As filed with the  Securities  and Exchange  Commission on
April 1, 1998.
                                        Registration Statement No. 33-__________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         MAGELLAN HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                                58-1076937

(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                              identification no.)


                      3414 Peachtree Road, N.E., Suite 1400
                                Atlanta, GA 30326
                    (Address of principal executive offices)
                                   (Zip Code)

              MAGELLAN HEALTH SERVICES, INC. 1997 STOCK OPTION PLAN
                            (Full title of the plans)


                                 DAVID J. HANSEN
                       Vice President and General Counsel
                         Magellan Health Services, Inc.
                      3414 Peachtree Road, N.E., Suite 1400
                                Atlanta, GA 30326
                     (Name and address of agent for service)

                                 (404) 841-9200
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                                HOWARD A. MCLURE
                      Senior Vice President and Controller
                         Magellan Health Services, Inc.
                      3414 Peachtree Road, N.E., Suite 1400
                                Atlanta, GA 30326

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


                         CALCULATION OF REGISTRATION FEE
                                 (See next page)
              -----------------------------------------------------




<PAGE>



(Continued from previous page)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------


                                     Proposed      Proposed      
 Title of                            maximum       maximum
securities           Amount          offering      aggregate        Amount of
   to be              to be           price        offering         registration
registered          registered     per share (1)   price (2)           fee
-----------         ----------     -------------   -------------    ------------


Common Stock,       1,500,000         $25.49       $38,230,167.73   $11,277.90
par value
$0.25 per share

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


(1)      In addition, pursuant to Rule 416 (a), this Registration Statement also
         covers an indeterminate number of additional shares that may be offered
         and issued in  accordance  with the terms of the 1997 Stock Option Plan
         to prevent  dilution  from stock splits and stock  dividends on similar
         transactions.

(2)      Shares of Common Stock being  registered with respect to the 1997 Stock
         Option  Plan  consist of  1,171,133  shares  having a weighted  average
         exercise  price of $25.72  per share and  328,867  shares for which the
         offering price is not known. Pursuant to Rule 457(h)(1),  the aggregate
         offering  price of the 328,867  shares for which the offering  price is
         not known has been  calculated  pursuant to Rule 457(c) on the basis of
         the average of the high and low sales prices of the Common Stock on the
         New York Stock Exchange on March 25, 1998.




<PAGE>



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously filed by Magellan Health Services,
Inc. (the "Registrant")  with the Securities and Exchange  Commission hereby are
incorporated by reference into this Registration Statement:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          September 30, 1997;

     (b)  The  Registrant's  Quarterly  Report  on Form  10-Q for the  quarterly
          period ended December 31, 1997;

     (c)  The Registrant's  Current Reports on Form 8-K, dated December 17, 1997
          and February 27, 1998;

     (d)  The  Registrant's  Proxy Statement on Schedule 14A filed on January 9,
          1998;

     (e)  All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
          of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
          Act") since September 30, 1996; and

     (f)  The description of the Registrant's  Common Stock, par value $0.25 per
          share,  contained in the Registrant's  registration  statement on Form
          8-A,  effective on December 27, 1996 under the Exchange Act, including
          any  amendment  or  report  filed for the  purpose  of  updating  such
          description.

         All documents  filed by the  Registrant  subsequent to the date of this
Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Exchange  Act and  prior  to the  filing  of a  post-effective  amendment  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.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant is a Delaware  corporation.  Section 145 of the Delaware
General  Corporation Law (the "DGCL")  provides that a Delaware  corporation has
the power to indemnify its officers and directors in certain circumstances.

         Subsection  (a) of Section 145 of the DGCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  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  corporation)  by
reason  of  his  service  as  director,   officer,  employee  or  agent  of  the
corporation,  or his  service,  at the  corporation's  request,  as a  director,
officer,  employee  or agent  of  another  corporation  or  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding  provided that such director or officer acted in good faith and in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the corporation, and, with respect to any

                                        1

<PAGE>



criminal  action or  proceeding,  provided  that such director or officer had no
reasonable cause to believe his conduct was unlawful.

