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

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

                              EMCARE HOLDINGS INC.
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware         1717 Main Street, Suite 5200           13-3645287
     (State or Other           Dallas, Texas 75201            (I.R.S. Employer
     Jurisdiction of              (214) 712-2000             Identification No.)
     Incorporation or
      Organization)       (Address of Principal Executive
                            Offices Including Zip Code)
                            ---------------------------


                              EMCARE HOLDINGS INC.
                      AMENDED AND RESTATED STOCK OPTION AND
                         RESTRICTED STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                            ------------------------

                             Robert F. Anderson, II
        Chief Financial Officer, Senior Vice President, Treasurer, and Secretary
                              EmCare Holdings Inc.
                          1717 Main Street, Suite 5200
                               Dallas, Texas 75201
                     (Name and Address of Agent For Service)
                     ---------------------------------------

                                 (214) 712-2000
          (Telephone Number, Including Area Code, of Agent For Service)

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

  Title of
 Securities                 Proposed Maximum  Proposed Maximum
   to be      Amount to be   Offering Price       Aggregate         Amount of
 Registered    Registered       Per Share      Offering Price   Registration Fee
- ------------- ------------ ------------------ ----------------- ----------------
- ------------- ------------ ------------------ ----------------- ----------------
Common Stock,
    par
 value $.01
  per share   2,000,000(1)     $25.375(2)      $50,750,000(2)       $17,500
- ------------- ------------ ------------------ ----------------- ----------------

In  addition,  pursuant  to Rule 416(c)  under the  Securities  Act of 1933,  as
amended (the  "Securities  Act") this  Registration  Statement on Form S-8 (this
"Registration Statement") also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee  benefit plan described  herein.(3) 
(1)   This  Registration  Statement  registers  the  issuance  or  transfer  of:
      (i) 2,000,000  shares of the common  stock,  par value $.01 per share (the
      "Shares") of EmCare Holdings Inc., a Delaware corporation ("the Company"),
      presently reserved for issuance under the EmCare Holdings Inc. Amended and
      Restated Stock Option and Restricted  Stock Purchase Plan, as amended (the
      "Plan"),  (ii) additional  Shares that become  available under the Plan in
      connection  with  certain  changes  in the  number of  outstanding  Shares
      because of such things as  recapitalizations,  stock dividends,  and stock
      splits,  and  (iii)  any  other  securities  with  respect  to  which  the
      outstanding Shares are converted or exchanged.  The Company has previously
      registered the issuance or transfer of an aggregate of 1,250,000 shares of
      common stock, par value $.01 per share issuable under the Plan. On May 16,
      1996, the shareholders of the Company voted to approve an amendment to the
      Plan which  makes the  Shares  issuable  thereunder  (in  addition  to the
      previously registered 1,250,000 shares).
(2)   Pursuant to Paragraphs (c) and (h) of Rule 457 under the  Securities  Act,
      the Company has determined the proposed  maximum  offering price per Share
      (solely  for the  purpose of  calculating  the  filing  fee  herein) to be
      $25.375.  This price is the  average of the the high and low prices of the
      Company's  common stock on September 24, 1996, a date which is within five
      business days before the filing of this Registration  Statement.  Pursuant
      to  Paragraph  (h) of Rule  457,  the  Company  does  not  owe a  separate
      registration fee with respect to the Plan interests.
(3)   These Plan  interests may include  awards of restricted  stock,  incentive
      stock options, and non-qualified stock options.

================================================================================


                                       1
<PAGE>



                  This Registration Statement registers additional securities of
the same  class as other  securities  for which  Registration  Statement  Number
33-95684  on Form S-8 as  filed  with  the  Commission  on  August  10,  1995 is
currently effective. Pursuant to General Instruction E to Form S-8, the contents
of the  registration  statement  described  above  are  hereby  incorporated  by
reference herein. Any statement  contained in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained in this Registration  Statement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or replaces such statement.

                  For administrative  convenience,  this Registration  Statement
registers the issuance of all of the additional  2,000,000  Shares available for
issuance  under the  Plan.  As the Plan may  permit  the  issuance  of Shares to
ineligible  individuals under General Instruction A(1) to Form S-8, however, the
issuance of any Shares to such individuals  shall be deemed not to be covered by
this Registration Statement. To the extent that the Company may not register the
issuance of Shares  pursuant to the exercise of stock options  vested before the
filing  of  this  Registration   Statement  with  the  Securities  and  Exchange
Commission (the "Commission"),  this Registration Statement shall also be deemed
not to cover the issuance of such Shares.


Item 8.  Exhibits.

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

            4.1          EmCare Holdings Inc.  Amended and Restated Stock Option
                         and Restricted  Stock Purchase Plan.


            5.1          Opinion of Gibson, Dunn & Crutcher LLP.

           23.1          Consent  of  Gibson,  Dunn &  Crutcher LLP (included in
                         Exhibit No. 5.1)

           23.2          Consent of Ernst & Young LLP.


                                    SIGNATURES

                  Pursuant  to the  requirements  of  the  Securities  Act,  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  Dallas,  State  of  Texas,  on this  27th  day of
September, 1996.

