As filed with the Securities and Exchange Commission on September 27, 1996.
                                       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. 1996 STOCK OPTION PLAN
        MAGELLAN HEALTH SERVICES, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
        MAGELLAN HEALTH SERVICES, INC. 1996 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plans)


                                 STEVE J. DAVIS
                           Executive Vice President -
                   Administrative Services 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
                          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)
<TABLE>
<CAPTION>


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

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

<S>                        <C>                   <C>                    <C>                      <C>

Common Stock,              2,600,000                $24.00              $49,866,125.00           $17,195.22    
par value
$0.25 per share

- ------------------------------------------------------------------------------
</TABLE>


(1)      Shares of Common Stock being  registered with respect to the 1996 Stock
         Option  Plan  consist of  1,285,000  shares  having a weighted  average
         exercise  price of $18.675 per share and  465,000  shares for which the
         offering  price is not known.  Shares of Common Stock being  registered
         with  respect  to the 1997  Employee  Stock  Purchase  Plan  consist of
         600,000  for which the  offering  price is not known.  Shares of Common
         Stock being registered with respect to the 1996 Directors' Stock Option
         Plan consist of 125,000  shares having an exercise  price of $18.25 per
         share, 25,000 shares having an exercise price of $22.375, 25,000 shares
         having an exercise  price of $23.375,  and 75,000  shares for which the
         offering price is not known. Pursuant to Rule 457(h)(1),  the aggregate
         offering price of the 1,140,000  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
         American Stock Exchange on September 25, 1996.

(2)      This Registration Statement, pursuant to Rule 416(c), shall be deemed 
         to register an indeterminate amount of interests under the Magellan 
         Health Services, Inc. 1997 Employee Stock Purchase Plan.


<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,  1995,  as amended,  on Form 10-K/A
                  filed on December 28, 1995;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended December 31, 1995; the Registrant's  Quarterly Report on
                  Form 10-Q for the quarter  ended March 31, 1996, as amended on
                  Form  10-Q/A  filed  on May 15,  1996;  and  the  Registrant's
                  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
                  1996;

         (c)      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, 1995; and

         (d)      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 July 21, 1992 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

                                        1

<PAGE>



in a manner reasonably believed to be in or not opposed to the best interests of
the  corporation,  and,  with  respect  to any  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 $60,000,000.

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     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.

         4.6     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.

         4.7     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.

         4.8     Amendment  No.  10,  dated  as of July 31,  1996,  to
                 Second Amended and Restated Credit  Agreement,  dated
                 as of May 2,  1994,  among  the  Registrant,  Bankers
                 Trust Company, as agent, First Union National Bank as
                 co-agent,  which  was  filed as  Exhibit  4(b) to the
                 Registrant's  Quarterly  Report  on Form 10-Q for the
                 quarterly   period  ended  June  30,  1996,   and  is
                 incorporated herein by reference.

         4.9     Amendment No. 11, dated as of September 3, 1996, to Second 
                 Amended and Restated Credit Agreement, dated as of May 2, 1994,
                 among the Registrant, Bankers Trust Company, as agent, First 
                 Union National Bank as co-agent, which was filed as Exhibit (b)
                 12 to

                                        3

<PAGE>



                 Registrant's Amendment No. 2 to Schedule 13E-4 dated September
                 5, 1996 and is incorporated herein by reference.

         5.1     Opinion of Steve J. Davis as to the legality of shares of 
                  Common Stock being registered.

         23.1    Consent of Arthur Andersen LLP.

         23.2    Consent of Steve J. Davis (contained in opinion filed as 
                 Exhibit 5).

         99.1    1996 Stock Option Plan of the Registrant, which was filed as 
                 Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q
                 for the quarterly period ended March 31, 1996, and is 
                 incorporated herein by reference.

         99.2    1997 Employee Stock Purchase Plan of the Registrant.

         99.3    1996 Directors' Stock Option Plan of the Registrant, which was
                 filed as Exhibit 10(b) to the Registrant's Quarterly Report on
                 Form 10-Q for the quarterly period ended March 31, 1996,
                 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, 1995  incorporated  by reference in
this   Registration   Statement  have  been  audited  by  Arthur  Andersen  LLP,
independent public accountants,  as indicated in their reports thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said reports.

         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;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
                  do not apply if the registration statement

                                        4

<PAGE>



                  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 25th day of
September, 1996.




