<PAGE>
 
        As filed with the Securities and Exchange Commission on May 31, 1996.

                                                       Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 GRANCARE, INC.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                CALIFORNIA                     95-4299210
- --------------------------------------------------------------------------------
     (State or Other Jurisdiction of       (I.R.S. Employer
     Incorporation or Organization)        Identification No.)

             ONE RAVINIA DRIVE, SUITE 1500, ATLANTA, GEORGIA 30346
- --------------------------------------------------------------------------------
          (Address of Principal Executive Offices)         (Zip Code)

                  1996 OUTSIDE DIRECTORS STOCK INCENTIVE PLAN
- --------------------------------------------------------------------------------
                            (Full Title of the Plan)

                             EVRETT W. BENTON, ESQ.
            EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                 GRANCARE, INC.
                         ONE RAVINIA DRIVE, SUITE 1500
                             ATLANTA, GEORGIA 30346
- --------------------------------------------------------------------------------
                    (Name and Address of Agent for Service)

                                 (770) 393-0199
- --------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:
                            RICHARD H. MILLER, ESQ.
                       POWELL, GOLDSTEIN, FRAZER & MURPHY
                           191 PEACHTREE STREET, N.E.
                                SIXTEENTH FLOOR
                             ATLANTA, GEORGIA 30303
                                (404) 572-6600
<PAGE>
 
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                      Proposed    Proposed
Title of                              Maximum     Maximum
Securities             Amount         Offering    Aggregate    Amount of
to be                  to be          Price Per   Offering     Registration   
Registered             Registered(1)  Share(2)    Price(2)     Fee(2)
- --------------------------------------------------------------------------------
<S>                    <C>            <C>         <C>          <C>
 
Common Stock,          250,000        $18.00      $4,500,000   $1,552
no par value           shares          -----       ---------    -----
</TABLE>


(1)  Representing shares of the Registrant's Common Stock, no par value per
share (the "Common Stock"), to be issued by the Registrant in connection with
the Registrant's 1996 Outside Directors Stock Incentive Plan (the "Plan") or
upon the exercise of stock options granted thereunder. This Registration
Statement also covers such indeterminable number of additional shares as may
become issuable to prevent dilution in the event of stock splits, stock
dividends or similar transactions pursuant to the terms of the Plan.

(2)  Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h)(1) based upon the closing price of the Common Stock on
the New York Stock Exchange as reported on May 24, 1996.

                                      -2-
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The documents containing the information specified in Part I of the
instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant selected to participate in the Plan as required by
Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the
"Securities Act").

<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995 (File No. 1-19571).

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarterly
          period ended March 31, 1996 (File No. 1-19571).

     (3)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed pursuant to
          Section 12 of the Securities Act of 1934, as amended (the "Exchange
          Act") on October 8, 1991 (File No. 1-19571).

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment indicating that all securities offered hereby have been sold
or that deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Restated Articles of Incorporation of the Registrant contain a
provision that limits the personal liability of the Registrant's directors for
monetary damages in an action brought by or in right of the Registrant for
breach of a director's duties to the Registrant and its shareholders. Such
provision does not limit the liability of the Registrant's directors for acts or
omissions that involve intentional misconduct or a knowing, culpable violation
of law, for acts or omissions that a director believes to be contrary to the
best interest of the Registrant or its shareholders or that involve the absence
of good faith on the part of the director; for any transaction from which a
director derived an improper personal benefit; for acts or omissions that show a
reckless disregard for the director's duty to the Registrant or its shareholders
in circumstances under which the director was aware, or should have been aware,
in the ordinary course of performing a director's duty, of a risk of serious
injury to the Registrant or its shareholders; for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
a director's duty to the Registrant or its shareholders; under Section 310 of
the California General Corporation Law (which involves liability for a director
having a material financial interest in a corporate transaction); or under
Section 316 of the California General Corporation Law (which imposes liability
on directors who approve certain improper distributions to shareholders or
approve certain improper loans or guarantees to any director or officer).

<PAGE>
 
     The Registrant's Bylaws permit the Registrant to indemnify its officers
and directors to the full extent permitted by Section 317 of the California
General Corporation Law and applicable law.  Section 317 of the California
General Corporation Law makes provisions for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.  The
Registrant has entered into agreements with certain of its directors and
officers whereby it has agreed to indemnify such persons against certain
liabilities.

ITEM 8.   EXHIBITS.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K.