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

         Section 145 further  provides that, to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding referred to in subsections (a) or (b) or in the defense of any claim,
issue or matter therein,  he shall be indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith;  provided that indemnification provided for by Section 145 or granted
pursuant  thereto shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled;  and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any  liability  asserted  against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation  would have the
power to indemnify him against such liabilities under Section 145.

         Article VII of the Bylaws of the Registrant  provides in substance that
the Registrant shall indemnify  directors and officers against all liability and
related  expenses  incurred in connection with the affairs of the Registrant if:
(a),  in the  case of  actions  not by or in the  right of the  Registrant,  the
director or officer acted in good faith and in a manner he  reasonably  believed
to be in or not  opposed  to the best  interests  of the  Registrant,  and (with
respect to a criminal proceeding) had no reasonable cause to believe his conduct
was  unlawful;  and  (b),  in the  case of  actions  by or in the  right  of the
Registrant,  the  director  or  officer  acted in good  faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Registrant,  provided  that no  indemnification  shall be made for a claim as to
which the director or officer is adjudged  liable for  negligence  or misconduct
unless (and only to the extent that) an appropriate  court  determines  that, in
view of all the circumstances,  such person is fairly and reasonably entitled to
indemnity.

         In  addition,   Section   102(b)(7)   of  the  DGCL  permits   Delaware
corporations  to include a  provision  in their  certificates  of  incorporation
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided  that  such  provisions  shall  not  eliminate  or limit the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or that  involve  intentional  misconduct  or a knowing  violation of law,
(iii) for unlawful payment of dividends or other unlawful distributions, or (iv)
for any  transactions  from  which the  director  derived an  improper  personal
benefit.   Article  Twelfth  of  the   Registrant's   Restated   Certificate  of
Incorporation contains such a provision.

         The Registrant  maintains  Directors' and Officers' liability insurance
with various insurance providers in the aggregate amount of $80,000,000.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.




                                        2

<PAGE>





Item 8.  Exhibits.

 Exhibit                             Description
 -------  ----------------------------------------------------------------------

     4.1  Restated  Certificate of Incorporation of the Registrant,  as filed in
          Delaware on October 16,  1992,  which was filed as Exhibit 3(a) to the
          Registrant's  Annual Report on Form 10-K for the year ended  September
          30, 1992, and is incorporated herein by reference.

     4.2  Certificate of Ownership and Merger merging  Magellan Health Services,
          Inc. (a Delaware  corporation)  into Charter  Medical  Corporation  (a
          Delaware  corporation),  as filed in Delaware on  December  21,  1995,
          which was filed as Exhibit 3(c) to the  Registrant's  Annual Report on
          Form 10-K for the year ended  September 30, 1995, and is  incorporated
          herein by reference.

     4.3  Form of Share  Purchase  Rights  Plan among the  Registrant  and First
          Union  National  Bank of North  Carolina,  N.A.,  which  was  filed as
          Exhibit 2.5 to the  Registrant's  Registration  Statement  on Form 8-A
          dated July 6, 1992, and is incorporated herein by reference.

     4.4  Stockholders'  Agreement,  dated December 13, 1995, among Green Spring
          Health Services, Inc., Blue Cross and Blue Shield of New Jersey, Inc.,
          Health Care  Service  Corporation,  Independence  Blue  Cross,  Pierce
          County Medical  Bureau,  Inc. and the  Registrant,  which was filed as
          Exhibit 4(d) to the Registrant's Quarterly Report on Form 10-Q for the
          quarterly  period ended December 31, 1995, and is incorporated  herein
          by reference.

     4.5  First Amendment to  Stockholder's  Agreement,  dated February 28, 1997
          among Green Spring Health  Services,  Inc., Blue Cross and Blue Shield
          of New Jersey, Inc., Healthcare Service Corporation, Independence Blue
          Cross, Pierce County Medical Bureau,  Inc. and the Company,  which was
          filed as Exhibit 4(af) to the Company's Annual Report on Form 10-K for
          the year ended  September  30,  1997,  and is  incorporated  herein by
          reference.