                              EMCARE HOLDINGS INC.



                                            By:      /s/ Robert F. Anderson, II
                                            Name:    Robert F. Anderson, II
                                            Title:   Chief Financial Officer,
                                                     Senior Vice President,
                                                     Treasurer, and Secretary

                      [SIGNATURES CONTINUED ON THE NEXT PAGE]




                                       2
<PAGE>




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


  Name and Signature                     Title                      Date
  ------------------                     -----                      ----



/s/ Andrew G. Buck              Chief Accounting Officer and  September 27, 1996
- ----------------------------      Vice President
ANDREW G. BUCK


/s/ Robert F. Anderson, II      Chief Financial Officer,      September 27, 1996
- ----------------------------      Senior Vice President,
ROBERT F. ANDERSON, II            Treasurer, and Secretary


/s/ Terry Hartshorn             Director                      September 27, 1996
- -----------------------------
TERRY HARTSHORN


/s/ James T. Kelly              Director                      September 27, 1996
- -----------------------------
JAMES T. KELLY


/s/ William F. Miller, III      President, Chief Operating    September 27, 1996
- -----------------------------     Officer, and Director
WILLIAM F. MILLER, III


/s/ Andrew M. Paul              Director                      September 27, 1996
- ------------------------------
ANDREW M. PAUL


/s/ Leonard M. Riggs, Jr., M.D.  Chairman of the Board,       September 27, 1996
- -------------------------------    Chief Executive Officer,
LEONARD M. RIGGS, JR., M.D.        and Director



/s/ Richard H. Stowe             Director                     September 27, 1996
- -------------------------------
RICHARD H. STOWE



                                       3
<PAGE>







                               EXHIBIT INDEX


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

  4.1        EmCare Holdings Inc. Amended and Restated Stock Option
                  and Restricted Stock Purchase Plan.....................     5

  5.1        Opinion of Gibson, Dunn & Crutcher LLP......................    21

 23.1        Consent of Gibson, Dunn & Crutcher LLP
             (included in Exhibit No. 5.1)...............................   N/A

 23.2        Consent of Ernst & Young LLP................................    23


                                       4
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF 2,000,000 SHARES OF COMMON STOCK", "secsgml_size_bytes": 10440}]
{"company-data": {"conformed-name": "EMCARE HOLDINGS INC", "cik": "0000900083", "assigned-sic": "7363", "irs-number": "133645287", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12965", "film-number": "96636379"}, "business-address": {"street1": "1717 MAIN STREET", "street2": "SUITE 5200", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2147122000"}, "mail-address": {"street1": "1717 MAIN ST", "street2": "STE 5200", "city": "DALLAS", "state": "TX", "zip": "75201"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              EMCARE HOLDINGS INC.
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware         1717 Main Street, Suite 5200           13-3645287
     (State or Other           Dallas, Texas 75201            (I.R.S. Employer
     Jurisdiction of              (214) 712-2000             Identification No.)
     Incorporation or
      Organization)       (Address of Principal Executive
                            Offices Including Zip Code)
                            ---------------------------

                              EMCARE HOLDINGS INC.
                      AMENDED AND RESTATED STOCK OPTION AND
                         RESTRICTED STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                            ------------------------

                             Robert F. Anderson, II
        Chief Financial Officer, Senior Vice President, Treasurer, and Secretary
                              EmCare Holdings Inc.
                          1717 Main Street, Suite 5200
                               Dallas, Texas 75201
                     (Name and Address of Agent For Service)
                     ---------------------------------------

                                 (214) 712-2000
          (Telephone Number, Including Area Code, of Agent For Service)

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

  Title of
 Securities                 Proposed Maximum  Proposed Maximum
   to be      Amount to be   Offering Price       Aggregate         Amount of
 Registered    Registered       Per Share      Offering Price   Registration Fee
- ------------- ------------ ------------------ ----------------- ----------------
- ------------- ------------ ------------------ ----------------- ----------------
Common Stock,
    par
 value $.01
  per share   2,000,000(1)     $25.375(2)      $50,750,000(2)       $17,500
- ------------- ------------ ------------------ ----------------- ----------------

