As filed with the Securities and Exchange Commission on February 13,
        1995

                                           Registration No. 33-_________
        _____________________________________________________________________
                                            
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                          _________________________________

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

                              THE HILLHAVEN CORPORATION
                (Exact name of registrant as specified in its charter)



                    Nevada                            91-1459952
        (State or other jurisdiction of  (IRS Employer Identification Number)
        incorporation or organization)            


        1148 Broadway Plaza, Tacoma, WA                  98402
        (Address of principal executive offices)      (Zip Code)

                                            
                                            
                              THE HILLHAVEN CORPORATION
                        EMPLOYEE MONTHLY STOCK INVESTMENT PLAN
                              (Full title of the plans)
                                            
                                  Richard P. Adcock
                 Senior Vice President, Secretary and General Counsel
                              The Hillhaven Corporation
                                 1148 Broadway Plaza
                              Tacoma, Washington  98402

                       (Name and address of agent for service)
                                            
                                    (206) 572-4901
            (Telephone number, including area code, of agent for service)















        <PAGE>
<PAGE>



                           CALCULATION OF REGISTRATION FEE


     <TABLE>
     <CAPTION>

      Title of                 Proposed maximum Proposed maximum
     securities  Amount to be   offering price     aggregate       Amount of 
       to be     registered       per share        offering       registration
     registered    <FN> (1)       <FN> (1)       price <FN> (1)       fee
     <S>         <C>           <C>              <C>               <C>

     Common 
      Stock
      ($.75 par
      value)      150,000      Not Applicable   Not Applicable     $1,344.84
      and the 
      associated
      preferred
      stock 
      purchase
      rights

     <FN>
     <F1>  (1)   Pursuant to Rule 457(h), the registration fee was computed on
                 the basis of the market value of the Hillhaven Corporation
                 common stock (and the associated preferred stock purchase
                 rights) in accordance with Rule 457(c) on the basis of the
                 average of the high and low prices per share of such stock on
                 the New York Stock Exchange on February 6, 1995.
     </FN>   
     </TABLE>



























          <PAGE>
<PAGE>



          PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
            
          Item 3. Incorporation of Documents by Reference
            
                  The following documents which have been filed by The
          Hillhaven Corporation (the "Company") with the Securities and
          Exchange Commission (the "Commission") are incorporated by
          reference in this Registration Statement, as of their respective
          dates:

                  (a)  The Company's Annual Report on Form 10-K for the
          Fiscal Year ended May 31, 1994;
            
                  (b)  The Company's Quarterly Reports on 10-Q for the
          fiscal quarters ended August 31, 1994 and November 30, 1994; and 
            
                  (c)  The description of the Company's Common Stock and
          the associated preferred stock purchase rights contained in the
          Company's Registration Statement (No. 33-48755) on Form S-1 filed
          with the Commission on June 19, 1992, as amended through the date
          hereof and the description of amendments to the preferred stock
          purchase rights contained in the Company's Forms 8-A/A filed with
          the Commission on January 20, 1995 and on February 13, 1995.  The
          shares of Common Stock being registered hereby may be purchased
          by participants in the Company's Employee Monthly Stock
          Investment Plan in accordance with the terms of the plan.  Any
          shares purchased pursuant to the plan will be currently
          outstanding and may be purchased in open market transactions,
          from a grantor trust created by the Company as of January 16,
          1995, or otherwise.
            
                  All documents filed by the Company pursuant to Sections
          13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
          as amended subsequent to the date of this Registration Statement
          and prior to the filing of a post-effective amendment which
          indicates that all securities offered hereby have been sold or
          which deregisters all securities then remaining unsold, shall be
          deemed to be incorporated by reference in this Registration
          Statement and to be a part hereof from the respective dates of
          filing of such documents.
            
          Item 4. Description of Securities.
            
                  Not required.
            
          Item 5. Interests of Named Experts
            
                  None.