     4.6  Exchange Agreement, dated December 13, 1995, among Blue Cross and Blue
          Shield  of  New  Jersey,   Inc.,  Health  Care  Service   Corporation,
          Independence  Blue Cross,  Pierce County Medical Bureau,  Inc. and the
          Registrant,  which  was  filed  as  Exhibit  4(e) to the  Registrant's
          Quarterly  Report on Form 10-Q for the quarterly period ended December
          31, 1995, and is incorporated herein by reference.

     4.7  Stock and Warrant Purchase Agreement, dated December 22, 1995, between
          the  Registrant and Richard E.  Rainwater,  which was filed as Exhibit
          4(f)  to the  Registrant's  quarterly  report  on  Form  10-Q  for the
          quarterly  period ended December 31, 1995, and is incorporated  herein
          by reference.

     4.8  Amendment No. 1 to Stock and Warrant Purchase Agreement, dated January
          25, 1996,  between the  Registrant  and  Rainwater-Magellan  Holdings,
          L.P., which was filed as Exhibit 4.7 to the Registrant's  Registration
          Statement on Form S-3 dated February 26, 1996, and incorporated herein
          by reference.




                                        3

<PAGE>



     4.9  Warrant  Purchase  Agreement,  dated  January  29,  1997,  between the
          Company and Crescent Real Estate Equities  Limited  Partnership  which
          was filed as Exhibit 4(a) to the Company's current report on Form 8-K,
          which was  filed on April  23,  1997,  and is  incorporated  herein by
          reference.

     4.10 Amendment  No.  1,  dated  June  17,  1997,  to the  Warrant  Purchase
          Agreement,  dated  January 29, 1997,  between the Company and Crescent
          Real Estate Equities Limited  Partnership,  which was filed as Exhibit
          4(b) to the Company's  current  report on Form 8-K, which was filed on
          June 30, 1997, and is incorporated herein by reference.

     5.1  Opinion  of David J.  Hansen  as to the  legality  of shares of Common
          Stock being registered.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of David J. Hansen (contained in opinion filed as Exhibit 5).

     99.1 1997 Stock Option Plan of the  Registrant,  which was filed as Exhibit
          10(i)  to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
          quarterly  period ended June 30, 1997, and is  incorporated  herein by
          reference.

         Experts

         The audited consolidated  financial statements and schedule of Magellan
Health Services, Inc. and subsidiaries included in the Magellan Annual Report on
Form 10-K for the year ended  September  30, 1997  incorporated  by reference in
this   Registration   Statement  have  been  audited  by  Arthur  Andersen  LLP,
independent  public  accountants,  as stated in their  report  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

         Future  consolidated  financial  statements  and  schedules of Magellan
Health  Services,  Inc.  and  subsidiaries  and the  reports  thereon  of Arthur
Andersen  LLP  also  will be  incorporated  by  reference  in this  Registration
Statement in reliance upon the authority of that firm as experts in giving those
reports to the extent  said firm has  audited  those  financial  statements  and
consented to the use of their reports thereon.

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 of 1933;

                  (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;



                                        4

<PAGE>



                            provided,  however,  that paragraphs  (a)(1)(i) and
                            (a) (1) (ii)  do  not  apply  if  the   Registration
                            Statement  is on  Form  S-3  or  Form  S-8, and  the
                            information    required   to   be   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  Securities  Exchange  Act of 1934  that are
                            incorporated  by   reference   in  the  Registration
                            Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  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 of 1933, each filing of
     the  Registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) 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
     of 1933 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 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 Act and will be  governed by the final
     adjudication of such issue.



                                        5

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities Act of 1933,  Magellan
Health Services,  Inc.  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 Atlanta,  State of Georgia,  on the 31st day of
March, 1998.




                                            MAGELLAN HEALTH SERVICES, INC.



                                            By:/s/ Howard A. McLure
                                            ------------------------------------
                                            Howard A. McLure
                                            Senior Vice President and Controller
                                            (Principal Accounting Officer)


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed by the  following  persons on March 31,
1998 in the capacities and on the date indicated.





