As filed with the Securities and Exchange Commission on March 29, 2000
                                          Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

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

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


                       Mid Atlantic Medical Services, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                         52-1481661
------------------------------                        ------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                                 4 Taft Court
                            Rockville, Maryland 20850
             ---------------------------------------------------
             (Address of principal executive offices) (zip code)

                     2000 Non-Qualified Stock Option Plan
                     ------------------------------------
                             (Full title of plan)

                               Sharon C. Pavlos
                     Mid Atlantic Medical Services, Inc.
                                 4 Taft Court
                          Rockville, Maryland 20850
                   ---------------------------------------
                   (Name and address of agent for service)

                                (301) 251-4075
        -------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                                   Copy to:
                              Cary J. Meer, Esq.
                          Kirkpatrick & Lockhart LLP
                       1800 Massachusetts Avenue, N.W.
                                 Second Floor
                         Washington, D.C. 20036-1800


<PAGE>


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

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

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

Options (2)              2,000,000

Common stock,
par value $0.01
per share                2,000,000 shares $9.375             $18,750,000               $4,950
</TABLE>



(1)   Inserted  solely for the purpose of  calculating  the  registration  fee
      pursuant  to Rule  457(h).  The fee is  calculated  on the  basis of the
      average  of the high and low sales  prices for the  Registrant's  Common
      Stock  reported  on The  New  York  Stock  Exchange,  Inc.  consolidated
      reporting system on March 24, 2000.

(2)   The options to be  registered  hereunder  are to be  distributed  by the
      Registrant for no value.  Accordingly,  no separate  registration fee is
      required.


                                     -2-
<PAGE>


                                   PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by Mid Atlantic Medical Services,  Inc. (the
"Company") are incorporated by reference into this Registration Statement:

            (a)   The  Company's  Annual  Report  on Form  10-K  for the
      fiscal year ended  December 31, 1999 filed  pursuant to Section 13
      of the  Securities  Exchange  Act of 1934,  as amended  ("Exchange
      Act");

            (b) All  other  reports  filed by the  Company  pursuant  to
      Section  13(a) or 15(d) of the  Exchange  Act since the end of the
      fiscal year covered by the Annual  Report on Form 10-K referred to
      in (a) above; and

            (c)   The   description   of  the  Company's   common  stock
      contained in the  Registration  Statement filed September 12, 1994
      Form 8-A (Registration No. 1-13340).

      All documents  subsequently  filed by the Company with the  Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the prospectus relating to the 2000 Non-Qualified Stock Option Plan (the
"Plan") that meets the  requirements  of Section 10(a) of the  Securities Act of
1933, as amended ("Securities Act").

ITEM 4.           DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under the Delaware General  Corporation Law, the Company's  Certificate of
Incorporation  and its By-Laws,  the Company has broad power to  indemnify,  and
under certain circumstances is required to indemnify, its directors and officers


                                      -3-
<PAGE>


against  liabilities  that they may incur while serving as directors or officers
of the Company,  including liabilities arising under the Securities Act. Insofar
as  indemnification  for  liabilities  arising under the  Securities  Act may be
permitted  pursuant to the foregoing  provisions,  the Company has been informed
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. The Company
also  maintains an insurance  policy for  directors  and officers  insuring them
against  certain  liabilities  incurred  by them in the  performances  of  their
duties, including liabilities under the Securities Act.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.           EXHIBITS.

      The following are filed herewith as part of this Registration Statement:

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

        5.1         Opinion of  Kirkpatrick & Lockhart LLP as to the legality of
                    the securities being registered

       23.1         Consent of Ernst & Young LLP

       23.2         The  consent of  Kirkpatrick  &  Lockhart  LLP to the use of
                    their opinion as an exhibit to this  Registration  Statement
                    is included in their opinion filed herewith as Exhibit 5.1

       24           Power of Attorney (see page 6)

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.
            Notwithstanding the foregoing,  any increase or decrease in volume
            of  securities  offered (if the total dollar  value of  securities
            offered  would  not  exceed  that  which was  registered)  and any
            deviation  from  the  low or  high  end of the  estimated  maximum


