                    MAXIMUM     MAXIMUM
                     AMOUNT TO BE   OFFERING   AGGREGATE    AMOUNT OF
TITLE OF SECURITIES   REGISTERED   PRICE PER   OFFERING   REGISTRATION
 TO BE REGISTERED        (1)       SHARE (2)   PRICE (2)       FEE
-------------------  ------------  ---------- ----------  ------------
Common Stock, $0.01
par value
("Common Stock")       30,000       $58.22    $1,746,600    $515.25

(1)  This Registration Statement also covers any additional shares that may
     hereafter become purchasable as a result of the adjustment provisions
     of the Plans.
(2)  Estimated solely for the purpose of computing the registration fee
     pursuant to Rule 457(c) and (h).  The calculation of the proposed
     maximum offering price is based upon the average of the high and low
     sales prices of the Common Stock of Advance Paradigm, Inc. on March 30,
     1999, as reported by the Nasdaq National Market.
==========================================================================
                                     
                                  PART I
                                     
           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents constituting Part I of this Registration Statement will
be sent or given to employees of Advance Paradigm, Inc. (the "Company") as
specified by Rule 428(b)(1) promulgated under the Securities Act of 1933,
as amended (the "Securities Act").

                                  PART II
                                     
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:

          (1)  The Company's Annual Report on Form 10-K for the fiscal year
     ended March 31, 1998, which contains audited financial statements for
     the fiscal year ended March 31, 1998.

          (2)  The Company's Quarterly Reports on Form 10-Q for the
     quarters ended June 30, 1998, September 30, 1998 and December 31,
     1998.

          (3)  The Company's Definitive Proxy Statement pursuant to
     Schedule 14A filed with the Commission on July 29, 1998.

          (4)  The description of the Company's Common Stock contained in
     the Company's registration statement on Form S-1 (No. 333-06931) filed
     with the Commission on June 26, 1996, as amended by Amendment No. 1
     thereto filed with the Commission on July 10, 1996, Amendment No. 2
     thereto filed with the Commission on September 11, 1996, Amendment No.
     3 thereto filed with the Commission on September 30, 1996, and
     Amendment No. 4 thereto filed with the Commission on October 8, 1996,
     the Company's registration statement filed pursuant to Rule 462(b) and
     the final prospectus, dated October 8, 1996, filed with the Commission
     pursuant to Rule 424(b)(4) under the Securities Act.

     In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment 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 in this Registration Statement and to be a part hereof from the
date of 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 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of the shares of Common Stock offered by
this Registration Statement will be passed upon for the Company by Akin,
Gump, Strauss, Hauer & Feld, L.L.P.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company, a Delaware corporation, is empowered by Section 145 of
the Delaware General Corporation Law (the "Delaware Act"), subject to the
procedures and limitations stated therein, to indemnify certain parties.
Section 145 of the Delaware Act provides in part that a corporation shall
have the power to 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 (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  Similar indemnity is authorized for such
persons against expenses (including attorneys' fees) actually and
reasonably incurred in defense or settlement of any threatened, pending or
completed action or suit by or in the right of the corporation, if such
person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides)
such person shall not have been adjudged liable to the corporation.  Any
such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable
standard of conduct.  Where an officer or a director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually or reasonably incurred.  Section 145 provides further
that indemnification pursuant to its provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

     Article 9 of the Company's Certificate of Incorporation, as amended
(the "Certificate"), provides that the Company shall indemnify any and all
persons whom it has the power to indemnify under Section 145 of the
Delaware Act to the fullest extent permitted under such section, and such
indemnity shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     The right to indemnification under Article 9 of the Certificate is a
contract right which includes, with respect to directors and officers, the
right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its disposition; provided, however, that, if the
General Corporation Law of the State of Delaware requires, the payment of
such expenses incurred by a director or officer in advance of the final
disposition of a proceeding shall be made only upon delivery to the Company
of an undertaking, by or on behalf of such director or officer, to repay
all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under Article 9 or
otherwise.

     As set forth below, Article 8 of the bylaws of the Company (the
"Bylaws") provides for indemnification of directors, officers, employees
and agents, and Section 8.7 of the Bylaws provides for the authority to
purchase insurance with respect to indemnification of directors, officers,
employees and agents.

     Article 8 of the Bylaws provides that the Company shall 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 the Company) by reason of the fact that he is or was a
director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful, to the fullest
extent permitted by Delaware law.

     Section 7 of the Underwriting Agreement among the Company, the
Underwriters and the Selling Stockholders provides for the indemnification
by the Company of the Underwriters and each person, if any, who controls
any Underwriter from and against any and all losses, claims, damages or
liabilities to which such indemnified parties or any of them may become
subject.  The Underwriting Agreement also provides that the Underwriters
shall similarly indemnify the Company, its directors, officers, Selling
Stockholders and controlling persons, as set forth therein.

     The Company maintains directors' and officers' liability insurance in
accordance with Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits, attached hereto.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

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

          (ii)   To reflect in the prospectus any facts or events arising
     after the effective date of the registration statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in the registration statement.  Notwithstanding the foregoing, any
     increase or decrease in volume of securities offered (if the total
     dollar value of securities offered would not exceed that which was
     registered) and any deviation from the low or high and of the
     estimated maximum offering range may be reflected in the form of
     prospectus filed with the Commission pursuant to Rule 424(b) if, in
     the aggregate, the changes in volume and price represent no more than
     20 percent change in the maximum aggregate offering price set forth in
     the "Calculation of Registration Fee" table in the effective
     registration statement;

          (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.

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

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

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

     (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.

                                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 Irving, State of Texas on March
30, 1999.

                              ADVANCE PARADIGM, INC.
                              
                              By:/S/ DAVID D. HALBERT
                                 ----------------------------------------
                                 David D. Halbert
                                 Chairman of the Board, President
                                 and Chief Executive Officer

      Pursuant  to  the requirements of the Securities Act  of  1933,  this
Registration  Statement has been signed below by the following  persons  in
the capacities indicated on March 30, 1999.

SIGNATURE                          TITLE

 /S/ DAVID D. HALBERT              Chairman of the Board, President
--------------------------         and Chief Executive Officer
David D. Halbert

 /S/ JON S. HALBERT                Chief Operating Officer, Executive Vice
--------------------------         President and Director
Jon S. Halbert

 /S/ DANNY PHILLIPS                Chief Financial Officer, Senior Vice
--------------------------         President, Secretary and Treasurer
Danny Phillips                     (Principal Financial and Accounting
                                   Officer)

 /S/ PETER M. CASTLEMAN            Director
--------------------------
Peter M. Castleman

 /S/ ROGERS K. COLEMAN             Director
--------------------------
Rogers K. Coleman

 /S/ STEPHEN L. GREEN              Director
--------------------------
Stephen L. Green

 /S/ JEFFREY R. JAY                Director
--------------------------
Jeffrey R. Jay

 /S/ KENNETH J. LINDE              Director
--------------------------
Kenneth J. Linde

 /S/ MICHAEL D. WARE               Director
--------------------------
Michael D. Ware

                             INDEX TO EXHIBITS

EXHIBIT
NUMBER    DESCRIPTION OF EXHIBITS
-------   -----------------------

4.1       Advance Paradigm, Inc. 401(k) Plan Summary Plan Description

5.1       Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

23.1      Consent of Arthur Andersen LLP

23.2      Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
          Exhibit 5.1)