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

                         REGISTRATION STATEMENT NO. 333-


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

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

                            SHERIDAN HEALTHCARE, INC.
             (Exact name of Registrant as specified in its charter)
        DELAWARE                                         04-3252967
 (State of incorporation)                (I.R.S. Employer Identification Number)

                         4651 SHERIDAN STREET, SUITE 400
                            HOLLYWOOD, FLORIDA 33021
                                 (954) 987-5822


(Address, including zip code, and telephone number, including area code,
               of Registrant's principal executive offices)


                            SHERIDAN HEALTHCARE, INC.
               SECOND AMENDED AND RESTATED 1995 STOCK OPTION PLAN
                            (Full Title of the Plan)



                            MITCHELL EISENBERG, M.D.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            SHERIDAN HEALTHCARE, INC.
                         4651 SHERIDAN STREET, SUITE 400
                            HOLLYWOOD, FLORIDA 33021
                                 (954) 987-5822

(Name, address, including zip code, and telephone number, including area code,
                          of agent for service)
                      ----------------------------

                                 With a copy to:
                              Kevin M. Dennis, Esq.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

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


 
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum      Proposed Maximum        Amount of
Title of Securities Being      Amount to be     Offering Price Per     Aggregate Offering     Registration
        Registered              Registered             Share                 Price                Fee
-----------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>                   <C>                    <C>

Common Stock, par value         1,350,000          $12.44(2)             $16,794,000.00         $5,090.00 
$.01 per share                  shares (1)


<FN>
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     Sheridan  Healthcare,  Inc.  Second  Amended and Restated 1995 Stock Option
     Plan  in  the  event  of  a  stock   dividend,   stock   split,   split-up,
     recapitalization or other similar event.

(2)  This  estimate is based on the average of the high and low sales  prices on
     the Nasdaq National Market of the Common Stock of Sheridan Healthcare, Inc.
     on August 5, 1997  pursuant  to Rules 457(c)  and (h) under the  Securities
     Act  of  1933,  as  amended,   solely  for  purposes  of  determining   the
     registration fee.
</FN>
</TABLE>
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.
        -----------------------------------------------

     Sheridan Healthcare,  Inc. (the "Company") hereby incorporates by reference
the documents listed in (a) through (c) below,  which have previously been filed
with the Securities and Exchange Commission.

     (a)  The Company's Annual Report on Form 10-K, containing audited financial
          statements for the fiscal year ended December 31, 1996, filed with the
          Securities  and Exchange  Commission  pursuant to Section 13(a) of the
          Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), on
          March 31, 1997;

     (b)  All other  reports  filed since  December 31, 1996 pursuant to Section
          13(a) or 15(d) of the Exchange Act; and

     (c)  The  description  of  the  Company's  common  stock  contained  in its
          Registration  Statement  on Form 8-A,  filed with the  Securities  and
          Exchange  Commission on September 20, 1995, as amended,  under Section
          12 of the Exchange  Act and any  amendments  or reports  filed for the
          purpose of updating such description.

    In  addition,  all  documents  subsequently  filed with the  Securities  and
Exchange  Commission by the Company  pursuant to Sections  13(a),  13(c), 14 and
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
hereto which indicates that all securities  offered  hereunder 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.


Item 4. Description of Securities.
        -------------------------

    Not Applicable.


Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

    Not Applicable.


Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

    In  accordance  with the General  Corporation  Law of the State of Delaware,
Article  VII  of  the  Company's  Third  Amended  and  Restated  Certificate  of
Incorporation, as amended (the "Certificate"),  provides that no director of the
Company  shall be  personally  liable to the  Company  or its  stockholders  for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or a knowing  violation  of law,  (iii) in  respect  of
certain unlawful dividend payments or stock redemptions or repurchases,  or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit. In addition,  the Certificate  provides that if the General Corporation
Law of the State of Delaware is amended to authorize the further  elimination or
limitation of the  liability of  directors,  then the liability of a director of
the Corporation  shall be eliminated or limited to the fullest extent  permitted
by the General Corporation Law of the State of Delaware, as so amended.