                                      -4-
<PAGE>


            offering  range may be reflected in the form of  prospectus  filed
            with the Commission  pursuant to Rule 424(b) if, in the aggregate,
            the  changes  in  volume  and price  represent  no more than a 20%
            change in the maximum  aggregate  offering  price set forth in the
            "Calculation   of   Registration   Fee"  table  in  the  effective
            Registration Statement;

               (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 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 purposes 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 Section 15(d) of
the Securities  Exchange Act of 1934 that is incorporated by reference in this
Registration  Statement  shall be  deemed to be a new  registration  statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to be the initial bona fide  offering
thereof.

      (h)   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, 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  Rockville,  State of Maryland,  on this 15th day of
February, 2000.

                                    MID ATLANTIC MEDICAL SERVICES, INC.


                                    By:   /s/ Thomas P. Barbera
                                          ---------------------
                                          Thomas P. Barbera,
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Thomas P. Barbera,  Mark D. Groban, M.D.,
Robert E. Foss or Sharon C. Pavlos his or her  attorney-in-fact,  with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

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

<TABLE>
<CAPTION>
<S>                                     <C>                        <C>

Signature                               Title                      Date

/s/ Thomas P. Barbera                   Director, President and    February 15, 2000
---------------------                   Chief Executive Officer
Thomas P. Barbera                       (Principal Executive
                                        Officer)


/s/ Francis C. Bruno, M.D.              Director                   February 15, 2000
-------------------------
Francis C. Bruno, M.D.


-----------------------                 Director                   February __, 2000
John H. Cook, III, M.D.

/s/ Raymond H. Cypess, D.V.M., Ph.D.    Director                   February 15, 2000
-----------------------------------
Raymond H. Cypess, D.V.M., Ph.D.
</TABLE>


                                      -6-
<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>                        <C>

--------------------------              Director, Senior           February __, 2000
Robert E. Foss                          Executive Vice President
                                        and Chief Financial
                                        Officer (Principal
                                        Financial Officer)


/s/ Mark D. Groban, M.D.                Director and Chairman of   February 15, 2000
--------------------------              the Board
Mark D. Groban, M.D.


/s/ John P. Mamana, M.D.                Director                   February 15, 2000
--------------------------
John P. Mamana, M.D.


/s/ William M. Mayer, M.D.              Director                   February 15, 2000
--------------------------
William M. Mayer, M.D.


/s/ Edward J. Muhl                      Director                   February 15, 2000
--------------------------
Edward J. Muhl


/s/ Gretchen P. Murdza                  Director                   February 15, 2000
--------------------------
Gretchen P. Murdza


/s/ Christopher E. Mackail              Senior Vice President      February 15, 2000
--------------------------              and Controller
Christopher E. Mackail                  (Principal Accounting
                                        Officer)


/s/ Janet L. Norwood                    Director                   February 15, 2000
--------------------------
Janet L. Norwood


/s/ John A. Paganelli                   Director                   February 15, 2000
--------------------------
John A. Paganelli


--------------------------              Director                   February __, 2000
Ivan R. Sabel


/s/ James A. Wild                       Director                   February 15, 2000
--------------------------
James A. Wild
</TABLE>


                                      -7-
<PAGE>


                                  EXHIBIT INDEX

      The  following  exhibits are filed  herewith as part of this  Registration
Statement:

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

5.1                  Opinion of  Kirkpatrick  & Lockhart  LLP as to
                     the   legality   of   the   securities   being
                     registered

23.1                 Consent of Ernst & Young LLP

23.2                 The consent of  Kirkpatrick  & Lockhart LLP to
                     the use of  their  opinion  as an  exhibit  to
                     this  Registration  Statement  is  included in
                     their opinion filed herewith as
                     Exhibit 5.1

