As filed with the Securities and Exchange Commission on November   , 1996.

                                            Registration No. 333-
==========================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

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

                             FORM S-8

                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                CONTINENTAL HEALTH AFFILIATES, INC.
      (Exact name of registrant as specified in its charter)

       Delaware                                            22-2362097
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

      910 Sylvan Avenue                                        07632
    Englewood Cliffs, N.J.                                   (Zip Code)
(Address of principal executive offices)

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

                          Benjamin Geizhals
                           General Counsel
                          910 Sylvan Avenue
                     Englewood Cliffs, N.J. 07632
                           (201) 567-4600
       (Name, address, including zip code and telephone number,
              including area code, of agent for service)

                              Copy to:

                       David W. Bernstein, Esq.
                           Rogers & Wells
                           200 Park Avenue
                       New York, New York 10166

                    CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
TITLE OF SECURITIES  AMOUNT TO BE       PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
TO BE REGISTERED     REGISTERED         OFFERING PRICE PER  AGGREGATE OFFERING   REGISTRATION FEE
                                        SHARE(1)            PRICE
-------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                 <C>                  <C>
Common Stock,        400,000 shares     $1.56               $624,000.00          $216.00    
par value $.02 per
share
</TABLE>
===============================================================================


(1)   Estimated  pursuant  to  Rule  457(c),  solely  for the purpose of
      calculating the registration fee, on the basis of  the  last  sale
      price  of  the  registrant's  Common Stock in the over the counter
      market on November   , 1996.
PAGE
<PAGE>
                                PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     Pursuant to the requirements of  the  Note to Part I of Form
S-8 and Rule 428(b)(1) of the rules under the  Securities  Act of
1933, as amended, the information required by Part I of Form  S-8
is  included  in  a "Stock Option Description" dated October 1996
distributed to participants in the Continental Health Affiliates,
Inc. 1989 Key Employees  and Key Personnel Stock Option Plan (the
"Stock Option Plan").  The Stock Option Description dated October
1996,  together with Item 3  of  Part  II  of  this  Registration
Statement, constitute a Section 10(a) Prospectus.


PAGE
<PAGE>
                        PROSPECTUS FOR RESALES

     The material which follows, up to but not including the page
beginning  Part  II of this Registration Statement, constitutes a
prospectus, prepared  on  Form  S-3,  in  accordance with General
Instruction C to Form S-8, to be used in connection  with resales
of  securities  acquired under the Continental Health Affiliates,
Inc.  Stock Option  Plan  by  affiliates  of  Continental  Health
Affiliates, Inc., as defined in Rule 405 under the Securities Act
of 1933, as amended.

PAGE
<PAGE>
PROSPECTUS


           CONTINENTAL HEALTH AFFILIATES, INC.

                      COMMON STOCK



     This  Prospectus  relates  to  shares  of  Common  Stock  of
Continental  Health Affiliates, Inc. (the "Company") which may be
offered from time  to  time  by  the  people named under "Selling
Security  Holders"  in  the over the counter  market,  where  the
Company's Common Stock currently  is  traded,  or  on  securities
exchanges,  through  automated  quotation  systems  or  in  other
markets  where  the  Common Stock may be traded, or in negotiated
transactions,  at  prices   and  on  terms  then  available.  The
respective Selling Security Holders  will  pay any brokerage fees
or commissions relating to sales by them.  See  "Method of Sale."
The  Company  will receive no part of the proceeds  of  any  such
sales. The principal  executive  office of the Company is located
at  910  Sylvan  Avenue,  Englewood  Cliffs,   New  Jersey  07632
(Telephone No. (201) 567-4600).



        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
           BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
              THE COMMISSION PASSED UPON THE ACCURACY OR
                   ADEQUACY OF THIS PROSPECTUS. ANY
                    REPRESENTATION TO THE CONTRARY
                        IS A CRIMINAL OFFENSE.




     The  expenses  of  preparing  and  filing  the  Registration
Statement of which this Prospectus is a part are being  borne  by
the Company.