    Article  V of the  Company's  Amended  and  Restated  By-laws  provides  for
indemnification   by  the  Company  of  its  directors,   officers  and  certain
non-officer  employees under certain  circumstances  against expenses (including
attorneys  fees,  judgments,   fines,  taxes,  penalties  and  amounts  paid  in
settlement)  reasonably incurred in connection with the defense or settlement of
any threatened,  pending or completed legal  proceeding in which any such person
is involved by reason of the fact that such person is or was a director, officer
or employee of the Company if such person acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
Company,  and, with respect to criminal  actions or proceedings,  if such person
had no reasonable cause to believe his or her conduct was unlawful.
<PAGE>
    The Amended and Restated  Stockholders'  Agreement,  filed as Exhibit 4.2 to
the Company's  registration  statement on Form S-1 (File No.  33-93290) filed on
June 8, 1995, as amended (the "Form S-1")  provides for  indemnification  by the
Company of its existing  principal  stockholders and the controlling  persons of
such  stockholders  (one of whom is a director of the Company)  against  certain
liabilities arising under the securities laws.

    Under Section 7 of the  Underwriting  Agreement  filed as Exhibit 1.1 to the
Form S-1, the underwriters of the Company's  initial public offering have agreed
to indemnify, under certain conditions,  the Company, its directors,  certain of
its  officers  and persons  who  control  the Company  within the meaning of the
Securities  Act of 1933,  as amended  (the  "Securities  Act")  against  certain
liabilities.

    Sheridan Healthcorp,  Inc. (the "Subsidiary"),  a wholly-owned subsidiary of
the Company, has entered into indemnification  agreements with certain directors
and  officers of the  Company  pursuant  to which the  Subsidiary  has agreed to
indemnify the indemnified  officers and directors  against  expenses  (including
attorneys'  fees,  judgments,  fines,  taxes,  penalties  and  amounts  paid  in
settlement)  reasonably  incurred in connection  with a certain  action  brought
against the Company and the  indemnified  directors  and officers in the Circuit
Court of Broward County, Florida in October, 1996.

    The Company  also  carries  directors'  and  officers'  liability  insurance
covering its directors and officers.

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

    Not applicable.


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

    The  following  is a complete  list of  exhibits  filed or  incorporated  by
reference as part of this registration statement.

Exhibits
--------

     4.1  Sheridan  Healthcare,  Inc. Third Amended and Restated  Certificate of
          Incorporation  (incorporated herein by reference to such exhibit filed
          as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the
          quarter ended September 30, 1995).

     4.2  Sheridan Healthcare,  Inc. Amended and Restated By-laws  (incorporated
          herein  by  reference  to such  exhibit  filed  as an  exhibit  to the
          Company's  Quarterly  Report  on  Form  10-Q  for  the  quarter  ended
          September 30, 1995).

     5.1  Opinion  of  Goodwin,  Procter  & Hoar LLP as to the  legality  of the
          securities being registered.

     23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).

     23.2 Consent of Arthur Andersen LLP, Independent Accountants.

     24.1 Powers  of  Attorney   (included  on  page  4  of  this   registration
          statement).


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;

                                       2
<PAGE>
               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and,

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall 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.

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

                                       3
<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 Hollywood, State of Florida, on August 8, 1997.

                                   SHERIDAN HEALTHCARE, INC.



                                      By:  /s/ Mitchell Eisenberg
                                           -------------------------------------
                                           Mitchell Eisenberg, M.D., Chairman,
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that we,  the  undersigned  officers  and
directors of Sheridan  Healthcare,  Inc. hereby  severally  constitute  Mitchell
Eisenberg,  M.D. and Jay A. Martus,  Esq., and each of them singly, our true and
lawful  attorneys with full power to them, and each of them singly,  to sign for
us  and  in our  names  in the  capacities  indicated  below,  the  registration
statement  filed  herewith  and  any  and all  amendments  to said  registration
statement,  and  generally  to do  all  such  things  in  our  names  and in our
capacities  as officers and  directors to enable  Sheridan  Healthcare,  Inc. to
comply with the provisions of the Securities Act of 1933 and all requirements of
the  Securities  and Exchange  Commission,  hereby  ratifying and confirming our
signatures as they may be signed by our said attorneys,  or any of them, to said
registration statement and any and all amendments thereto.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.