In  addition,  pursuant  to Rule 416(c)  under the  Securities  Act of 1933,  as
amended (the  "Securities  Act") this  Registration  Statement on Form S-8 (this
"Registration Statement") also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee  benefit plan described  herein.(3) 
(1)   This  Registration  Statement  registers  the  issuance  or  transfer  of:
      (i) 2,000,000  shares of the common  stock,  par value $.01 per share (the
      "Shares") of EmCare Holdings Inc., a Delaware corporation ("the Company"),
      presently reserved for issuance under the EmCare Holdings Inc. Amended and
      Restated Stock Option and Restricted  Stock Purchase Plan, as amended (the
      "Plan"),  (ii) additional  Shares that become  available under the Plan in
      connection  with  certain  changes  in the  number of  outstanding  Shares
      because of such things as  recapitalizations,  stock dividends,  and stock
      splits,  and  (iii)  any  other  securities  with  respect  to  which  the
      outstanding Shares are converted or exchanged.  The Company has previously
      registered the issuance or transfer of an aggregate of 1,250,000 shares of
      common stock, par value $.01 per share issuable under the Plan. On May 16,
      1996, the shareholders of the Company voted to approve an amendment to the
      Plan which  makes the  Shares  issuable  thereunder  (in  addition  to the
      previously registered 1,250,000 shares).
(2)   Pursuant to Paragraphs (c) and (h) of Rule 457 under the  Securities  Act,
      the Company has determined the proposed  maximum  offering price per Share
      (solely  for the  purpose of  calculating  the  filing  fee  herein) to be
      $25.375.  This price is the  average of the the high and low prices of the
      Company's  common stock on September 24, 1996, a date which is within five
      business days before the filing of this Registration  Statement.  Pursuant
      to  Paragraph  (h) of Rule  457,  the  Company  does  not  owe a  separate
      registration fee with respect to the Plan interests.
(3)   These Plan  interests may include  awards of restricted  stock,  incentive
      stock options, and non-qualified stock options.

================================================================================

                                       1
This Registration Statement registers additional securities of
the same  class as other  securities  for which  Registration  Statement  Number
33-95684  on Form S-8 as  filed  with  the  Commission  on  August  10,  1995 is
currently effective. Pursuant to General Instruction E to Form S-8, the contents
of the  registration  statement  described  above  are  hereby  incorporated  by
reference herein. Any statement  contained in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained in this Registration  Statement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or replaces such statement.

                  For administrative  convenience,  this Registration  Statement
registers the issuance of all of the additional  2,000,000  Shares available for
issuance  under the  Plan.  As the Plan may  permit  the  issuance  of Shares to
ineligible  individuals under General Instruction A(1) to Form S-8, however, the
issuance of any Shares to such individuals  shall be deemed not to be covered by
this Registration Statement. To the extent that the Company may not register the
issuance of Shares  pursuant to the exercise of stock options  vested before the
filing  of  this  Registration   Statement  with  the  Securities  and  Exchange
Commission (the "Commission"),  this Registration Statement shall also be deemed
not to cover the issuance of such Shares.

Item 8.  Exhibits.

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

            4.1          EmCare Holdings Inc.  Amended and Restated Stock Option
                         and Restricted  Stock Purchase Plan.

            5.1          Opinion of Gibson, Dunn & Crutcher LLP.

           23.1          Consent  of  Gibson,  Dunn &  Crutcher LLP (included in
                         Exhibit No. 5.1)

           23.2          Consent of Ernst & Young LLP.

                                    SIGNATURES

                  Pursuant  to the  requirements  of  the  Securities  Act,  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  Dallas,  State  of  Texas,  on this  27th  day of
September, 1996.

                              EMCARE HOLDINGS INC.

                                            By:      /s/ Robert F. Anderson, II
                                            Name:    Robert F. Anderson, II
                                            Title:   Chief Financial Officer,
                                                     Senior Vice President,
                                                     Treasurer, and Secretary

                      [SIGNATURES CONTINUED ON THE NEXT PAGE]

                                       2
Pursuant  to the  requirements  of the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

  Name and Signature                     Title                      Date
  ------------------                     -----                      ----

/s/ Andrew G. Buck              Chief Accounting Officer and  September 27, 1996
- ----------------------------      Vice President
ANDREW G. BUCK

/s/ Robert F. Anderson, II      Chief Financial Officer,      September 27, 1996
- ----------------------------      Senior Vice President,
ROBERT F. ANDERSON, II            Treasurer, and Secretary

/s/ Terry Hartshorn             Director                      September 27, 1996
- -----------------------------
TERRY HARTSHORN

/s/ James T. Kelly              Director                      September 27, 1996
- -----------------------------
JAMES T. KELLY

/s/ William F. Miller, III      President, Chief Operating    September 27, 1996
- -----------------------------     Officer, and Director
WILLIAM F. MILLER, III

/s/ Andrew M. Paul              Director                      September 27, 1996
- ------------------------------
ANDREW M. PAUL

/s/ Leonard M. Riggs, Jr., M.D.  Chairman of the Board,       September 27, 1996
- -------------------------------    Chief Executive Officer,
LEONARD M. RIGGS, JR., M.D.        and Director

/s/ Richard H. Stowe             Director                     September 27, 1996
- -------------------------------
RICHARD H. STOWE

                                       3
EXHIBIT INDEX

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

  4.1        EmCare Holdings Inc. Amended and Restated Stock Option
                  and Restricted Stock Purchase Plan.....................     5

  5.1        Opinion of Gibson, Dunn & Crutcher LLP......................    21

 23.1        Consent of Gibson, Dunn & Crutcher LLP
             (included in Exhibit No. 5.1)...............................   N/A

 23.2        Consent of Ernst & Young LLP................................    23

                                       4