/s/ Henry T. Harbin                                   Date:    March 31, 1998
-------------------------------------                 -----------------------
Henry T. Harbin
President and Chief Executive Officer
(Principal Executive Officer)



/s/ Craig L. McKnight                                 Date:    March 31, 1998
-------------------------------------                 -----------------------
Craig L. McKnight
Executive Vice President and
 Chief Financial Officer
(Principal Financial Officer)





                                        6

<PAGE>



/s/ Howard A. McLure                                Date:    March 31, 1998
------------------------------------                -----------------------
Howard A. McLure
Senior Vice President and Controller
(Principal Accounting Officer)


/s/ Edwin M. Banks                                  Date:    March 31, 1998
--------------------------------------              -----------------------
Edwin M. Banks
Director


/s/ G. Fred DiBona, Jr.                             Date:    March 31, 1998
--------------------------------------              -----------------------
G. Fred DiBona, Jr.
Director


/s/ Andre C. Dimitriadis                            Date:    March 31, 1998
--------------------------------------              -----------------------
Andre C. Dimitriadis
Director


/s/ A.D. Frazier, Jr.                               Date:    March 31, 1998
--------------------------------------              -----------------------
A. D. Frazier, Jr.
Director


/s/ Raymond H. Kiefer                               Date:    March 31, 1998
--------------------------------------              -----------------------
 Raymond H. Kiefer
Director


/s/ Gerald L. McManis                               Date:    March 31, 1998
--------------------------------------              -----------------------
Gerald L. McManis
Director


--------------------------------------              Date:
Daniel S. Messina                                   -----------------------
Director


/s/ Robert W. Miller                                Date:    March 31, 1998
--------------------------------------              -----------------------
Robert W. Miller
Chairman of the Board of Directors


/s/ Darla D. Moore                                  Date:    March 31, 1998
--------------------------------------              -----------------------
Darla D. Moore
Director




                                        7

<PAGE>


/s/ Jeffrey A. Sonnenfeld                            Date:    March 31, 1998
--------------------------------------               -----------------------
Jeffrey A. Sonnenfeld
Director





                                       8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 26545}]
{"company-data": {"conformed-name": "MAGELLAN HEALTH SERVICES INC", "cik": "0000019411", "assigned-sic": "8060", "irs-number": "581076937", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49149", "film-number": "98585843"}, "business-address": {"street1": "3414 PEACHTREE RD N E", "street2": "STE 1400", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "9127421161"}, "former-company": {"former-conformed-name": "CHARTER MEDICAL CORP", "date-changed": "19920703"}}
As filed with the  Securities  and Exchange  Commission on
April 1, 1998.
                                        Registration Statement No. 33-__________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         MAGELLAN HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                                58-1076937

(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                              identification no.)

                      3414 Peachtree Road, N.E., Suite 1400
                                Atlanta, GA 30326
                    (Address of principal executive offices)
                                   (Zip Code)

              MAGELLAN HEALTH SERVICES, INC. 1997 STOCK OPTION PLAN
                            (Full title of the plans)

                                 DAVID J. HANSEN
                       Vice President and General Counsel
                         Magellan Health Services, Inc.
                      3414 Peachtree Road, N.E., Suite 1400
                                Atlanta, GA 30326
                     (Name and address of agent for service)

                                 (404) 841-9200
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                                HOWARD A. MCLURE
                      Senior Vice President and Controller
                         Magellan Health Services, Inc.
                      3414 Peachtree Road, N.E., Suite 1400
                                Atlanta, GA 30326

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

                         CALCULATION OF REGISTRATION FEE
                                 (See next page)
              -----------------------------------------------------
(Continued from previous page)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

                                     Proposed      Proposed      
 Title of                            maximum       maximum
securities           Amount          offering      aggregate        Amount of
   to be              to be           price        offering         registration
registered          registered     per share (1)   price (2)           fee
-----------         ----------     -------------   -------------    ------------

Common Stock,       1,500,000         $25.49       $38,230,167.73   $11,277.90
par value
$0.25 per share

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

(1)      In addition, pursuant to Rule 416 (a), this Registration Statement also
         covers an indeterminate number of additional shares that may be offered
         and issued in  accordance  with the terms of the 1997 Stock Option Plan
         to prevent  dilution  from stock splits and stock  dividends on similar
         transactions.