      SIGNATURE                CAPACITY                              DATE

                           
/s/ Mitchell Eisenberg     Chairman of the Board of Directors,    August 8, 1997
------------------------   President and Chief Executive Officer
Mitchell Eisenberg, M.D.   (Principal Executive Officer)       
                                          


/s/ Michael F. Schundler   Chief Operating Officer and Chief      August 8, 1997
-------------------------  Financial Officer (Principal Financial
Michael F. Schundler       Officer and Principal Accounting Officer)       
                                          

/s/ Lewis D. Gold          Executive Vice President-Business      August 8, 1997
-------------------------  Development and Director
Lewis D. Gold, M.D.        


-------------------------  Director                              August __, 1997
Robert W. Daly

/s/ Henry E. Golembesky
-------------------------  Director                               August 8, 1997
Henry E. Golembesky, M.D.

/s/ Neil A. Natkow
-------------------------  Director                               August 8, 1997
Neil A. Natkow, D. O.




                                       4
<PAGE>
                                  EXHIBIT INDEX


Exhibit No.              Description

   4.1         Sheridan Healthcare,  Inc. Third Amended and Restated Certificate
               of  Incorporation  (incorporated  herein  by  reference  to  such
               exhibit filed as an exhibit to the Company's  Quarterly Report on
               Form 10-Q for the quarter ended September 30, 1995).

   4.2         Sheridan   Healthcare,  Inc.   Amended   and   Restated   By-laws
               (incorporated  herein  by reference to such  exhibit  filed as an
               exhibit to the  Company's  Quarterly Report on Form 10-Q for  the
               quarter ended September 30, 1995).

   5.1         Opinion of Goodwin, Procter & Hoar LLP  as to the legality of the
               securities being registered.

   23.1        Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).

   23.2        Consent of Arthur Andersen LLP, Independent Accountants.

   24.1        Powers  of  Attorney  (included  on page 4 of  this  registration
               statement).


                                       5
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19368}]
{"company-data": {"conformed-name": "SHERIDAN HEALTHCARE INC", "cik": "0000946489", "assigned-sic": "8093", "irs-number": "043252967", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33209", "film-number": "97654423"}, "business-address": {"street1": "4651 SHERIDAN ST", "street2": "STE 400", "city": "HOLLYWOOD", "state": "FL", "zip": "33021", "phone": "3059875822"}, "mail-address": {"street1": "4651 SHERIDAN STREET", "street2": "SUITE 400", "city": "HOLLYWOOD", "state": "FL", "zip": "33021"}}
As filed with the Securities and Exchange Commission on August 8, 1997

                         REGISTRATION STATEMENT NO. 333-

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

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

                            SHERIDAN HEALTHCARE, INC.
             (Exact name of Registrant as specified in its charter)
        DELAWARE                                         04-3252967
 (State of incorporation)                (I.R.S. Employer Identification Number)

                         4651 SHERIDAN STREET, SUITE 400
                            HOLLYWOOD, FLORIDA 33021
                                 (954) 987-5822

(Address, including zip code, and telephone number, including area code,
               of Registrant's principal executive offices)

                            SHERIDAN HEALTHCARE, INC.
               SECOND AMENDED AND RESTATED 1995 STOCK OPTION PLAN
                            (Full Title of the Plan)

                            MITCHELL EISENBERG, M.D.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            SHERIDAN HEALTHCARE, INC.
                         4651 SHERIDAN STREET, SUITE 400
                            HOLLYWOOD, FLORIDA 33021
                                 (954) 987-5822

(Name, address, including zip code, and telephone number, including area code,
                          of agent for service)
                      ----------------------------

                                 With a copy to:
                              Kevin M. Dennis, Esq.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                      -----------------------------
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum      Proposed Maximum        Amount of
Title of Securities Being      Amount to be     Offering Price Per     Aggregate Offering     Registration
        Registered              Registered             Share                 Price                Fee
-----------------------------------------------------------------------------------------------------------
Common Stock, par value         1,350,000          $12.44(2)             $16,794,000.00         $5,090.00 
$.01 per share                  shares (1)
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     Sheridan  Healthcare,  Inc.  Second  Amended and Restated 1995 Stock Option
     Plan  in  the  event  of  a  stock   dividend,   stock   split,   split-up,
     recapitalization or other similar event.