<TABLE> 
<CAPTION> 
           Exhibit
           Number                   Description
           ------                   -----------
           <S>       <C> 
           4.1       Restated Articles of Incorporation (1)

           4.2       Form of Certificate of Amendment of Articles of
                     Incorporation (2)

           4.3       Bylaws, as amended. (3)

           4.4       Form of Warrant for the purchase of shares of Common 
                     Stock (1)

           4.5       Indenture from GranCare, Inc. to First Fidelity Trust
                     Company, New York, as Trustee, dated as of January 29,
                     1993. (4)

           4.6       Form of GranCare, Inc.'s 6-1/2% Convertible Subordinated
                     Debentures due 2003. (4)

           4.7       Form of GranCare, Inc.'s 9-3/8% Senior Subordinated Notes
                     due 2005. (5)

           4.8       Indenture from GranCare, Inc. to Marine Midland Bank, New
                     York, as Trustee, dated as of September 15, 1995. (5)

           5         Opinion of Evrett W. Benton with respect to the securities
                     being registered.
</TABLE> 

                                      II-2
<PAGE>
 
<TABLE> 
<CAPTION> 
           Exhibit
           Number                   Description
           ------                   -----------
           <S>       <C> 
           10        Form of Registrant's 1996 Outside Directors Stock 
                     Incentive Plan.

           23.1      Consent of Evrett W. Benton (included in Exhibit 5).

           23.2      Consent of Ernst & Young LLP, independent auditors.

           23.3      Consent of KPMG Peat Marwick LLP, independent auditors.

           24        Power of Attorney (see signature pages to this Registration
                     Statement).
</TABLE> 
_________________________
(1)   Incorporated by reference to the Registrant's Registration Statement on
      Form S-1 (File No. 33-42595), as amended, which was declared effective on
      October 31, 1991.

(2)   Incorporated by reference to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1991.

(3)   Incorporated by reference to the Registrant's Quarterly Report on Form 10-
      Q for the quarterly period ended September 30, 1994.

(4)   Incorporated by reference to the Registrant's Registration Statement on
      Form S-3 (File No. 33-56076), as amended, which was declared effective on
      January 22, 1993.

(5)   Incorporated by reference to the Registrant's Quarterly Report on Form 10-
      Q for the quarterly period ended September 30, 1995.

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;

                                      II-3
<PAGE>
 
          (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 the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                                      II-4
<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 Atlanta, Georgia, on the 31st day of May, 1996.

                                   GRANCARE, INC.


                                   By: /s/ GENE E. BURLESON
                                       --------------------
                                           Gene E. Burleson
                                           President and Chief Executive Officer



                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Evrett W. Benton and M. Henry Day, and either of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

                                      II-5
<PAGE>
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the date indicated.

<TABLE> 
<CAPTION> 
Signature                               Title                        Date
- ---------                               -----                        ----


<S>                             <C>                              <C> 
/s/ GENE E. BURLESON            Chairman of the Board,           May 31, 1996
- --------------------                                                          
Gene E. Burleson                President, Chief Executive                    
                                Officer and Director                          
                                (Principal Executive Officer)                 
                                                                              
                                                                              
/s/ JERRY A. SCHNEIDER          Executive Vice President         May 31, 1996
- ----------------------                                                        
Jerry A. Schneider              and Chief Financial Officer                   
                                (Principal Financial and                      
                                Accounting Officer)                           
                                                                              
                                                                              
                                Vice Chairman of the Board       May ____, 1996
- -------------------------                                                     
William G. Petty, Jr.           and Director                                  
                                                                              
                                                                              
/s/ CHARLES M. BLALACK          Director                         May 31, 1996
- -----------------------                                           
Charles M. Blalack


/s/ ANTOINETTE HUBENETTE, M.D.  Director                         May 31, 1996
- ------------------------------                                                
Antoinette Hubenette, M.D.                                                    
                                                                              
                                                                              
/s/ JOEL S. KANTER              Director                         May 31, 1996
- -------------------                                                           
Joel S. Kanter                                                                
                                                                              
                                                                              
/s/ RONALD G. KENNY             Director                         May 31, 1996
- -------------------                                                           
Ronald G. Kenny                                                               
                                                                              
                                                                              
/s/ ROBERT L. PARKER            Director                         May 31, 1996
- --------------------                                                          
Robert L. Parker                                                              
                                                                              