(2)      Shares of Common Stock being  registered with respect to the 1997 Stock
         Option  Plan  consist of  1,171,133  shares  having a weighted  average
         exercise  price of $25.72  per share and  328,867  shares for which the
         offering price is not known. Pursuant to Rule 457(h)(1),  the aggregate
         offering  price of the 328,867  shares for which the offering  price is
         not known has been  calculated  pursuant to Rule 457(c) on the basis of
         the average of the high and low sales prices of the Common Stock on the
         New York Stock Exchange on March 25, 1998.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously filed by Magellan Health Services,
Inc. (the "Registrant")  with the Securities and Exchange  Commission hereby are
incorporated by reference into this Registration Statement:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          September 30, 1997;

     (b)  The  Registrant's  Quarterly  Report  on Form  10-Q for the  quarterly
          period ended December 31, 1997;

     (c)  The Registrant's  Current Reports on Form 8-K, dated December 17, 1997
          and February 27, 1998;

     (d)  The  Registrant's  Proxy Statement on Schedule 14A filed on January 9,
          1998;

     (e)  All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
          of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
          Act") since September 30, 1996; and

     (f)  The description of the Registrant's  Common Stock, par value $0.25 per
          share,  contained in the Registrant's  registration  statement on Form
          8-A,  effective on December 27, 1996 under the Exchange Act, including
          any  amendment  or  report  filed for the  purpose  of  updating  such
          description.

         All documents  filed by the  Registrant  subsequent to the date of this
Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Exchange  Act and  prior  to the  filing  of a  post-effective  amendment  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.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant is a Delaware  corporation.  Section 145 of the Delaware
General  Corporation Law (the "DGCL")  provides that a Delaware  corporation has
the power to indemnify its officers and directors in certain circumstances.

         Subsection  (a) of Section 145 of the DGCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  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  corporation)  by
reason  of  his  service  as  director,   officer,  employee  or  agent  of  the
corporation,  or his  service,  at the  corporation's  request,  as a  director,
officer,  employee  or agent  of  another  corporation  or  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding  provided that such director or officer acted in good faith and in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the corporation, and, with respect to any

                                        1
criminal  action or  proceeding,  provided  that such director or officer had no
reasonable cause to believe his conduct was unlawful.

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

         Section 145 further  provides that, to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding referred to in subsections (a) or (b) or in the defense of any claim,
issue or matter therein,  he shall be indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith;  provided that indemnification provided for by Section 145 or granted
pursuant  thereto shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled;  and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any  liability  asserted  against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation  would have the
power to indemnify him against such liabilities under Section 145.

         Article VII of the Bylaws of the Registrant  provides in substance that
the Registrant shall indemnify  directors and officers against all liability and
related  expenses  incurred in connection with the affairs of the Registrant if:
(a),  in the  case of  actions  not by or in the  right of the  Registrant,  the
director or officer acted in good faith and in a manner he  reasonably  believed
to be in or not  opposed  to the best  interests  of the  Registrant,  and (with
respect to a criminal proceeding) had no reasonable cause to believe his conduct
was  unlawful;  and  (b),  in the  case of  actions  by or in the  right  of the
Registrant,  the  director  or  officer  acted in good  faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Registrant,  provided  that no  indemnification  shall be made for a claim as to
which the director or officer is adjudged  liable for  negligence  or misconduct
unless (and only to the extent that) an appropriate  court  determines  that, in
view of all the circumstances,  such person is fairly and reasonably entitled to
indemnity.

         In  addition,   Section   102(b)(7)   of  the  DGCL  permits   Delaware
corporations  to include a  provision  in their  certificates  of  incorporation
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided  that  such  provisions  shall  not  eliminate  or limit the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or that  involve  intentional  misconduct  or a knowing  violation of law,
(iii) for unlawful payment of dividends or other unlawful distributions, or (iv)
for any  transactions  from  which the  director  derived an  improper  personal
benefit.   Article  Twelfth  of  the   Registrant's   Restated   Certificate  of
Incorporation contains such a provision.