24                   Power of Attorney (see page 6)


                                      -8-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17972}]
{"company-data": {"conformed-name": "MID ATLANTIC MEDICAL SERVICES INC", "cik": "0000805037", "assigned-sic": "6324", "irs-number": "521481661", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33524", "film-number": "583417"}, "business-address": {"street1": "4 TAFT COURT", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3012945140"}, "mail-address": {"street1": "4 TAFT COURT", "street2": "4 TAFT COURT", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
As filed with the Securities and Exchange Commission on March 29, 2000
                                          Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

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

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

                       Mid Atlantic Medical Services, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                         52-1481661
------------------------------                        ------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                                 4 Taft Court
                            Rockville, Maryland 20850
             ---------------------------------------------------
             (Address of principal executive offices) (zip code)

                     2000 Non-Qualified Stock Option Plan
                     ------------------------------------
                             (Full title of plan)

                               Sharon C. Pavlos
                     Mid Atlantic Medical Services, Inc.
                                 4 Taft Court
                          Rockville, Maryland 20850
                   ---------------------------------------
                   (Name and address of agent for service)

                                (301) 251-4075
        -------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                                   Copy to:
                              Cary J. Meer, Esq.
                          Kirkpatrick & Lockhart LLP
                       1800 Massachusetts Avenue, N.W.
                                 Second Floor
                         Washington, D.C. 20036-1800
CALCULATION OF REGISTRATION FEE
Proposed
                                          Proposed maximum    maximum                  Amount of
Title of securities      Amount to be     offering price      aggregate offering       registration
to be registered         registered       per share(1)        price(1)                 fee
----------------         ------------     ----------------    ------------------       ------------

Options (2)              2,000,000

Common stock,
par value $0.01
per share                2,000,000 shares $9.375             $18,750,000               $4,950
(1)   Inserted  solely for the purpose of  calculating  the  registration  fee
      pursuant  to Rule  457(h).  The fee is  calculated  on the  basis of the
      average  of the high and low sales  prices for the  Registrant's  Common
      Stock  reported  on The  New  York  Stock  Exchange,  Inc.  consolidated
      reporting system on March 24, 2000.

(2)   The options to be  registered  hereunder  are to be  distributed  by the
      Registrant for no value.  Accordingly,  no separate  registration fee is
      required.

                                     -2-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by Mid Atlantic Medical Services,  Inc. (the
"Company") are incorporated by reference into this Registration Statement:

            (a)   The  Company's  Annual  Report  on Form  10-K  for the
      fiscal year ended  December 31, 1999 filed  pursuant to Section 13
      of the  Securities  Exchange  Act of 1934,  as amended  ("Exchange
      Act");

            (b) All  other  reports  filed by the  Company  pursuant  to
      Section  13(a) or 15(d) of the  Exchange  Act since the end of the
      fiscal year covered by the Annual  Report on Form 10-K referred to
      in (a) above; and

            (c)   The   description   of  the  Company's   common  stock
      contained in the  Registration  Statement filed September 12, 1994
      Form 8-A (Registration No. 1-13340).

      All documents  subsequently  filed by the Company with the  Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the prospectus relating to the 2000 Non-Qualified Stock Option Plan (the
"Plan") that meets the  requirements  of Section 10(a) of the  Securities Act of
1933, as amended ("Securities Act").

ITEM 4.           DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under the Delaware General  Corporation Law, the Company's  Certificate of
Incorporation  and its By-Laws,  the Company has broad power to  indemnify,  and
under certain circumstances is required to indemnify, its directors and officers

                                      -3-
against  liabilities  that they may incur while serving as directors or officers
of the Company,  including liabilities arising under the Securities Act. Insofar
as  indemnification  for  liabilities  arising under the  Securities  Act may be
permitted  pursuant to the foregoing  provisions,  the Company has been informed
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. The Company
also  maintains an insurance  policy for  directors  and officers  insuring them
against  certain  liabilities  incurred  by them in the  performances  of  their
duties, including liabilities under the Securities Act.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.           EXHIBITS.