                                                                              
/s/ EDWARD V. REGAN             Director                         May 31, 1996
- -------------------                                                           
Edward V. Regan                                                               
                                                                              
                                                                              
/s/ GARY U. ROLLE               Director                         May 31, 1996 
- -----------------                                                 
Gary U. Rolle
</TABLE> 

22671455

                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------
<TABLE> 
<CAPTION> 
      Exhibit
      Number    Description
      ------    -----------
      <S>       <C> 
      4.1       Restated Articles of Incorporation (1)

      4.2       Form of Certificate of Amendment of Articles of 
                Incorporation (2)

      4.3       Bylaws, as amended. (3)

      4.4       Form of Warrant for the purchase of shares of 
                Common Stock (1)

      4.5       Indenture from GranCare, Inc. to First Fidelity 
                Trust Company, New York, as Trustee, dated as 
                of January 29, 1993. (4)

      4.6       Form of GranCare, Inc.'s 6-1/2% Convertible 
                Subordinated Debentures due 2003. (4)

      4.7       Form of GranCare, Inc.'s 9-3/8% Senior 
                Subordinated Notes due 2005. (5)

      4.8       Indenture from GranCare, Inc. to Marine 
                Midland Bank, New York, as Trustee, dated as 
                of September 15, 1995. (5)

      5         Opinion of Evrett W. Benton with respect to 
                the securities being registered.

      10        Form of Registrant's 1996 Outside Directors 
                Stock Incentive Plan.

      23.1      Consent of Evrett W. Benton (included in 
                Exhibit 5).

      23.2      Consent of Ernst & Young LLP, independent 
                auditors.

      23.3      Consent of KPMG Peat Marwick LLP, independent auditors.
</TABLE> 
                                      II-7
<PAGE>
 
      24        Power of Attorney (see signature pages to this 
                Registration Statement).

_________________________
(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (File No. 33-42595), as amended, which was declared effective on
     October 31, 1991.

(2)  Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the fiscal year ended December 31, 1991.

(3)  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for the quarterly period ended September 30, 1994.

(4)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-3 (File No. 33-56076), as amended, which was declared effective on
     January 22, 1993.

(5)  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for the quarterly period ended September 30, 1995.

22671455

                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED MAY 31, 1996", "secsgml_size_bytes": 23913}]
{"company-data": {"conformed-name": "GRANCARE INC", "cik": "0000879102", "assigned-sic": "8051", "irs-number": "954299210", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05041", "film-number": "96575948"}, "business-address": {"street1": "ONE RAVINIA DRIVE SUITE 1500", "city": "ATLANTA", "state": "GA", "zip": "30346", "phone": "7703930199"}, "mail-address": {"street1": "ONE RAVINIA DRIVE", "street2": "SUITE 1500", "city": "ATLANTA", "state": "GA", "zip": "30346"}}
As filed with the Securities and Exchange Commission on May 31, 1996.

                                                       Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 GRANCARE, INC.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                CALIFORNIA                     95-4299210
- --------------------------------------------------------------------------------
     (State or Other Jurisdiction of       (I.R.S. Employer
     Incorporation or Organization)        Identification No.)

             ONE RAVINIA DRIVE, SUITE 1500, ATLANTA, GEORGIA 30346
- --------------------------------------------------------------------------------
          (Address of Principal Executive Offices)         (Zip Code)

                  1996 OUTSIDE DIRECTORS STOCK INCENTIVE PLAN
- --------------------------------------------------------------------------------
                            (Full Title of the Plan)

                             EVRETT W. BENTON, ESQ.
            EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                 GRANCARE, INC.
                         ONE RAVINIA DRIVE, SUITE 1500
                             ATLANTA, GEORGIA 30346
- --------------------------------------------------------------------------------
                    (Name and Address of Agent for Service)

                                 (770) 393-0199
- --------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:
                            RICHARD H. MILLER, ESQ.
                       POWELL, GOLDSTEIN, FRAZER & MURPHY
                           191 PEACHTREE STREET, N.E.
                                SIXTEENTH FLOOR
                             ATLANTA, GEORGIA 30303
                                (404) 572-6600
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                      Proposed    Proposed
Title of                              Maximum     Maximum
Securities             Amount         Offering    Aggregate    Amount of
to be                  to be          Price Per   Offering     Registration   
Registered             Registered(1)  Share(2)    Price(2)     Fee(2)
- --------------------------------------------------------------------------------
Common Stock,          250,000        $18.00      $4,500,000   $1,552
no par value           shares          -----       ---------    -----
(1)  Representing shares of the Registrant's Common Stock, no par value per
share (the "Common Stock"), to be issued by the Registrant in connection with
the Registrant's 1996 Outside Directors Stock Incentive Plan (the "Plan") or
upon the exercise of stock options granted thereunder. This Registration
Statement also covers such indeterminable number of additional shares as may
become issuable to prevent dilution in the event of stock splits, stock
dividends or similar transactions pursuant to the terms of the Plan.