         The Registrant  maintains  Directors' and Officers' liability insurance
with various insurance providers in the aggregate amount of $80,000,000.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

                                        2
Item 8.  Exhibits.

 Exhibit                             Description
 -------  ----------------------------------------------------------------------

     4.1  Restated  Certificate of Incorporation of the Registrant,  as filed in
          Delaware on October 16,  1992,  which was filed as Exhibit 3(a) to the
          Registrant's  Annual Report on Form 10-K for the year ended  September
          30, 1992, and is incorporated herein by reference.

     4.2  Certificate of Ownership and Merger merging  Magellan Health Services,
          Inc. (a Delaware  corporation)  into Charter  Medical  Corporation  (a
          Delaware  corporation),  as filed in Delaware on  December  21,  1995,
          which was filed as Exhibit 3(c) to the  Registrant's  Annual Report on
          Form 10-K for the year ended  September 30, 1995, and is  incorporated
          herein by reference.

     4.3  Form of Share  Purchase  Rights  Plan among the  Registrant  and First
          Union  National  Bank of North  Carolina,  N.A.,  which  was  filed as
          Exhibit 2.5 to the  Registrant's  Registration  Statement  on Form 8-A
          dated July 6, 1992, and is incorporated herein by reference.

     4.4  Stockholders'  Agreement,  dated December 13, 1995, among Green Spring
          Health Services, Inc., Blue Cross and Blue Shield of New Jersey, Inc.,
          Health Care  Service  Corporation,  Independence  Blue  Cross,  Pierce
          County Medical  Bureau,  Inc. and the  Registrant,  which was filed as
          Exhibit 4(d) to the Registrant's Quarterly Report on Form 10-Q for the
          quarterly  period ended December 31, 1995, and is incorporated  herein
          by reference.

     4.5  First Amendment to  Stockholder's  Agreement,  dated February 28, 1997
          among Green Spring Health  Services,  Inc., Blue Cross and Blue Shield
          of New Jersey, Inc., Healthcare Service Corporation, Independence Blue
          Cross, Pierce County Medical Bureau,  Inc. and the Company,  which was
          filed as Exhibit 4(af) to the Company's Annual Report on Form 10-K for
          the year ended  September  30,  1997,  and is  incorporated  herein by
          reference.

     4.6  Exchange Agreement, dated December 13, 1995, among Blue Cross and Blue
          Shield  of  New  Jersey,   Inc.,  Health  Care  Service   Corporation,
          Independence  Blue Cross,  Pierce County Medical Bureau,  Inc. and the
          Registrant,  which  was  filed  as  Exhibit  4(e) to the  Registrant's
          Quarterly  Report on Form 10-Q for the quarterly period ended December
          31, 1995, and is incorporated herein by reference.

     4.7  Stock and Warrant Purchase Agreement, dated December 22, 1995, between
          the  Registrant and Richard E.  Rainwater,  which was filed as Exhibit
          4(f)  to the  Registrant's  quarterly  report  on  Form  10-Q  for the
          quarterly  period ended December 31, 1995, and is incorporated  herein
          by reference.

     4.8  Amendment No. 1 to Stock and Warrant Purchase Agreement, dated January
          25, 1996,  between the  Registrant  and  Rainwater-Magellan  Holdings,
          L.P., which was filed as Exhibit 4.7 to the Registrant's  Registration
          Statement on Form S-3 dated February 26, 1996, and incorporated herein
          by reference.

                                        3
4.9  Warrant  Purchase  Agreement,  dated  January  29,  1997,  between the
          Company and Crescent Real Estate Equities  Limited  Partnership  which
          was filed as Exhibit 4(a) to the Company's current report on Form 8-K,
          which was  filed on April  23,  1997,  and is  incorporated  herein by
          reference.

     4.10 Amendment  No.  1,  dated  June  17,  1997,  to the  Warrant  Purchase
          Agreement,  dated  January 29, 1997,  between the Company and Crescent
          Real Estate Equities Limited  Partnership,  which was filed as Exhibit
          4(b) to the Company's  current  report on Form 8-K, which was filed on
          June 30, 1997, and is incorporated herein by reference.

     5.1  Opinion  of David J.  Hansen  as to the  legality  of shares of Common
          Stock being registered.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of David J. Hansen (contained in opinion filed as Exhibit 5).

