<PAGE>
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1997
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          CONCENTRA MANAGED CARE, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            04-3363415
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                                312 UNION WHARF
                          BOSTON, MASSACHUSETTS  02109
          (Address of principal executive offices, including zip code)
                              ____________________

         CONCENTRA MANAGED CARE, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
           CONCENTRA MANAGED CARE, INC. 1997 LONG TERM INCENTIVE PLAN
                            (Full title of the plan)

                                DONALD J. LARSON
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          CONCENTRA MANAGED CARE, INC.
                                312 UNION WHARF
                          BOSTON, MASSACHUSETTS 02109
                                 (617) 367-2163
           (Name, address and telephone number of agent for service)

                                    copy to:

                              RICHARD A. PARR II
                          EXECUTIVE VICE PRESIDENT AND
                                GENERAL COUNSEL
                          CONCENTRA MANAGED CARE, INC.
                          3010 LBJ FREEWAY, SUITE 400
                              DALLAS, TEXAS  75234
                                 (972) 484-2700

<TABLE> 
<CAPTION> 
                                            CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                            |                  |                            |      Proposed       |
     Title of securities    |  Amount to be    |      Proposed maximum      |  maximum aggregate  |     Amount of
      to be registered      |   registered     |  offering price per unit*  |   offering price*   |  registration fee
----------------------------|----------------  |----------------------------|---------------------|--------------------
<S>                         |<C>               |  <C>                       |  <C>                |  <C> 
Common Stock, $0.01 par     |                  |                            |                     |
value per share............ |4,300,000 shares  |        $ 32.18             |     $138,374,000    |    $41,932.00 
---------------------------------------------------------------------------------------------------------------------

*   Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the 
    Securities Act of 1933 and based on the average of the high and low sales prices of the Common Stock reported on 
    The Nasdaq National Market on September 18, 1997.
=====================================================================================================================
</TABLE> 
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          --------------------------------------- 

     The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by Concentra Managed Care, Inc., a Delaware
corporation (the "Registrant"), and are incorporated herein by reference and
made a part hereof:

     (a) The Registrant's Registration Statement on Form S-4 (File No. 333-
         27105) filed on July 31, 1997;

     (b) The Registrant's Current Report on Form 8-K filed on September 11,
         1997; and

     (c) The description of the Registrant's Common Stock, $0.01 par value per
         share, contained in Item 1 of the Registrant's Registration Statement
         on Form 8-A filed with the Commission pursuant to the Securities
         Exchange Act of 1934 (the "Exchange Act") on June 25, 1997 (File No.
         0-22751).

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates 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 or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.  Upon the written or oral request of any person to whom
a copy of this Registration Statement has been delivered, the Registrant will
provide without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such documents) that have been incorporated by reference into this
Registration Statement but not delivered herewith.  Requests for such documents
should be Concentra Managed Care, Inc., 3010 LBJ Freeway, Suite 400, Dallas,
Texas  75234, Attention: Secretary, telephone (972) 481-7507.

ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          ----------------------------------------- 

     Article Twelfth of the Amended and Restated Certificate of Incorporation of
the Registrant provides that the Registrant shall indemnify its officers and
directors to the maximum extent allowed by the Delaware General Corporation Law.
Pursuant to Section 145 of the Delaware General Corporation Law, the Registrant
generally has the power to indemnify its present and former directors and
officers against expenses and liabilities incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by reason of
their serving in those positions so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interest
of the Registrant, and with respect to any criminal action, so long as they had
no reasonable cause to believe their conduct was unlawful.  With respect to
suits by or in the right of the Registrant, however, indemnification is
generally limited to attorneys' fees and other expenses and is not available if
the person is adjudged to be liable to the Registrant, unless the court
determines that indemnification is appropriate.  The statute expressly provides
that the power to indemnify authorized thereby is not exclusive of any rights
granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.  The Registrant also has the power to purchase and
maintain insurance for its directors and officers.  Additionally, Article
Twelfth of the Amended and Restated Certificate of Incorporation provides 

                                      -2-
<PAGE>
 
that, in the event that an officer or director files suit against the Registrant
seeking indemnification of liabilities or expenses incurred, the burden will be
on the Registrant to prove that the indemnification would not be permitted under
the Delaware General Corporation Law.

     The preceding discussion of the Registrant's Amended and Restated
Certificate of Incorporation and Section 145 of the Delaware General Corporation
Law is not intended to be exhaustive and is qualified in its entirety by the
Certificate of Incorporation and Section 145 of the Delaware General Corporation
Law.