(2)  Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h)(1) based upon the closing price of the Common Stock on
the New York Stock Exchange as reported on May 24, 1996.

                                      -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of the
instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant selected to participate in the Plan as required by
Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995 (File No. 1-19571).

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarterly
          period ended March 31, 1996 (File No. 1-19571).

     (3)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed pursuant to
          Section 12 of the Securities Act of 1934, as amended (the "Exchange
          Act") on October 8, 1991 (File No. 1-19571).

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment indicating that all securities offered hereby have been sold
or that deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Restated Articles of Incorporation of the Registrant contain a
provision that limits the personal liability of the Registrant's directors for
monetary damages in an action brought by or in right of the Registrant for
breach of a director's duties to the Registrant and its shareholders. Such
provision does not limit the liability of the Registrant's directors for acts or
omissions that involve intentional misconduct or a knowing, culpable violation
of law, for acts or omissions that a director believes to be contrary to the
best interest of the Registrant or its shareholders or that involve the absence
of good faith on the part of the director; for any transaction from which a
director derived an improper personal benefit; for acts or omissions that show a
reckless disregard for the director's duty to the Registrant or its shareholders
in circumstances under which the director was aware, or should have been aware,
in the ordinary course of performing a director's duty, of a risk of serious
injury to the Registrant or its shareholders; for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
a director's duty to the Registrant or its shareholders; under Section 310 of
the California General Corporation Law (which involves liability for a director
having a material financial interest in a corporate transaction); or under
Section 316 of the California General Corporation Law (which imposes liability
on directors who approve certain improper distributions to shareholders or
approve certain improper loans or guarantees to any director or officer).
The Registrant's Bylaws permit the Registrant to indemnify its officers
and directors to the full extent permitted by Section 317 of the California
General Corporation Law and applicable law.  Section 317 of the California
General Corporation Law makes provisions for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.  The
Registrant has entered into agreements with certain of its directors and
officers whereby it has agreed to indemnify such persons against certain
liabilities.

ITEM 8.   EXHIBITS.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K.
Exhibit
           Number                   Description
           ------                   -----------
4.1       Restated Articles of Incorporation (1)

           4.2       Form of Certificate of Amendment of Articles of
                     Incorporation (2)

           4.3       Bylaws, as amended. (3)

           4.4       Form of Warrant for the purchase of shares of Common 
                     Stock (1)

           4.5       Indenture from GranCare, Inc. to First Fidelity Trust
                     Company, New York, as Trustee, dated as of January 29,
                     1993. (4)

           4.6       Form of GranCare, Inc.'s 6-1/2% Convertible Subordinated
                     Debentures due 2003. (4)

           4.7       Form of GranCare, Inc.'s 9-3/8% Senior Subordinated Notes
                     due 2005. (5)

           4.8       Indenture from GranCare, Inc. to Marine Midland Bank, New
                     York, as Trustee, dated as of September 15, 1995. (5)

           5         Opinion of Evrett W. Benton with respect to the securities
                     being registered.
II-2
Exhibit
           Number                   Description
           ------                   -----------
10        Form of Registrant's 1996 Outside Directors Stock 
                     Incentive Plan.

           23.1      Consent of Evrett W. Benton (included in Exhibit 5).

           23.2      Consent of Ernst & Young LLP, independent auditors.

           23.3      Consent of KPMG Peat Marwick LLP, independent auditors.

           24        Power of Attorney (see signature pages to this Registration
                     Statement).
_________________________
(1)   Incorporated by reference to the Registrant's Registration Statement on
      Form S-1 (File No. 33-42595), as amended, which was declared effective on
      October 31, 1991.

(2)   Incorporated by reference to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1991.

(3)   Incorporated by reference to the Registrant's Quarterly Report on Form 10-
      Q for the quarterly period ended September 30, 1994.