          <PAGE>
<PAGE>



          Item 6. Indemnification of Directors and Officers
                                                                            
                  The Nevada General Corporation Law requires the Company
          to indemnify officers and directors for any expenses incurred by
          any officer or director in connection with any actions or
          proceedings, whether civil, criminal, administrative, or
          investigative, brought against such officer or director because
          of his or her status as an officer or director, to the extent
          that the director or officer has been successful on the merits or
          otherwise in defense of the action or proceeding.  The Nevada
          General Corporation Law permits a corporation to indemnify an
          officer or director, even in the absence of an agreement to do
          so, for expenses incurred in connection with any action or
          proceeding if such officer or director acted in good faith and in
          a manner in which he or she reasonably believed to be in or not
          opposed to the best interests of the corporation and such 
          indemnification is authorized by the stockholders, by a quorum of
          disinterested directors, by independent legal counsel in a
          written opinion authorized by a majority vote of a quorum of
          directors consisting of disinterested directors or by independent
          legal counsel in written opinion of a quorum of disinterested
          directors cannot be obtained.
            
                  The Company has entered into agreements to indemnify its
          directors and officers in addition to the indemnification
          provided for in the Bylaws.  These agreements, among other
          things, indemnify the Company's directors and officers for
          certain expenses (including attorneys' fees), judgments, fines
          and settlement amounts incurred by such person in any action or
          proceeding, including any action by or in the right of the
          Company, on account of services as a director or officer of the
          Company or as a director or officer of any subsidiary of the
          Company, or as a director of any other company or enterprise that
          the person provides services to at the request of the Company. 
          The Company believes that these provisions and agreements are
          necessary to attract and retain qualified persons as directors
          and officers.
            
                  The Company has obtained, at its expense, liability
          insurance for its directors and officers.  The insurance covers
          certain liabilities of the Company's directors and officers
          arising out of actions taken in their official capacities,
          subject to certain exclusions.  The current coverage limits of
          the liability insurance are $10 million.
            
          Item 7. Exemption from Registration Claimed.
            
                  None.
            
          Item 8. Exhibits
            
                  See Exhibit Index.  







          <PAGE>
<PAGE>



          Item 9. Undertakings
            
                  The Company hereby undertakes:
                    
                  (a)  To file, during any period in which offers or sales
          are being made, a post-effective amendment to this Registration
          Statement 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.
                    
                  (b)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each post-effective amendment
          to this Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.
                    
                  (c)  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.
                    
                  (d)  That, for purposes of determining any liability
          under the Securities Act of 1933, each filing of the Company's
          annual report pursuant to Section 13(a) or Section 15(d) of the
          Securities Exchange Act of 1934 that is incorporated by reference
          in this Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.
                    
                  Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the Company pursuant to the
          foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a
          director, officer or controlling person of the Company 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 Company 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.   
              









          <PAGE>
<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 Tacoma, State of Washington, on February 13, 1995.   


                                   THE HILLHAVEN CORPORATION
            
            
            
                                   By: /s/ Richard P. Adcock     
                                       Richard P. Adcock
                                       Senior Vice President and Secretary
                

                                  POWER OF ATTORNEY
            
                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears in this Registration Statement in any capacity
          hereby constitutes and appoints Bruce L. Busby, Chris Marker,
          Robert F. Pacquer and Richard P. Adcock, and each of them, his
          true and lawful attorney-in-fact and agent with full power of
          substitution and resubstitution, for him and in his name, place
          and stead, in any and all capacities, to sign any and all
          amendments (including post-effective amendments), to this
          Registration Statement and to file the same, with all exhibits
          thereto, and other documents in connection therewith, with the
          Securities and Exchange Commission, granting unto the
          attorney-in-fact and agent, full power and authority to do and
          perform each and every act and thing requisite and necessary to
          be done, as fully and to all intents and purposes as he might or
          could do in person, hereby ratifying and confirming all that the
          attorney-in-fact and agent, or his substitute, may lawfully do or
          cause to be done by virtue hereof.  





















          <PAGE>
<PAGE>



                  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 dates indicated.