(2)  This  estimate is based on the average of the high and low sales  prices on
     the Nasdaq National Market of the Common Stock of Sheridan Healthcare, Inc.
     on August 5, 1997  pursuant  to Rules 457(c)  and (h) under the  Securities
     Act  of  1933,  as  amended,   solely  for  purposes  of  determining   the
     registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
        -----------------------------------------------

     Sheridan Healthcare,  Inc. (the "Company") hereby incorporates by reference
the documents listed in (a) through (c) below,  which have previously been filed
with the Securities and Exchange Commission.

     (a)  The Company's Annual Report on Form 10-K, containing audited financial
          statements for the fiscal year ended December 31, 1996, filed with the
          Securities  and Exchange  Commission  pursuant to Section 13(a) of the
          Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), on
          March 31, 1997;

     (b)  All other  reports  filed since  December 31, 1996 pursuant to Section
          13(a) or 15(d) of the Exchange Act; and

     (c)  The  description  of  the  Company's  common  stock  contained  in its
          Registration  Statement  on Form 8-A,  filed with the  Securities  and
          Exchange  Commission on September 20, 1995, as amended,  under Section
          12 of the Exchange  Act and any  amendments  or reports  filed for the
          purpose of updating such description.

    In  addition,  all  documents  subsequently  filed with the  Securities  and
Exchange  Commission by the Company  pursuant to Sections  13(a),  13(c), 14 and
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
hereto which indicates that all securities  offered  hereunder 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.

Item 4. Description of Securities.
        -------------------------

    Not Applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

    Not Applicable.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

    In  accordance  with the General  Corporation  Law of the State of Delaware,
Article  VII  of  the  Company's  Third  Amended  and  Restated  Certificate  of
Incorporation, as amended (the "Certificate"),  provides that no director of the
Company  shall be  personally  liable to the  Company  or its  stockholders  for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or a knowing  violation  of law,  (iii) in  respect  of
certain unlawful dividend payments or stock redemptions or repurchases,  or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit. In addition,  the Certificate  provides that if the General Corporation
Law of the State of Delaware is amended to authorize the further  elimination or
limitation of the  liability of  directors,  then the liability of a director of
the Corporation  shall be eliminated or limited to the fullest extent  permitted
by the General Corporation Law of the State of Delaware, as so amended.

    Article  V of the  Company's  Amended  and  Restated  By-laws  provides  for
indemnification   by  the  Company  of  its  directors,   officers  and  certain
non-officer  employees under certain  circumstances  against expenses (including
attorneys  fees,  judgments,   fines,  taxes,  penalties  and  amounts  paid  in
settlement)  reasonably incurred in connection with the defense or settlement of
any threatened,  pending or completed legal  proceeding in which any such person
is involved by reason of the fact that such person is or was a director, officer
or employee of the Company if such person acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
Company,  and, with respect to criminal  actions or proceedings,  if such person
had no reasonable cause to believe his or her conduct was unlawful.
The Amended and Restated  Stockholders'  Agreement,  filed as Exhibit 4.2 to
the Company's  registration  statement on Form S-1 (File No.  33-93290) filed on
June 8, 1995, as amended (the "Form S-1")  provides for  indemnification  by the
Company of its existing  principal  stockholders and the controlling  persons of
such  stockholders  (one of whom is a director of the Company)  against  certain
liabilities arising under the securities laws.

    Under Section 7 of the  Underwriting  Agreement  filed as Exhibit 1.1 to the
Form S-1, the underwriters of the Company's  initial public offering have agreed
to indemnify, under certain conditions,  the Company, its directors,  certain of
its  officers  and persons  who  control  the Company  within the meaning of the
Securities  Act of 1933,  as amended  (the  "Securities  Act")  against  certain
liabilities.

    Sheridan Healthcorp,  Inc. (the "Subsidiary"),  a wholly-owned subsidiary of
the Company, has entered into indemnification  agreements with certain directors
and  officers of the  Company  pursuant  to which the  Subsidiary  has agreed to
indemnify the indemnified  officers and directors  against  expenses  (including
attorneys'  fees,  judgments,  fines,  taxes,  penalties  and  amounts  paid  in
settlement)  reasonably  incurred in connection  with a certain  action  brought
against the Company and the  indemnified  directors  and officers in the Circuit
Court of Broward County, Florida in October, 1996.