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




            The date of this Prospectus is October 29, 1996


PAGE
<PAGE>
                           TABLE OF CONTENTS


Available Information...........................................2
Incorporation by Reference......................................2
Selling Security Holders........................................2
Method of Sale..................................................3
SEC Position Regarding Indemnification..........................3

                         AVAILABLE INFORMATION

             The   Company   is   subject  to  the  informational
requirements  of the Securities Exchange  Act  of  1934,  and  in
accordance with that Act files reports and other information with
the  Securities  and  Exchange  Commission.  All  reports,  proxy
statements  and  other  information filed with the Securities and
Exchange Commission by the Company can be inspected and copied at
the public reference facilities  maintained  by the Commission at
450  Fifth  Street,  N.W.,  Washington, D.C. 20549,  and  at  the
following Regional Offices of  the  Commission:   7  World  Trade
Center,  New  York,  New  York 10048 and 500 West Madison Street,
Suite  1400,  Chicago,  Illinois   60661-2511.   Copies  of  that
material can also be obtained from the  Public  Reference Section
of  the  Commission  at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.

                      INCORPORATION BY REFERENCE

             The Company  incorporates  by  reference  into  this
Prospectus  (a)  the Company's Annual Report on Form 10-K for the
year ended June 30,  1996, (b) all documents filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since June 30,  1996,  and  (c)   the  description of the
Company's  Common  Stock  included in its registration  statement
under Section 12 of the Securities  Exchange Act of 1934 relating
to the Common Stock, including any amendment  or report filed for
the   purpose  of  updating  that  description.   All   documents
subsequently  filed  by  the  Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment which indicates that
all securities offered have been sold  or  which  deregisters all
securities   then   remaining  unsold,  will  be  deemed  to   be
incorporated by reference  in  this Registration Statement and to
be part of it from the date of filing  such documents.  Copies of
all  documents  which  are  incorporated  by  reference  will  be
provided  without  charge  to anyone to whom this  prospectus  is
delivered upon a written or  oral  request  to Continental Health
Affiliates,  Inc.,  910  Sylvan  Avenue, Englewood  Cliffs,  N.J.
07632, Attention: Benjamin Geizhals,  telephone number (201) 567-
4600.

                       SELLING SECURITY HOLDERS

             This  Prospectus  relates  to   possible   sales  by
officers  and directors of the Company of shares of Common  Stock
purchased by them through the exercise of options granted to them
under the Company's  1989  Key  Employees and Key Personnel Stock
Option  Plan  (the  "Stock Option Plan").   The  names  of  those
Selling Securities Holders  are  not known by the Company at this
time and will be provided by the Company,  along  with the number
of shares of Common Stock owned by each of them and the number of
shares to be resold, in a supplement to this Prospectus  pursuant
to General Instruction C(3) to Form S-8 and Rule 424(b) under the
Securities Act of 1933.

                                II-2

PAGE
<PAGE>
                            METHOD OF SALE

             The Company anticipates that any sales of the shares
offered  by  this Prospectus by Selling Security Holders will  be
made to the public  in  the  over  the  counter  market where the
Company's  Common  Stock  currently  is  traded  or on securities
exchanges,  through  automated  quotation  systems  or  in  other
markets  where  the Company's Common Stock may be traded,  or  in
negotiated transactions.  The Company anticipates that sales will
be  at  prices current when the  sales  take  place.   Sales  may
involve payment  of  brokers'  commissions  by  Selling  Security
Holders.  There is no present plan of distribution.

                SEC POSITION REGARDING INDEMNIFICATION

             The Company's by-laws provide for indemnification of
officers and directors.

             Insofar  as  indemnification for liabilities arising
under the Securities Act of 1933 might be permitted to directors,
officers or persons controlling  the Company under the provisions
described  above,  the  Company has been  informed  that  in  the
opinion  of  the  Securities   and   Exchange   Commission   such
indemnification is against public policy as expressed in that Act
and is therefore unenforceable.


                               II-3


PAGE
<PAGE>
                                PART II


                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT


Item 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The   following   documents   are   incorporated  by
reference in this Registration Statement:

             (a)  The  Annual   Report   of  Continental   Health
Affiliates, Inc. (the "Company") on Form 10-K  for the year ended
June 30, 1996.