              Signature                 Title                 Date  

          /s/ Bruce L. Busby     Chief Executive          February 13, 1995
          Bruce L. Busby          Officer, Chairman of
                                  the Board and 
                                  Director

          /s/ Chris Marker       President and Director   February 13, 1995
          Chris Marker

          /s/ Maris Andersons    Director                 February 13, 1995
          Maris Andersons
            
          /s/ Walter F. Beran    Director                 February 13, 1995
          Walter F. Beran
            
          /s/ Peter de Wetter    Director                 February 13, 1995
          Peter de Wetter

          /s/ Dinah Jacobs       Director                 February 13, 1995
          Dinah Jacobs
            
          /s/ Robert F. Pacquer  Senior Vice President    February 13, 1995
          Robert F. Pacquer        and Chief Financial 
                                   Officer
            
          /s/ Jack O. Vance      Director                 February 13, 1995
          Jack O. Vance
            
          /s/ Michael B. Weitz   Vice President and       February 13, 1995
          Michael B. Weitz        Principal Accounting 
                                  Officer
            
<PAGE>



          <PAGE>
                                    EXHIBIT INDEX
                                            

          Exhibit No.            Description of Exhibit
                                            
                                            
          4.1                    Form of the Company's Common Stock
                                 Certificate (incorporated by reference to
                                 Exhibit 4.3 to the Company's Quarterly
                                 Report on Form 10-Q for the quarter ended
                                 November 30, 1989, as amended)
                                            
          4.2                    Amended Restated Articles of       
                                 Incorporation of the Company (incorporated
                                 by reference to Exhibit J to Exhibit 2 to
                                 the Company's Quarterly Report on Form
                                 10-Q for the quarter ended November 30,
                                 1991, as amended
                                            
          4.3                    Amended and Restated Bylaws of the Company
                                 (incorporated by reference to Exhibit 3.02
                                 to the Company's Annual report on Form
                                 10-K for the fiscal year ended May 31,
                                 1994
                                            
          24.1                   Consent of KPMG Peat Marwick LLP
                                            






























          <PAGE>
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17512}]
{"company-data": {"conformed-name": "HILLHAVEN CORP", "cik": "0000276477", "assigned-sic": "8050", "irs-number": "911459952", "state-of-incorporation": "NV", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57679", "film-number": "95509691"}, "business-address": {"street1": "1148 BROADWAY PLZ", "city": "TACOMA", "state": "WA", "zip": "98402", "phone": "2065724901"}, "former-company": {"former-conformed-name": "MERIT CORP", "date-changed": "19600201"}}
As filed with the Securities and Exchange Commission on February 13,
        1995

                                           Registration No. 33-_________
        _____________________________________________________________________
                                            
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                          _________________________________

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

                              THE HILLHAVEN CORPORATION
                (Exact name of registrant as specified in its charter)

                    Nevada                            91-1459952
        (State or other jurisdiction of  (IRS Employer Identification Number)
        incorporation or organization)            

        1148 Broadway Plaza, Tacoma, WA                  98402
        (Address of principal executive offices)      (Zip Code)

                                            
                                            
                              THE HILLHAVEN CORPORATION
                        EMPLOYEE MONTHLY STOCK INVESTMENT PLAN
                              (Full title of the plans)
                                            
                                  Richard P. Adcock
                 Senior Vice President, Secretary and General Counsel
                              The Hillhaven Corporation
                                 1148 Broadway Plaza
                              Tacoma, Washington  98402

                       (Name and address of agent for service)
                                            
                                    (206) 572-4901
            (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of                 Proposed maximum Proposed maximum
     securities  Amount to be   offering price     aggregate       Amount of 
       to be     registered       per share        offering       registration
     registered
(1)
(1)       price
(1)       fee
Common 
      Stock
      ($.75 par
      value)      150,000      Not Applicable   Not Applicable     $1,344.84
      and the 
      associated
      preferred
      stock 
      purchase
      rights
(1)   Pursuant to Rule 457(h), the registration fee was computed on
                 the basis of the market value of the Hillhaven Corporation
                 common stock (and the associated preferred stock purchase
                 rights) in accordance with Rule 457(c) on the basis of the
                 average of the high and low prices per share of such stock on
                 the New York Stock Exchange on February 6, 1995.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
            