                                            MAGELLAN HEALTH SERVICES, INC.


                                               
                                            By:/s/ Howard A. McLure
                                               -------------------------------
                                                 Howard A. McLure
                                                 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 September 25,
1996 in the capacities and on the date indicated.





/s/ E. Mac Crawford                         Date:    September   25, 1996
- -------------------------------------            ------------------------------
E. Mac Crawford
President and Chairman of the Board
(Principal Executive Officer)



/s/ Craig L. McKnight                       Date:    September   25, 1996
- -------------------------------------            ------------------------------
Craig L. McKnight
Executive Vice President and
 Chief Financial Officer
(Principal Financial Officer)





                                        6

<PAGE>



/s/ Howard A. McLure                        Date:    September    25, 1996
- -------------------------------------            ------------------------------
Howard A. McLure
Vice President and Controller
(Principal Accounting Officer)



/s/ Edwin M. Banks                          Date:    September    25, 1996
- -------------------------------------            ------------------------------
Edwin M. Banks
Director



/s/ G. Fred DiBona, Jr.                     Date:    September    25, 1996
- -------------------------------------            ------------------------------

G. Fred DiBona, Jr.
Director



/s/ Andre C. Dimitriadis                    Date:    September    25, 1996
- -------------------------------------            ------------------------------
Andre C. Dimitriadis
Director



                                            Date:    
- -------------------------------------            ------------------------------
A. D. Frazier, Jr.
Director



/s/ Raymond H. Kiefer                       Date:    September    25, 1996
- -------------------------------------            ------------------------------
Raymond H. Kiefer
Director



                                            Date:   
- -------------------------------------            ------------------------------
Gerald L. McManis
Director



                                            Date:    
- -------------------------------------            ------------------------------
Darla D. Moore
Director





                                        7

<PAGE>



                                   SIGNATURES


         Pursuant to the  requirement  of the  Securities  Act of 1933, the Plan
Administrator  of the  Registrant's  1997 Employee  Stock Purchase Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned, hereunto duly authorized, in the City of Atlanta, State of Georgia,
on the 25th day of September, 1996.

                                            MAGELLAN HEALTH SERVICES, INC.
                                            1997 EMPLOYEE STOCK PURCHASE PLAN



                                            By:     /s/ Steve J. Davis
                                               --------------------------------
                                               Executive Vice President -
                                               Administrative Services and 
                                                  General Counsel






                                        8

<PAGE>




                                  EXHIBIT INDEX



Exhibit
   No.                             Description of Exhibit
- -------                            ----------------------
       


4.1       Restated  Certificate of Incorporation  of the Registrant,  as
          filed in  Delaware  on October  15,  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       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.

4.6       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.

4.7       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.



                                        9

<PAGE>



4.8       Amendment No. 10, dated as of July 31, 1996, to Second Amended
          and Restated Credit Agreement,  dated as of May 2, 1994, among
          the Registrant,  Bankers Trust Company,  as agent, First Union
          National Bank as co-agent,  which was filed as Exhibit 4(b) to
          the  Registrant's  Quarterly  Report  on  Form  10-Q  for  the
          quarterly  period  ended June 30,  1996,  and is  incorporated
          herein by reference.

4.9       Amendment  No. 11, dated as of  September  3, 1996,  to Second
          Amended  and  Restated  Credit  Agreement,  dated as of May 2,
          1994, among the Registrant,  Bankers Trust Company,  as agent,
          First  Union  National  Bank as  co-agent,  which was filed as
          Exhibit  (b) 12 to  Registrant's  Amendment  No. 2 to Schedule
          13E-4 dated  September 5, 1996 and is  incorporated  herein by
          reference.

5.1       Opinion of Steve J. Davis as to the legality of shares of
          Common Stock being registered.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Steve J. Davis (contained in opinion filed as Exhibit 5.1).

99.1      1996 Stock Option Plan of the Registrant, which was filed as Exhibit 
          10(a) to the Registrant's Quarterly Report on Form 10-Q for the 
          quarterly period ended March 31, 1996, and is incorporated herein by 
          reference.

99.2      1997 Employee Stock Purchase Plan of the Registrant.

99.3      1996 Directors' Stock Option Plan of the Registrant, which was
          filed as Exhibit 10(b) to the Registrant's Quarterly Report on
          Form 10-Q for the quarterly  period ended March 31, 1996,  and
          is incorporated herein by reference.