             (b)  All documents filed by the Company  pursuant to
Section  13(a)  or  15(d)  of the Securities Exchange Act of 1934
since June 30, 1996.

             (c)  The description  of  the Company's Common Stock
included in its registration statement under  Section  12  of the
Securities  Exchange  Act  of  1934 relating to the Common Stock,
including  any  amendment or report  filed  for  the  purpose  of
updating that description.

             All  documents  subsequently  filed  by  the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act  of  1934,  prior to the filing of a post-effective
amendment which indicates that  all  securities offered have been
sold or which deregisters all securities  then  remaining unsold,
will   be  deemed  to  be  incorporated  by  reference  in   this
Registration  Statement  and  to  be  part of it from the date of
filing such documents.


Item 4.      DESCRIPTION OF SECURITIES.

             Not applicable.


Item 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             Not applicable.


Item 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Section  145  of  the  General  Corporation  Law  of
Delaware gives Delaware corporations  broad  powers  to indemnify
their  present  and  former  directors and officers and those  of
affiliated corporations.  That  indemnification  is not exclusive
of  any other rights to which those indemnified may  be  entitled
under any by-laws, agreement, vote of stockholders or otherwise.

             Article VII of  the  by-laws  of  the Company makes
mandatory  the  indemnification  expressly authorized  under  the
Delaware General Corporation Law.

                                II-4

<PAGE>

             The Company has purchased  insurance  which  insures
officers  and directors of the Company against loss arising  from
claims by reason  of  their  legal liability for acts as officers
and directors.

Item 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

Item 8.      EXHIBITS.

                 The  following   documents  are  filed  with  or
incorporated by reference in this Registration Statement:


          5  Opinion Regarding Legality

          23    Consents of Experts and Counsel

               (i)  Rogers & Wells (counsel)

               (ii)  KPMG Peat Marwick  LLP  (independent  public
               accountants)

          25 Powers of Attorney-included on signature pages


Item 9.   UNDERTAKINGS.

          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  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.

             (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.

             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 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.

                                II-5

<PAGE>

             Insofar  as  indemnification for liabilities arising
under the Securities Act of  1933,  as  amended, (the "1933 Act")
may be permitted to directors, officers and  controlling  persons
of  the  registrant  pursuant  to  the  foregoing  provisions, or
otherwise, the registrant has been advised that in the opinion of
the  Securities  and Exchange Commission such indemnification  is
against public policy  as  expressed  in  the  1933  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 of whether or not  such indemnification
by it is against public policy as expressed in  the  1933 Act and
will be governed by the final adjudication of such issue.


                             II-6

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 New York and State of New York on this
        day of October, 1996.


                                     CONTINENTAL HEALTH AFFILIATES,
                                     INC.

                                     By: /S/   JACK  ROSEN
                                         --------------------------
                                          Jack Rosen
                                          Chairman of the Board


                           POWER OF ATTORNEY

             Each  person whose signature appears below  appoints
each of Jack Rosen and  Benjamin Geizhals, his agent and attorney
in fact, with full power  of substitution, to execute for him and
in his name, in any and all capacities, all amendments, including
post-effective amendments, to the Registration Statement to which
this power of attorney is attached.

             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.

<TABLE>
<CAPTION>
        NAME                          TITLE                           DATE
        ----                          -----                           ----
<S>                      <C>                                      <C>
/s/ JACK ROSEN           Chairman of the Board, Director          October  29, 1996
-----------------------
Jack Rosen                 (Principal Executive Officer)

/s/ JOSEPH ROSEN         Director                                 October 29, 1996
-----------------------
Joseph Rosen

/s/ S. COLIN NEILL       Vice President (Principal                October 29, 1996
-----------------------
S. Colin Neill             Financial Officer)

/s/ ALLISON KURUS ALLEN  Principal Accounting Officer             October 29, 1996
-----------------------
Allison Kurus Allen

/s/ ISRAEL INGBERMAN     Director                                 October 29, 1996
-----------------------
Israel Ingberman

/s/ JOSEPH M. GIGLIO     Director                                 October 29, 1996
-----------------------
Joseph M. Giglio