          Item 3. Incorporation of Documents by Reference
            
                  The following documents which have been filed by The
          Hillhaven Corporation (the "Company") with the Securities and
          Exchange Commission (the "Commission") are incorporated by
          reference in this Registration Statement, as of their respective
          dates:

                  (a)  The Company's Annual Report on Form 10-K for the
          Fiscal Year ended May 31, 1994;
            
                  (b)  The Company's Quarterly Reports on 10-Q for the
          fiscal quarters ended August 31, 1994 and November 30, 1994; and 
            
                  (c)  The description of the Company's Common Stock and
          the associated preferred stock purchase rights contained in the
          Company's Registration Statement (No. 33-48755) on Form S-1 filed
          with the Commission on June 19, 1992, as amended through the date
          hereof and the description of amendments to the preferred stock
          purchase rights contained in the Company's Forms 8-A/A filed with
          the Commission on January 20, 1995 and on February 13, 1995.  The
          shares of Common Stock being registered hereby may be purchased
          by participants in the Company's Employee Monthly Stock
          Investment Plan in accordance with the terms of the plan.  Any
          shares purchased pursuant to the plan will be currently
          outstanding and may be purchased in open market transactions,
          from a grantor trust created by the Company as of January 16,
          1995, or otherwise.
            
                  All documents filed by the Company pursuant to Sections
          13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
          as amended subsequent to the date of this Registration Statement
          and prior to the filing of a post-effective amendment which
          indicates that all securities offered hereby have been sold or
          which deregisters all securities then remaining unsold, shall be
          deemed to be incorporated by reference in this Registration
          Statement and to be a part hereof from the respective dates of
          filing of such documents.
            
          Item 4. Description of Securities.
            
                  Not required.
            
          Item 5. Interests of Named Experts
            
                  None.
Item 6. Indemnification of Directors and Officers
                                                                            
                  The Nevada General Corporation Law requires the Company
          to indemnify officers and directors for any expenses incurred by
          any officer or director in connection with any actions or
          proceedings, whether civil, criminal, administrative, or
          investigative, brought against such officer or director because
          of his or her status as an officer or director, to the extent
          that the director or officer has been successful on the merits or
          otherwise in defense of the action or proceeding.  The Nevada
          General Corporation Law permits a corporation to indemnify an
          officer or director, even in the absence of an agreement to do
          so, for expenses incurred in connection with any action or
          proceeding if such officer or director acted in good faith and in
          a manner in which he or she reasonably believed to be in or not
          opposed to the best interests of the corporation and such 
          indemnification is authorized by the stockholders, by a quorum of
          disinterested directors, by independent legal counsel in a
          written opinion authorized by a majority vote of a quorum of
          directors consisting of disinterested directors or by independent
          legal counsel in written opinion of a quorum of disinterested
          directors cannot be obtained.
            
                  The Company has entered into agreements to indemnify its
          directors and officers in addition to the indemnification
          provided for in the Bylaws.  These agreements, among other
          things, indemnify the Company's directors and officers for
          certain expenses (including attorneys' fees), judgments, fines
          and settlement amounts incurred by such person in any action or
          proceeding, including any action by or in the right of the
          Company, on account of services as a director or officer of the
          Company or as a director or officer of any subsidiary of the
          Company, or as a director of any other company or enterprise that
          the person provides services to at the request of the Company. 
          The Company believes that these provisions and agreements are
          necessary to attract and retain qualified persons as directors
          and officers.
            
                  The Company has obtained, at its expense, liability
          insurance for its directors and officers.  The insurance covers
          certain liabilities of the Company's directors and officers
          arising out of actions taken in their official capacities,
          subject to certain exclusions.  The current coverage limits of
          the liability insurance are $10 million.
            