                                       10

<PAGE>
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{"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": "333-12877", "film-number": "96635925"}, "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 September 27, 1996.
                                       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. 1996 STOCK OPTION PLAN
        MAGELLAN HEALTH SERVICES, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
        MAGELLAN HEALTH SERVICES, INC. 1996 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plans)

                                 STEVE J. DAVIS
                           Executive Vice President -
                   Administrative Services 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
                          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 (2)             registered            per share (1)           price (1)                   fee
- --------------             ----------            -------------          -------------            ------------
Common Stock,              2,600,000                $24.00              $49,866,125.00           $17,195.22    
par value
$0.25 per share

- ------------------------------------------------------------------------------
(1)      Shares of Common Stock being  registered with respect to the 1996 Stock
         Option  Plan  consist of  1,285,000  shares  having a weighted  average
         exercise  price of $18.675 per share and  465,000  shares for which the
         offering  price is not known.  Shares of Common Stock being  registered
         with  respect  to the 1997  Employee  Stock  Purchase  Plan  consist of
         600,000  for which the  offering  price is not known.  Shares of Common
         Stock being registered with respect to the 1996 Directors' Stock Option
         Plan consist of 125,000  shares having an exercise  price of $18.25 per
         share, 25,000 shares having an exercise price of $22.375, 25,000 shares
         having an exercise  price of $23.375,  and 75,000  shares for which the
         offering price is not known. Pursuant to Rule 457(h)(1),  the aggregate
         offering price of the 1,140,000  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
         American Stock Exchange on September 25, 1996.

(2)      This Registration Statement, pursuant to Rule 416(c), shall be deemed 
         to register an indeterminate amount of interests under the Magellan 
         Health Services, Inc. 1997 Employee Stock Purchase Plan.
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,  1995,  as amended,  on Form 10-K/A
                  filed on December 28, 1995;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended December 31, 1995; the Registrant's  Quarterly Report on
                  Form 10-Q for the quarter  ended March 31, 1996, as amended on
                  Form  10-Q/A  filed  on May 15,  1996;  and  the  Registrant's
                  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
                  1996;

         (c)      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, 1995; and

         (d)      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 July 21, 1992 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

                                        1
in a manner reasonably believed to be in or not opposed to the best interests of
the  corporation,  and,  with  respect  to any  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 $60,000,000.

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     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.

         4.6     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.

         4.7     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.

         4.8     Amendment  No.  10,  dated  as of July 31,  1996,  to
                 Second Amended and Restated Credit  Agreement,  dated
                 as of May 2,  1994,  among  the  Registrant,  Bankers
                 Trust Company, as agent, First Union National Bank as
                 co-agent,  which  was  filed as  Exhibit  4(b) to the
                 Registrant's  Quarterly  Report  on Form 10-Q for the
                 quarterly   period  ended  June  30,  1996,   and  is
                 incorporated herein by reference.

         4.9     Amendment No. 11, dated as of September 3, 1996, to Second 
                 Amended and Restated Credit Agreement, dated as of May 2, 1994,
                 among the Registrant, Bankers Trust Company, as agent, First 
                 Union National Bank as co-agent, which was filed as Exhibit (b)
                 12 to

                                        3
Registrant's Amendment No. 2 to Schedule 13E-4 dated September
                 5, 1996 and is incorporated herein by reference.

         5.1     Opinion of Steve J. Davis as to the legality of shares of 
                  Common Stock being registered.

         23.1    Consent of Arthur Andersen LLP.

         23.2    Consent of Steve J. Davis (contained in opinion filed as 
                 Exhibit 5).

         99.1    1996 Stock Option Plan of the Registrant, which was filed as 
                 Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q
                 for the quarterly period ended March 31, 1996, and is 
                 incorporated herein by reference.

         99.2    1997 Employee Stock Purchase Plan of the Registrant.

         99.3    1996 Directors' Stock Option Plan of the Registrant, which was
                 filed as Exhibit 10(b) to the Registrant's Quarterly Report on
                 Form 10-Q for the quarterly period ended March 31, 1996,
                 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, 1995  incorporated  by reference in
this   Registration   Statement  have  been  audited  by  Arthur  Andersen  LLP,
independent public accountants,  as indicated in their reports thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said reports.

         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;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
                  do not apply if the registration statement

                                        4
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 25th day of
September, 1996.