     The Registrant has entered into indemnity agreements with the Registrant's
directors and officers.  Pursuant to such agreements, the Registrant will, to
the extent permitted by applicable law, indemnify such persons against all
expenses, judgments, fines and penalties incurred in connection with the defense
or settlement of any actions brought against them by reason of the fact that
they were directors or officers of the Registrant or assumed certain
responsibilities at the direction of the Registrant.
 
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ----------------------------------- 

     Not applicable.

ITEM 8.   EXHIBITS.
          -------- 

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:

     4.1  --  Concentra Managed Care, Inc. 1997 Employee Stock Purchase Plan
              (filed as Exhibit No. 10.4 to the Registrant's Registration
              Statement on Form S-4, File No. 333-27105, and incorporated herein
              by reference)

     4.2  --  Concentra Managed Care, Inc. 1997 Long-Term Incentive Plan
 
     5.1  --  Opinion of Richard A. Parr II.
 
    23.1  --  Consent of Arthur Andersen LLP
 
    23.2  --  Consent of Arthur Andersen LLP
 
    23.3  --  Consent of Richard A. Parr II (included in his opinion filed 
              as Exhibit 5.1 hereto)

    24.1  --  Powers of Attorney (included in the signature pages hereto)

ITEM 9.   UNDERTAKINGS.
          ------------ 

     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; 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 (1)(i) and (1)(ii) do not apply if the
      information required to be 

                                      -3-
<PAGE>
 
      included in a post-effective amendment by those paragraphs is contained in
      periodic reports filed by the Registrant pursuant to Section 13 or Section
      15(d) of the Exchange Act that are incorporated by reference in this
      Registration Statement.

          (2) That, for the purposes 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.

          (4) 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 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.

          (5) 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.

                                      -4-
<PAGE>
 
                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts, on the 23rd day of September, 1997.

                                 CONCENTRA MANAGED CARE, INC.


                                 By: /s/ Richard A. Parr II
                                    --------------------------------------------
                                    Richard A. Parr II Executive Vice President,
                                    General Counsel and Secretary

   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.  Each person whose signature appears below authorizes and
appoints each of Richard A. Parr II and James M. Greenwood, and each of them
severally, acting alone and without the other, as his attorney-in-fact to
execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney-in-fact may deem appropriate.

<TABLE>
<CAPTION>
          Signature                            Capacity                         Date
          ---------                            --------                         ----        
<S>                             <C>                                      <C>
/s/ Donald J. Larson            President and Chief Executive Officer    September 23, 1997
------------------------------  (Principal Executive Officer); Director
    Donald J. Larson
 
/s/ Joseph F. Pesce             Executive Vice President Chief           September 23, 1997
------------------------------  Financial Officer and Treasurer
    Joseph F. Pesce             (Principal Financial Officer and
                                Accounting Officer)
 
/s/ John K. Carlyle             Chairman of the Board                    September 23, 1997
------------------------------  and Director
    John K. Carlyle
 
/s/ George H. Conrades          Director                                 September 23, 1997
------------------------------
    George H. Conrades
 
/s/ Robert W. O'Leary           Director                                 September 23, 1997
------------------------------
    Robert W. O'Leary
 
/s/ Robert A. Ortenzio          Director                                 September 23, 1997
------------------------------
    Robert A. Ortenzio
 
/s/ Paul B. Queally             Director                                 September 23, 1997
------------------------------
    Paul B. Queally
</TABLE> 
<PAGE>
 
<TABLE>
<CAPTION>
<S>                             <C>                                      <C>
/s/ Mitchell T. Rabkin, M.D.    Director                                 September 23, 1997
------------------------------
    Mitchell T. Rabkin, M.D.
 
/s/ Lois E. Silverman           Director                                 September 23, 1997
------------------------------
    Lois E. Silverman
</TABLE>
<PAGE>
 
                                 EXHIBIT INDEX



     Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:

Exhibit                  Description of Exhibit
-------                  ----------------------

     4.1  --  Concentra Managed Care, Inc. 1997 Employee Stock Purchase Plan
              (filed as Exhibit No. 10.4 to the Registrant's Registration
              Statement on Form S-4, File No. 333-27105, and incorporated herein
              by reference)

     4.2  --  Concentra Managed Care, Inc. 1997 Long-Term Incentive Plan
 
     5.1  --  Opinion of Richard A. Parr II.
 