          Item 7. Exemption from Registration Claimed.
            
                  None.
            
          Item 8. Exhibits
            
                  See Exhibit Index.
Item 9. Undertakings
            
                  The Company hereby undertakes:
                    
                  (a)  To file, during any period in which offers or sales
          are being made, a post-effective amendment to this Registration
          Statement 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.
                    
                  (b)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each post-effective amendment
          to this Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.
                    
                  (c)  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.
                    
                  (d)  That, for purposes of determining any liability
          under the Securities Act of 1933, each filing of the Company's
          annual report pursuant to Section 13(a) or Section 15(d) of the
          Securities Exchange Act of 1934 that is incorporated by reference
          in this Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.
                    
                  Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the Company pursuant to the
          foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a
          director, officer or controlling person of the Company 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 Company 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.
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 Tacoma, State of Washington, on February 13, 1995.   

                                   THE HILLHAVEN CORPORATION
            
            
            
                                   By: /s/ Richard P. Adcock     
                                       Richard P. Adcock
                                       Senior Vice President and Secretary
                

                                  POWER OF ATTORNEY
            
                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears in this Registration Statement in any capacity
          hereby constitutes and appoints Bruce L. Busby, Chris Marker,
          Robert F. Pacquer and Richard P. Adcock, and each of them, his
          true and lawful attorney-in-fact and agent with full power of
          substitution and resubstitution, for him and in his name, place
          and stead, in any and all capacities, to sign any and all
          amendments (including post-effective amendments), to this
          Registration Statement and to file the same, with all exhibits
          thereto, and other documents in connection therewith, with the
          Securities and Exchange Commission, granting unto the
          attorney-in-fact and agent, full power and authority to do and
          perform each and every act and thing requisite and necessary to
          be done, as fully and to all intents and purposes as he might or
          could do in person, hereby ratifying and confirming all that the
          attorney-in-fact and agent, or his substitute, may lawfully do or
          cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
          1933, this Registration Statement has been signed below by the
          following persons in the capacities and on the dates indicated.

              Signature                 Title                 Date  

          /s/ Bruce L. Busby     Chief Executive          February 13, 1995
          Bruce L. Busby          Officer, Chairman of
                                  the Board and 
                                  Director

          /s/ Chris Marker       President and Director   February 13, 1995
          Chris Marker

          /s/ Maris Andersons    Director                 February 13, 1995
          Maris Andersons
            
          /s/ Walter F. Beran    Director                 February 13, 1995
          Walter F. Beran
            
          /s/ Peter de Wetter    Director                 February 13, 1995
          Peter de Wetter

          /s/ Dinah Jacobs       Director                 February 13, 1995
          Dinah Jacobs
            
          /s/ Robert F. Pacquer  Senior Vice President    February 13, 1995
          Robert F. Pacquer        and Chief Financial 
                                   Officer
            
          /s/ Jack O. Vance      Director                 February 13, 1995
          Jack O. Vance
            
          /s/ Michael B. Weitz   Vice President and       February 13, 1995
          Michael B. Weitz        Principal Accounting 
                                  Officer
EXHIBIT INDEX
                                            

          Exhibit No.            Description of Exhibit
                                            
                                            
          4.1                    Form of the Company's Common Stock
                                 Certificate (incorporated by reference to
                                 Exhibit 4.3 to the Company's Quarterly
                                 Report on Form 10-Q for the quarter ended
                                 November 30, 1989, as amended)
                                            
          4.2                    Amended Restated Articles of       
                                 Incorporation of the Company (incorporated
                                 by reference to Exhibit J to Exhibit 2 to
                                 the Company's Quarterly Report on Form
                                 10-Q for the quarter ended November 30,
                                 1991, as amended
                                            
          4.3                    Amended and Restated Bylaws of the Company
                                 (incorporated by reference to Exhibit 3.02
                                 to the Company's Annual report on Form
                                 10-K for the fiscal year ended May 31,
                                 1994
                                            
          24.1                   Consent of KPMG Peat Marwick LLP