                                            MAGELLAN HEALTH SERVICES, INC.

                                               
                                            By:/s/ Howard A. McLure
                                               -------------------------------
                                                 Howard A. McLure
                                                 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 September 25,
1996 in the capacities and on the date indicated.

/s/ E. Mac Crawford                         Date:    September   25, 1996
- -------------------------------------            ------------------------------
E. Mac Crawford
President and Chairman of the Board
(Principal Executive Officer)

/s/ Craig L. McKnight                       Date:    September   25, 1996
- -------------------------------------            ------------------------------
Craig L. McKnight
Executive Vice President and
 Chief Financial Officer
(Principal Financial Officer)

                                        6
/s/ Howard A. McLure                        Date:    September    25, 1996
- -------------------------------------            ------------------------------
Howard A. McLure
Vice President and Controller
(Principal Accounting Officer)

/s/ Edwin M. Banks                          Date:    September    25, 1996
- -------------------------------------            ------------------------------
Edwin M. Banks
Director

/s/ G. Fred DiBona, Jr.                     Date:    September    25, 1996
- -------------------------------------            ------------------------------

G. Fred DiBona, Jr.
Director

/s/ Andre C. Dimitriadis                    Date:    September    25, 1996
- -------------------------------------            ------------------------------
Andre C. Dimitriadis
Director

                                            Date:    
- -------------------------------------            ------------------------------
A. D. Frazier, Jr.
Director

/s/ Raymond H. Kiefer                       Date:    September    25, 1996
- -------------------------------------            ------------------------------
Raymond H. Kiefer
Director

                                            Date:   
- -------------------------------------            ------------------------------
Gerald L. McManis
Director

                                            Date:    
- -------------------------------------            ------------------------------
Darla D. Moore
Director

                                        7
SIGNATURES

         Pursuant to the  requirement  of the  Securities  Act of 1933, the Plan
Administrator  of the  Registrant's  1997 Employee  Stock Purchase Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned, hereunto duly authorized, in the City of Atlanta, State of Georgia,
on the 25th day of September, 1996.

                                            MAGELLAN HEALTH SERVICES, INC.
                                            1997 EMPLOYEE STOCK PURCHASE PLAN

                                            By:     /s/ Steve J. Davis
                                               --------------------------------
                                               Executive Vice President -
                                               Administrative Services and 
                                                  General Counsel

                                        8
EXHIBIT INDEX

Exhibit
   No.                             Description of Exhibit
- -------                            ----------------------
       

4.1       Restated  Certificate of Incorporation  of the Registrant,  as
          filed in  Delaware  on October  15,  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       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.

4.6       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.

4.7       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.

                                        9
4.8       Amendment No. 10, dated as of July 31, 1996, to Second Amended
          and Restated Credit Agreement,  dated as of May 2, 1994, among
          the Registrant,  Bankers Trust Company,  as agent, First Union
          National Bank as co-agent,  which was filed as Exhibit 4(b) to
          the  Registrant's  Quarterly  Report  on  Form  10-Q  for  the
          quarterly  period  ended June 30,  1996,  and is  incorporated
          herein by reference.

4.9       Amendment  No. 11, dated as of  September  3, 1996,  to Second
          Amended  and  Restated  Credit  Agreement,  dated as of May 2,
          1994, among the Registrant,  Bankers Trust Company,  as agent,
          First  Union  National  Bank as  co-agent,  which was filed as
          Exhibit  (b) 12 to  Registrant's  Amendment  No. 2 to Schedule
          13E-4 dated  September 5, 1996 and is  incorporated  herein by
          reference.

5.1       Opinion of Steve J. Davis as to the legality of shares of
          Common Stock being registered.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Steve J. Davis (contained in opinion filed as Exhibit 5.1).

99.1      1996 Stock Option Plan of the Registrant, which was filed as Exhibit 
          10(a) to the Registrant's Quarterly Report on Form 10-Q for the 
          quarterly period ended March 31, 1996, and is incorporated herein by 
          reference.

99.2      1997 Employee Stock Purchase Plan of the Registrant.

99.3      1996 Directors' Stock Option Plan of the Registrant, which was
          filed as Exhibit 10(b) to the Registrant's Quarterly Report on
          Form 10-Q for the quarterly  period ended March 31, 1996,  and
          is incorporated herein by reference.

                                       10