    23.1  --  Consent of Arthur Andersen LLP
 
    23.2  --  Consent of Arthur Andersen LLP
 
    23.3  --  Consent of Richard A. Parr II (included in his opinion filed 
              as Exhibit 5.1 hereto)

    24.1  --  Powers of Attorney (included in the signature pages hereto)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18360}]
{"company-data": {"conformed-name": "CONCENTRA MANAGED CARE INC", "cik": "0001038528", "assigned-sic": "8093", "irs-number": "043363415", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36427", "film-number": "97685756"}, "business-address": {"street1": "312 UNION WHARF", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6173672163"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1997
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          CONCENTRA MANAGED CARE, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            04-3363415
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                                312 UNION WHARF
                          BOSTON, MASSACHUSETTS  02109
          (Address of principal executive offices, including zip code)
                              ____________________

         CONCENTRA MANAGED CARE, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
           CONCENTRA MANAGED CARE, INC. 1997 LONG TERM INCENTIVE PLAN
                            (Full title of the plan)

                                DONALD J. LARSON
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          CONCENTRA MANAGED CARE, INC.
                                312 UNION WHARF
                          BOSTON, MASSACHUSETTS 02109
                                 (617) 367-2163
           (Name, address and telephone number of agent for service)

                                    copy to:

                              RICHARD A. PARR II
                          EXECUTIVE VICE PRESIDENT AND
                                GENERAL COUNSEL
                          CONCENTRA MANAGED CARE, INC.
                          3010 LBJ FREEWAY, SUITE 400
                              DALLAS, TEXAS  75234
                                 (972) 484-2700
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                            |                  |                            |      Proposed       |
     Title of securities    |  Amount to be    |      Proposed maximum      |  maximum aggregate  |     Amount of
      to be registered      |   registered     |  offering price per unit*  |   offering price*   |  registration fee
----------------------------|----------------  |----------------------------|---------------------|--------------------
|
|
|
|
Common Stock, $0.01 par     |                  |                            |                     |
value per share............ |4,300,000 shares  |        $ 32.18             |     $138,374,000    |    $41,932.00 
---------------------------------------------------------------------------------------------------------------------

*   Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the 
    Securities Act of 1933 and based on the average of the high and low sales prices of the Common Stock reported on 
    The Nasdaq National Market on September 18, 1997.
=====================================================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          --------------------------------------- 

     The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by Concentra Managed Care, Inc., a Delaware
corporation (the "Registrant"), and are incorporated herein by reference and
made a part hereof:

     (a) The Registrant's Registration Statement on Form S-4 (File No. 333-
         27105) filed on July 31, 1997;

     (b) The Registrant's Current Report on Form 8-K filed on September 11,
         1997; and

     (c) The description of the Registrant's Common Stock, $0.01 par value per
         share, contained in Item 1 of the Registrant's Registration Statement
         on Form 8-A filed with the Commission pursuant to the Securities
         Exchange Act of 1934 (the "Exchange Act") on June 25, 1997 (File No.
         0-22751).

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates 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 or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.  Upon the written or oral request of any person to whom
a copy of this Registration Statement has been delivered, the Registrant will
provide without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such documents) that have been incorporated by reference into this
Registration Statement but not delivered herewith.  Requests for such documents
should be Concentra Managed Care, Inc., 3010 LBJ Freeway, Suite 400, Dallas,
Texas  75234, Attention: Secretary, telephone (972) 481-7507.

ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          ----------------------------------------- 

     Article Twelfth of the Amended and Restated Certificate of Incorporation of
the Registrant provides that the Registrant shall indemnify its officers and
directors to the maximum extent allowed by the Delaware General Corporation Law.
Pursuant to Section 145 of the Delaware General Corporation Law, the Registrant
generally has the power to indemnify its present and former directors and
officers against expenses and liabilities incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by reason of
their serving in those positions so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interest
of the Registrant, and with respect to any criminal action, so long as they had
no reasonable cause to believe their conduct was unlawful.  With respect to
suits by or in the right of the Registrant, however, indemnification is
generally limited to attorneys' fees and other expenses and is not available if
the person is adjudged to be liable to the Registrant, unless the court
determines that indemnification is appropriate.  The statute expressly provides
that the power to indemnify authorized thereby is not exclusive of any rights
granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.  The Registrant also has the power to purchase and
maintain insurance for its directors and officers.  Additionally, Article
Twelfth of the Amended and Restated Certificate of Incorporation provides 

                                      -2-
that, in the event that an officer or director files suit against the Registrant
seeking indemnification of liabilities or expenses incurred, the burden will be
on the Registrant to prove that the indemnification would not be permitted under
the Delaware General Corporation Law.