    The Company  also  carries  directors'  and  officers'  liability  insurance
covering its directors and officers.

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

    Not applicable.

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

    The  following  is a complete  list of  exhibits  filed or  incorporated  by
reference as part of this registration statement.

Exhibits
--------

     4.1  Sheridan  Healthcare,  Inc. Third Amended and Restated  Certificate of
          Incorporation  (incorporated herein by reference to such exhibit filed
          as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the
          quarter ended September 30, 1995).

     4.2  Sheridan Healthcare,  Inc. Amended and Restated By-laws  (incorporated
          herein  by  reference  to such  exhibit  filed  as an  exhibit  to the
          Company's  Quarterly  Report  on  Form  10-Q  for  the  quarter  ended
          September 30, 1995).

     5.1  Opinion  of  Goodwin,  Procter  & Hoar LLP as to the  legality  of the
          securities being registered.

     23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).

     23.2 Consent of Arthur Andersen LLP, Independent Accountants.

     24.1 Powers  of  Attorney   (included  on  page  4  of  this   registration
          statement).

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;

                                       2
(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; and,

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall 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.

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

                                       3
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 Hollywood, State of Florida, on August 8, 1997.

                                   SHERIDAN HEALTHCARE, INC.

                                      By:  /s/ Mitchell Eisenberg
                                           -------------------------------------
                                           Mitchell Eisenberg, M.D., Chairman,
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that we,  the  undersigned  officers  and
directors of Sheridan  Healthcare,  Inc. hereby  severally  constitute  Mitchell
Eisenberg,  M.D. and Jay A. Martus,  Esq., and each of them singly, our true and
lawful  attorneys with full power to them, and each of them singly,  to sign for
us  and  in our  names  in the  capacities  indicated  below,  the  registration
statement  filed  herewith  and  any  and all  amendments  to said  registration
statement,  and  generally  to do  all  such  things  in  our  names  and in our
capacities  as officers and  directors to enable  Sheridan  Healthcare,  Inc. to
comply with the provisions of the Securities Act of 1933 and all requirements of
the  Securities  and Exchange  Commission,  hereby  ratifying and confirming our
signatures as they may be signed by our said attorneys,  or any of them, to said
registration statement and any and all amendments thereto.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

      SIGNATURE                CAPACITY                              DATE

                           
/s/ Mitchell Eisenberg     Chairman of the Board of Directors,    August 8, 1997
------------------------   President and Chief Executive Officer
Mitchell Eisenberg, M.D.   (Principal Executive Officer)       
                                          

/s/ Michael F. Schundler   Chief Operating Officer and Chief      August 8, 1997
-------------------------  Financial Officer (Principal Financial
Michael F. Schundler       Officer and Principal Accounting Officer)       
                                          

/s/ Lewis D. Gold          Executive Vice President-Business      August 8, 1997
-------------------------  Development and Director
Lewis D. Gold, M.D.        

-------------------------  Director                              August __, 1997
Robert W. Daly

/s/ Henry E. Golembesky
-------------------------  Director                               August 8, 1997
Henry E. Golembesky, M.D.

/s/ Neil A. Natkow
-------------------------  Director                               August 8, 1997
Neil A. Natkow, D. O.

                                       4
EXHIBIT INDEX

Exhibit No.              Description

   4.1         Sheridan Healthcare,  Inc. Third Amended and Restated Certificate
               of  Incorporation  (incorporated  herein  by  reference  to  such
               exhibit filed as an exhibit to the Company's  Quarterly Report on
               Form 10-Q for the quarter ended September 30, 1995).

   4.2         Sheridan   Healthcare,  Inc.   Amended   and   Restated   By-laws
               (incorporated  herein  by reference to such  exhibit  filed as an
               exhibit to the  Company's  Quarterly Report on Form 10-Q for  the
               quarter ended September 30, 1995).

   5.1         Opinion of Goodwin, Procter & Hoar LLP  as to the legality of the
               securities being registered.

   23.1        Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).

   23.2        Consent of Arthur Andersen LLP, Independent Accountants.

   24.1        Powers  of  Attorney  (included  on page 4 of  this  registration
               statement).

                                       5