/s/ CARL D. GLICKMAN     Director                                 October 29, 1996
-----------------------
Carl D. Glickman

/s/ BRUCE SLOVIN         Director                                 October 29, 1996
-----------------------
Bruce Slovin
</TABLE>

                                   S-1
PAGE
<PAGE>
                      [Rogers & Wells Letterhead]


                                                 October 29, 1996


Continental Health Affiliates, Inc.
910 Sylvan Avenue
Englewood Cliffs, New Jersey  07632

Dear Sirs:

             We  have  acted  as  counsel  to  Continental Health
Affiliates, Inc. (the "Company") in connection with  the proposed
issuance  of  up  to 400,000 shares (the "Shares") of the  Common
Stock, par value $.02  per  share,  of  the  Company  in a public
offering being registered under the Securities Act of 1933  in  a
registration   statement   on   Form   S-8   (the   "Registration
Statement").   In  that  capacity,  we  are  familiar  with   the
proceedings,  corporate  and other, relating to the authorization
of the issuance of the Shares.

             Based on the  foregoing,  and such other examination
of  law  and  fact as we have deemed necessary,  we  are  of  the
opinion  that  when   sold   as  described  in  the  Registration
Statement, the Shares will be legally issued, fully paid and non-
assessable.

             We consent to the  filing  of  this  opinion  as  an
exhibit to the Registration Statement.


                                              Very truly yours,

                                              ROGERS & WELLS


                              S-2

PAGE
<PAGE>
               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                         ---------------------


As  independent  public  accountants,  we  hereby  consent to the
incorporation by reference in this registration statement  of our
report  dated  September  27,  1996, included in the Form 10-K of
Continental Health Affiliates, Inc.  for  the  fiscal  year ended
June 30, 1996 and to all references to our Firm included  in this
registration statement.


                                            KPMG PEAT MARWICK LLP


New York, New York
October 29, 1996


                                S-3

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21351}]
{"company-data": {"conformed-name": "CONTINENTAL HEALTH AFFILIATES INC", "cik": "0000354761", "assigned-sic": "8051", "irs-number": "222362097", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15811", "film-number": "96657033"}, "business-address": {"street1": "900 SYLVAN AVE", "city": "ENGLEWOOD CLIFFS", "state": "NJ", "zip": "07632", "phone": "2015674600"}, "mail-address": {"street1": "900 SYLVAN AVENUE", "city": "ENGLEWOOD", "state": "NJ", "zip": "07632"}}
As filed with the Securities and Exchange Commission on November   , 1996.

                                            Registration No. 333-
==========================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

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

                             FORM S-8

                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                CONTINENTAL HEALTH AFFILIATES, INC.
      (Exact name of registrant as specified in its charter)

       Delaware                                            22-2362097
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

      910 Sylvan Avenue                                        07632
    Englewood Cliffs, N.J.                                   (Zip Code)
(Address of principal executive offices)

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

                          Benjamin Geizhals
                           General Counsel
                          910 Sylvan Avenue
                     Englewood Cliffs, N.J. 07632
                           (201) 567-4600
       (Name, address, including zip code and telephone number,
              including area code, of agent for service)

                              Copy to:

                       David W. Bernstein, Esq.
                           Rogers & Wells
                           200 Park Avenue
                       New York, New York 10166

                    CALCULATION OF REGISTRATION FEE
===============================================================================
TITLE OF SECURITIES  AMOUNT TO BE       PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
TO BE REGISTERED     REGISTERED         OFFERING PRICE PER  AGGREGATE OFFERING   REGISTRATION FEE
                                        SHARE(1)            PRICE
-------------------------------------------------------------------------------------------------
Common Stock,        400,000 shares     $1.56               $624,000.00          $216.00    
par value $.02 per
share
===============================================================================

(1)   Estimated  pursuant  to  Rule  457(c),  solely  for the purpose of
      calculating the registration fee, on the basis of  the  last  sale
      price  of  the  registrant's  Common Stock in the over the counter
      market on November   , 1996.
PAGE
PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to the requirements of  the  Note to Part I of Form
S-8 and Rule 428(b)(1) of the rules under the  Securities  Act of
1933, as amended, the information required by Part I of Form  S-8
is  included  in  a "Stock Option Description" dated October 1996
distributed to participants in the Continental Health Affiliates,
Inc. 1989 Key Employees  and Key Personnel Stock Option Plan (the
"Stock Option Plan").  The Stock Option Description dated October
1996,  together with Item 3  of  Part  II  of  this  Registration
Statement, constitute a Section 10(a) Prospectus.