     The preceding discussion of the Registrant's Amended and Restated
Certificate of Incorporation and Section 145 of the Delaware General Corporation
Law is not intended to be exhaustive and is qualified in its entirety by the
Certificate of Incorporation and Section 145 of the Delaware General Corporation
Law.

     The Registrant has entered into indemnity agreements with the Registrant's
directors and officers.  Pursuant to such agreements, the Registrant will, to
the extent permitted by applicable law, indemnify such persons against all
expenses, judgments, fines and penalties incurred in connection with the defense
or settlement of any actions brought against them by reason of the fact that
they were directors or officers of the Registrant or assumed certain
responsibilities at the direction of the Registrant.
 
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ----------------------------------- 

     Not applicable.

ITEM 8.   EXHIBITS.
          -------- 

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:

     4.1  --  Concentra Managed Care, Inc. 1997 Employee Stock Purchase Plan
              (filed as Exhibit No. 10.4 to the Registrant's Registration
              Statement on Form S-4, File No. 333-27105, and incorporated herein
              by reference)

     4.2  --  Concentra Managed Care, Inc. 1997 Long-Term Incentive Plan
 
     5.1  --  Opinion of Richard A. Parr II.
 
    23.1  --  Consent of Arthur Andersen LLP
 
    23.2  --  Consent of Arthur Andersen LLP
 
    23.3  --  Consent of Richard A. Parr II (included in his opinion filed 
              as Exhibit 5.1 hereto)

    24.1  --  Powers of Attorney (included in the signature pages hereto)

ITEM 9.   UNDERTAKINGS.
          ------------ 

     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; 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 (1)(i) and (1)(ii) do not apply if the
      information required to be 

                                      -3-
included in a post-effective amendment by those paragraphs is contained in
      periodic reports filed by the Registrant pursuant to Section 13 or Section
      15(d) of the Exchange Act that are incorporated by reference in this
      Registration Statement.

          (2) That, for the purposes 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.

          (4) 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 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.

          (5) 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.

                                      -4-
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts, on the 23rd day of September, 1997.

                                 CONCENTRA MANAGED CARE, INC.

                                 By: /s/ Richard A. Parr II
                                    --------------------------------------------
                                    Richard A. Parr II Executive Vice President,
                                    General Counsel and Secretary

   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.  Each person whose signature appears below authorizes and
appoints each of Richard A. Parr II and James M. Greenwood, and each of them
severally, acting alone and without the other, as his attorney-in-fact to
execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney-in-fact may deem appropriate.
Signature                            Capacity                         Date
          ---------                            --------                         ----
/s/ Donald J. Larson            President and Chief Executive Officer    September 23, 1997
------------------------------  (Principal Executive Officer); Director
    Donald J. Larson
 
/s/ Joseph F. Pesce             Executive Vice President Chief           September 23, 1997
------------------------------  Financial Officer and Treasurer
    Joseph F. Pesce             (Principal Financial Officer and
                                Accounting Officer)
 
/s/ John K. Carlyle             Chairman of the Board                    September 23, 1997
------------------------------  and Director
    John K. Carlyle
 
/s/ George H. Conrades          Director                                 September 23, 1997
------------------------------
    George H. Conrades
 
/s/ Robert W. O'Leary           Director                                 September 23, 1997
------------------------------
    Robert W. O'Leary
 
/s/ Robert A. Ortenzio          Director                                 September 23, 1997
------------------------------
    Robert A. Ortenzio
 
/s/ Paul B. Queally             Director                                 September 23, 1997
------------------------------
    Paul B. Queally
/s/ Mitchell T. Rabkin, M.D.    Director                                 September 23, 1997
------------------------------
    Mitchell T. Rabkin, M.D.
 
/s/ Lois E. Silverman           Director                                 September 23, 1997
------------------------------
    Lois E. Silverman
EXHIBIT INDEX

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:

Exhibit                  Description of Exhibit
-------                  ----------------------

     4.1  --  Concentra Managed Care, Inc. 1997 Employee Stock Purchase Plan
              (filed as Exhibit No. 10.4 to the Registrant's Registration
              Statement on Form S-4, File No. 333-27105, and incorporated herein
              by reference)

     4.2  --  Concentra Managed Care, Inc. 1997 Long-Term Incentive Plan
 
     5.1  --  Opinion of Richard A. Parr II.
 
    23.1  --  Consent of Arthur Andersen LLP
 
    23.2  --  Consent of Arthur Andersen LLP
 
    23.3  --  Consent of Richard A. Parr II (included in his opinion filed 
              as Exhibit 5.1 hereto)

    24.1  --  Powers of Attorney (included in the signature pages hereto)