(4)   Incorporated by reference to the Registrant's Registration Statement on
      Form S-3 (File No. 33-56076), as amended, which was declared effective on
      January 22, 1993.

(5)   Incorporated by reference to the Registrant's Quarterly Report on Form 10-
      Q for the quarterly period ended September 30, 1995.

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;

                                      II-3
(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 the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                                      II-4
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 Atlanta, Georgia, on the 31st day of May, 1996.

                                   GRANCARE, INC.

                                   By: /s/ GENE E. BURLESON
                                       --------------------
                                           Gene E. Burleson
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Evrett W. Benton and M. Henry Day, and either of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

                                      II-5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the date indicated.
Signature                               Title                        Date
- ---------                               -----                        ----
/s/ GENE E. BURLESON            Chairman of the Board,           May 31, 1996
- --------------------                                                          
Gene E. Burleson                President, Chief Executive                    
                                Officer and Director                          
                                (Principal Executive Officer)                 
                                                                              
                                                                              
/s/ JERRY A. SCHNEIDER          Executive Vice President         May 31, 1996
- ----------------------                                                        
Jerry A. Schneider              and Chief Financial Officer                   
                                (Principal Financial and                      
                                Accounting Officer)                           
                                                                              
                                                                              
                                Vice Chairman of the Board       May ____, 1996
- -------------------------                                                     
William G. Petty, Jr.           and Director                                  
                                                                              
                                                                              
/s/ CHARLES M. BLALACK          Director                         May 31, 1996
- -----------------------                                           
Charles M. Blalack

/s/ ANTOINETTE HUBENETTE, M.D.  Director                         May 31, 1996
- ------------------------------                                                
Antoinette Hubenette, M.D.                                                    
                                                                              
                                                                              
/s/ JOEL S. KANTER              Director                         May 31, 1996
- -------------------                                                           
Joel S. Kanter                                                                
                                                                              
                                                                              
/s/ RONALD G. KENNY             Director                         May 31, 1996
- -------------------                                                           
Ronald G. Kenny                                                               
                                                                              
                                                                              
/s/ ROBERT L. PARKER            Director                         May 31, 1996
- --------------------                                                          
Robert L. Parker                                                              
                                                                              
                                                                              
/s/ EDWARD V. REGAN             Director                         May 31, 1996
- -------------------                                                           
Edward V. Regan                                                               
                                                                              
                                                                              
/s/ GARY U. ROLLE               Director                         May 31, 1996 
- -----------------                                                 
Gary U. Rolle
22671455

                                      II-6
EXHIBIT INDEX
                                 -------------
Exhibit
      Number    Description
      ------    -----------
4.1       Restated Articles of Incorporation (1)

      4.2       Form of Certificate of Amendment of Articles of 
                Incorporation (2)

      4.3       Bylaws, as amended. (3)

      4.4       Form of Warrant for the purchase of shares of 
                Common Stock (1)

      4.5       Indenture from GranCare, Inc. to First Fidelity 
                Trust Company, New York, as Trustee, dated as 
                of January 29, 1993. (4)

      4.6       Form of GranCare, Inc.'s 6-1/2% Convertible 
                Subordinated Debentures due 2003. (4)

      4.7       Form of GranCare, Inc.'s 9-3/8% Senior 
                Subordinated Notes due 2005. (5)

      4.8       Indenture from GranCare, Inc. to Marine 
                Midland Bank, New York, as Trustee, dated as 
                of September 15, 1995. (5)

      5         Opinion of Evrett W. Benton with respect to 
                the securities being registered.

      10        Form of Registrant's 1996 Outside Directors 
                Stock Incentive Plan.

      23.1      Consent of Evrett W. Benton (included in 
                Exhibit 5).

      23.2      Consent of Ernst & Young LLP, independent 
                auditors.

      23.3      Consent of KPMG Peat Marwick LLP, independent auditors.
II-7
24        Power of Attorney (see signature pages to this 
                Registration Statement).

_________________________
(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (File No. 33-42595), as amended, which was declared effective on
     October 31, 1991.

(2)  Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the fiscal year ended December 31, 1991.

(3)  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for the quarterly period ended September 30, 1994.

(4)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-3 (File No. 33-56076), as amended, which was declared effective on
     January 22, 1993.

(5)  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for the quarterly period ended September 30, 1995.

22671455

                                      II-8