PAGE
PROSPECTUS FOR RESALES

     The material which follows, up to but not including the page
beginning  Part  II of this Registration Statement, constitutes a
prospectus, prepared  on  Form  S-3,  in  accordance with General
Instruction C to Form S-8, to be used in connection  with resales
of  securities  acquired under the Continental Health Affiliates,
Inc.  Stock Option  Plan  by  affiliates  of  Continental  Health
Affiliates, Inc., as defined in Rule 405 under the Securities Act
of 1933, as amended.

PAGE
PROSPECTUS

           CONTINENTAL HEALTH AFFILIATES, INC.

                      COMMON STOCK

     This  Prospectus  relates  to  shares  of  Common  Stock  of
Continental  Health Affiliates, Inc. (the "Company") which may be
offered from time  to  time  by  the  people named under "Selling
Security  Holders"  in  the over the counter  market,  where  the
Company's Common Stock currently  is  traded,  or  on  securities
exchanges,  through  automated  quotation  systems  or  in  other
markets  where  the  Common Stock may be traded, or in negotiated
transactions,  at  prices   and  on  terms  then  available.  The
respective Selling Security Holders  will  pay any brokerage fees
or commissions relating to sales by them.  See  "Method of Sale."
The  Company  will receive no part of the proceeds  of  any  such
sales. The principal  executive  office of the Company is located
at  910  Sylvan  Avenue,  Englewood  Cliffs,   New  Jersey  07632
(Telephone No. (201) 567-4600).

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
           BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
              THE COMMISSION PASSED UPON THE ACCURACY OR
                   ADEQUACY OF THIS PROSPECTUS. ANY
                    REPRESENTATION TO THE CONTRARY
                        IS A CRIMINAL OFFENSE.

     The  expenses  of  preparing  and  filing  the  Registration
Statement of which this Prospectus is a part are being  borne  by
the Company.

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

            The date of this Prospectus is October 29, 1996

PAGE
TABLE OF CONTENTS

Available Information...........................................2
Incorporation by Reference......................................2
Selling Security Holders........................................2
Method of Sale..................................................3
SEC Position Regarding Indemnification..........................3

                         AVAILABLE INFORMATION

             The   Company   is   subject  to  the  informational
requirements  of the Securities Exchange  Act  of  1934,  and  in
accordance with that Act files reports and other information with
the  Securities  and  Exchange  Commission.  All  reports,  proxy
statements  and  other  information filed with the Securities and
Exchange Commission by the Company can be inspected and copied at
the public reference facilities  maintained  by the Commission at
450  Fifth  Street,  N.W.,  Washington, D.C. 20549,  and  at  the
following Regional Offices of  the  Commission:   7  World  Trade
Center,  New  York,  New  York 10048 and 500 West Madison Street,
Suite  1400,  Chicago,  Illinois   60661-2511.   Copies  of  that
material can also be obtained from the  Public  Reference Section
of  the  Commission  at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.

                      INCORPORATION BY REFERENCE

             The Company  incorporates  by  reference  into  this
Prospectus  (a)  the Company's Annual Report on Form 10-K for the
year ended June 30,  1996, (b) all documents filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since June 30,  1996,  and  (c)   the  description of the
Company's  Common  Stock  included in its registration  statement
under Section 12 of the Securities  Exchange Act of 1934 relating
to the Common Stock, including any amendment  or report filed for
the   purpose  of  updating  that  description.   All   documents
subsequently  filed  by  the  Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment which indicates that
all securities offered have been sold  or  which  deregisters all
securities   then   remaining  unsold,  will  be  deemed  to   be
incorporated by reference  in  this Registration Statement and to
be part of it from the date of filing  such documents.  Copies of
all  documents  which  are  incorporated  by  reference  will  be
provided  without  charge  to anyone to whom this  prospectus  is
delivered upon a written or  oral  request  to Continental Health
Affiliates,  Inc.,  910  Sylvan  Avenue, Englewood  Cliffs,  N.J.
07632, Attention: Benjamin Geizhals,  telephone number (201) 567-
4600.