      The following are filed herewith as part of this Registration Statement:

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

        5.1         Opinion of  Kirkpatrick & Lockhart LLP as to the legality of
                    the securities being registered

       23.1         Consent of Ernst & Young LLP

       23.2         The  consent of  Kirkpatrick  &  Lockhart  LLP to the use of
                    their opinion as an exhibit to this  Registration  Statement
                    is included in their opinion filed herewith as Exhibit 5.1

       24           Power of Attorney (see page 6)

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.
            Notwithstanding the foregoing,  any increase or decrease in volume
            of  securities  offered (if the total dollar  value of  securities
            offered  would  not  exceed  that  which was  registered)  and any
            deviation  from  the  low or  high  end of the  estimated  maximum

                                      -4-
offering  range may be reflected in the form of  prospectus  filed
            with the Commission  pursuant to Rule 424(b) if, in the aggregate,
            the  changes  in  volume  and price  represent  no more than a 20%
            change in the maximum  aggregate  offering  price set forth in the
            "Calculation   of   Registration   Fee"  table  in  the  effective
            Registration Statement;

               (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 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 purposes 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 Section 15(d) of
the Securities  Exchange Act of 1934 that is incorporated by reference in this
Registration  Statement  shall be  deemed to be a new  registration  statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to be the initial bona fide  offering
thereof.

      (h)   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, 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  Rockville,  State of Maryland,  on this 15th day of
February, 2000.

                                    MID ATLANTIC MEDICAL SERVICES, INC.

                                    By:   /s/ Thomas P. Barbera
                                          ---------------------
                                          Thomas P. Barbera,
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Thomas P. Barbera,  Mark D. Groban, M.D.,
Robert E. Foss or Sharon C. Pavlos his or her  attorney-in-fact,  with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                               Title                      Date

/s/ Thomas P. Barbera                   Director, President and    February 15, 2000
---------------------                   Chief Executive Officer
Thomas P. Barbera                       (Principal Executive
                                        Officer)

/s/ Francis C. Bruno, M.D.              Director                   February 15, 2000
-------------------------
Francis C. Bruno, M.D.

-----------------------                 Director                   February __, 2000
John H. Cook, III, M.D.

/s/ Raymond H. Cypess, D.V.M., Ph.D.    Director                   February 15, 2000
-----------------------------------
Raymond H. Cypess, D.V.M., Ph.D.
-6-
--------------------------              Director, Senior           February __, 2000
Robert E. Foss                          Executive Vice President
                                        and Chief Financial
                                        Officer (Principal
                                        Financial Officer)

/s/ Mark D. Groban, M.D.                Director and Chairman of   February 15, 2000
--------------------------              the Board
Mark D. Groban, M.D.

/s/ John P. Mamana, M.D.                Director                   February 15, 2000
--------------------------
John P. Mamana, M.D.

/s/ William M. Mayer, M.D.              Director                   February 15, 2000
--------------------------
William M. Mayer, M.D.

/s/ Edward J. Muhl                      Director                   February 15, 2000
--------------------------
Edward J. Muhl

/s/ Gretchen P. Murdza                  Director                   February 15, 2000
--------------------------
Gretchen P. Murdza

/s/ Christopher E. Mackail              Senior Vice President      February 15, 2000
--------------------------              and Controller
Christopher E. Mackail                  (Principal Accounting
                                        Officer)

/s/ Janet L. Norwood                    Director                   February 15, 2000
--------------------------
Janet L. Norwood

/s/ John A. Paganelli                   Director                   February 15, 2000
--------------------------
John A. Paganelli

--------------------------              Director                   February __, 2000
Ivan R. Sabel

/s/ James A. Wild                       Director                   February 15, 2000
--------------------------
James A. Wild
-7-
EXHIBIT INDEX

      The  following  exhibits are filed  herewith as part of this  Registration
Statement:

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

5.1                  Opinion of  Kirkpatrick  & Lockhart  LLP as to
                     the   legality   of   the   securities   being
                     registered

23.1                 Consent of Ernst & Young LLP

23.2                 The consent of  Kirkpatrick  & Lockhart LLP to
                     the use of  their  opinion  as an  exhibit  to
                     this  Registration  Statement  is  included in
                     their opinion filed herewith as
                     Exhibit 5.1

24                   Power of Attorney (see page 6)

                                      -8-