     99.1 1997 Stock Option Plan of the  Registrant,  which was filed as Exhibit
          10(i)  to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
          quarterly  period ended June 30, 1997, and is  incorporated  herein by
          reference.

         Experts

         The audited consolidated  financial statements and schedule of Magellan
Health Services, Inc. and subsidiaries included in the Magellan Annual Report on
Form 10-K for the year ended  September  30, 1997  incorporated  by reference in
this   Registration   Statement  have  been  audited  by  Arthur  Andersen  LLP,
independent  public  accountants,  as stated in their  report  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

         Future  consolidated  financial  statements  and  schedules of Magellan
Health  Services,  Inc.  and  subsidiaries  and the  reports  thereon  of Arthur
Andersen  LLP  also  will be  incorporated  by  reference  in this  Registration
Statement in reliance upon the authority of that firm as experts in giving those
reports to the extent  said firm has  audited  those  financial  statements  and
consented to the use of their reports thereon.

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 of 1933;

                  (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;

                                        4
provided,  however,  that paragraphs  (a)(1)(i) and
                            (a) (1) (ii)  do  not  apply  if  the   Registration
                            Statement  is on  Form  S-3  or  Form  S-8, and  the
                            information    required   to   be   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  Securities  Exchange  Act of 1934  that are
                            incorporated  by   reference   in  the  Registration
                            Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  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 of 1933, each filing of
     the  Registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) 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
     of 1933 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 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 Act and will be  governed by the final
     adjudication of such issue.

                                        5
SIGNATURES

         Pursuant to the  requirements  of the Securities Act of 1933,  Magellan
Health Services,  Inc.  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 Atlanta,  State of Georgia,  on the 31st day of
March, 1998.

                                            MAGELLAN HEALTH SERVICES, INC.

                                            By:/s/ Howard A. McLure
                                            ------------------------------------
                                            Howard A. McLure
                                            Senior Vice President and Controller
                                            (Principal Accounting Officer)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed by the  following  persons on March 31,
1998 in the capacities and on the date indicated.

/s/ Henry T. Harbin                                   Date:    March 31, 1998
-------------------------------------                 -----------------------
Henry T. Harbin
President and Chief Executive Officer
(Principal Executive Officer)

/s/ Craig L. McKnight                                 Date:    March 31, 1998
-------------------------------------                 -----------------------
Craig L. McKnight
Executive Vice President and
 Chief Financial Officer
(Principal Financial Officer)

                                        6
/s/ Howard A. McLure                                Date:    March 31, 1998
------------------------------------                -----------------------
Howard A. McLure
Senior Vice President and Controller
(Principal Accounting Officer)

/s/ Edwin M. Banks                                  Date:    March 31, 1998
--------------------------------------              -----------------------
Edwin M. Banks
Director

/s/ G. Fred DiBona, Jr.                             Date:    March 31, 1998
--------------------------------------              -----------------------
G. Fred DiBona, Jr.
Director

/s/ Andre C. Dimitriadis                            Date:    March 31, 1998
--------------------------------------              -----------------------
Andre C. Dimitriadis
Director

/s/ A.D. Frazier, Jr.                               Date:    March 31, 1998
--------------------------------------              -----------------------
A. D. Frazier, Jr.
Director

/s/ Raymond H. Kiefer                               Date:    March 31, 1998
--------------------------------------              -----------------------
 Raymond H. Kiefer
Director

/s/ Gerald L. McManis                               Date:    March 31, 1998
--------------------------------------              -----------------------
Gerald L. McManis
Director

--------------------------------------              Date:
Daniel S. Messina                                   -----------------------
Director

/s/ Robert W. Miller                                Date:    March 31, 1998
--------------------------------------              -----------------------
Robert W. Miller
Chairman of the Board of Directors

/s/ Darla D. Moore                                  Date:    March 31, 1998
--------------------------------------              -----------------------
Darla D. Moore
Director

                                        7
/s/ Jeffrey A. Sonnenfeld                            Date:    March 31, 1998
--------------------------------------               -----------------------
Jeffrey A. Sonnenfeld
Director

                                       8