                       SELLING SECURITY HOLDERS

             This  Prospectus  relates  to   possible   sales  by
officers  and directors of the Company of shares of Common  Stock
purchased by them through the exercise of options granted to them
under the Company's  1989  Key  Employees and Key Personnel Stock
Option  Plan  (the  "Stock Option Plan").   The  names  of  those
Selling Securities Holders  are  not known by the Company at this
time and will be provided by the Company,  along  with the number
of shares of Common Stock owned by each of them and the number of
shares to be resold, in a supplement to this Prospectus  pursuant
to General Instruction C(3) to Form S-8 and Rule 424(b) under the
Securities Act of 1933.

                                II-2

PAGE
METHOD OF SALE

             The Company anticipates that any sales of the shares
offered  by  this Prospectus by Selling Security Holders will  be
made to the public  in  the  over  the  counter  market where the
Company's  Common  Stock  currently  is  traded  or on securities
exchanges,  through  automated  quotation  systems  or  in  other
markets  where  the Company's Common Stock may be traded,  or  in
negotiated transactions.  The Company anticipates that sales will
be  at  prices current when the  sales  take  place.   Sales  may
involve payment  of  brokers'  commissions  by  Selling  Security
Holders.  There is no present plan of distribution.

                SEC POSITION REGARDING INDEMNIFICATION

             The Company's by-laws provide for indemnification of
officers and directors.

             Insofar  as  indemnification for liabilities arising
under the Securities Act of 1933 might be permitted to directors,
officers or persons controlling  the Company under the provisions
described  above,  the  Company has been  informed  that  in  the
opinion  of  the  Securities   and   Exchange   Commission   such
indemnification is against public policy as expressed in that Act
and is therefore unenforceable.

                               II-3

PAGE
PART II

                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT

Item 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The   following   documents   are   incorporated  by
reference in this Registration Statement:

             (a)  The  Annual   Report   of  Continental   Health
Affiliates, Inc. (the "Company") on Form 10-K  for the year ended
June 30, 1996.

             (b)  All documents filed by the Company  pursuant to
Section  13(a)  or  15(d)  of the Securities Exchange Act of 1934
since June 30, 1996.

             (c)  The description  of  the Company's Common Stock
included in its registration statement under  Section  12  of the
Securities  Exchange  Act  of  1934 relating to the Common Stock,
including  any  amendment or report  filed  for  the  purpose  of
updating that description.

             All  documents  subsequently  filed  by  the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act  of  1934,  prior to the filing of a post-effective
amendment which indicates that  all  securities offered have been
sold or which deregisters all securities  then  remaining unsold,
will   be  deemed  to  be  incorporated  by  reference  in   this
Registration  Statement  and  to  be  part of it from the date of
filing such documents.

Item 4.      DESCRIPTION OF SECURITIES.

             Not applicable.

Item 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             Not applicable.

Item 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Section  145  of  the  General  Corporation  Law  of
Delaware gives Delaware corporations  broad  powers  to indemnify
their  present  and  former  directors and officers and those  of
affiliated corporations.  That  indemnification  is not exclusive
of  any other rights to which those indemnified may  be  entitled
under any by-laws, agreement, vote of stockholders or otherwise.

             Article VII of  the  by-laws  of  the Company makes
mandatory  the  indemnification  expressly authorized  under  the
Delaware General Corporation Law.

                                II-4
The Company has purchased  insurance  which  insures
officers  and directors of the Company against loss arising  from
claims by reason  of  their  legal liability for acts as officers
and directors.

Item 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

Item 8.      EXHIBITS.

                 The  following   documents  are  filed  with  or
incorporated by reference in this Registration Statement:

          5  Opinion Regarding Legality

          23    Consents of Experts and Counsel

               (i)  Rogers & Wells (counsel)

               (ii)  KPMG Peat Marwick  LLP  (independent  public
               accountants)

          25 Powers of Attorney-included on signature pages

Item 9.   UNDERTAKINGS.

          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  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.

             (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.

             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 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.

                                II-5
Insofar  as  indemnification for liabilities arising
under the Securities Act of  1933,  as  amended, (the "1933 Act")
may be permitted to directors, officers and  controlling  persons
of  the  registrant  pursuant  to  the  foregoing  provisions, or
otherwise, the registrant has been advised that in the opinion of
the  Securities  and Exchange Commission such indemnification  is
against public policy  as  expressed  in  the  1933  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 of whether or not  such indemnification
by it is against public policy as expressed in  the  1933 Act and
will be governed by the final adjudication of such issue.

                             II-6

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 New York and State of New York on this
        day of October, 1996.

                                     CONTINENTAL HEALTH AFFILIATES,
                                     INC.

                                     By: /S/   JACK  ROSEN
                                         --------------------------
                                          Jack Rosen
                                          Chairman of the Board

                           POWER OF ATTORNEY

             Each  person whose signature appears below  appoints
each of Jack Rosen and  Benjamin Geizhals, his agent and attorney
in fact, with full power  of substitution, to execute for him and
in his name, in any and all capacities, all amendments, including
post-effective amendments, to the Registration Statement to which
this power of attorney is attached.

             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.
NAME                          TITLE                           DATE
        ----                          -----                           ----
/s/ JACK ROSEN           Chairman of the Board, Director          October  29, 1996
-----------------------
Jack Rosen                 (Principal Executive Officer)

/s/ JOSEPH ROSEN         Director                                 October 29, 1996
-----------------------
Joseph Rosen

/s/ S. COLIN NEILL       Vice President (Principal                October 29, 1996
-----------------------
S. Colin Neill             Financial Officer)

/s/ ALLISON KURUS ALLEN  Principal Accounting Officer             October 29, 1996
-----------------------
Allison Kurus Allen

/s/ ISRAEL INGBERMAN     Director                                 October 29, 1996
-----------------------
Israel Ingberman

/s/ JOSEPH M. GIGLIO     Director                                 October 29, 1996
-----------------------
Joseph M. Giglio

/s/ CARL D. GLICKMAN     Director                                 October 29, 1996
-----------------------
Carl D. Glickman

/s/ BRUCE SLOVIN         Director                                 October 29, 1996
-----------------------
Bruce Slovin
S-1
PAGE
[Rogers & Wells Letterhead]

                                                 October 29, 1996

Continental Health Affiliates, Inc.
910 Sylvan Avenue
Englewood Cliffs, New Jersey  07632

Dear Sirs:

             We  have  acted  as  counsel  to  Continental Health
Affiliates, Inc. (the "Company") in connection with  the proposed
issuance  of  up  to 400,000 shares (the "Shares") of the  Common
Stock, par value $.02  per  share,  of  the  Company  in a public
offering being registered under the Securities Act of 1933  in  a
registration   statement   on   Form   S-8   (the   "Registration
Statement").   In  that  capacity,  we  are  familiar  with   the
proceedings,  corporate  and other, relating to the authorization
of the issuance of the Shares.

             Based on the  foregoing,  and such other examination
of  law  and  fact as we have deemed necessary,  we  are  of  the
opinion  that  when   sold   as  described  in  the  Registration
Statement, the Shares will be legally issued, fully paid and non-
assessable.

             We consent to the  filing  of  this  opinion  as  an
exhibit to the Registration Statement.

                                              Very truly yours,

                                              ROGERS & WELLS

                              S-2

PAGE
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                         ---------------------

As  independent  public  accountants,  we  hereby  consent to the
incorporation by reference in this registration statement  of our
report  dated  September  27,  1996, included in the Form 10-K of
Continental Health Affiliates, Inc.  for  the  fiscal  year ended
June 30, 1996 and to all references to our Firm included  in this
registration statement.

                                            KPMG PEAT MARWICK LLP

New York, New York
October 29, 1996

                                S-3