Registration No. 333-_______
--------------------------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                            BALANCED CARE CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                       25-1761898
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

    5021 LOUISE DRIVE, SUITE 200
    MECHANICSBURG, PENNSYLVANIA                           17055
   (Address of principal executive offices)            (Zip Code)


               BALANCED CARE CORPORATION 1996 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                BRAD E. HOLLINGER
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            BALANCED CARE CORPORATION
                          5021 LOUISE DRIVE, SUITE 200
                        MECHANICSBURG, PENNSYLVANIA 17055
                     (Name and address of agent for service)

                                 (717) 796-6100
          (Telephone number, including area code, of agent for service)










<TABLE>



<CAPTION>
                         CALCULATION OF REGISTRATION FEE

=============================================================================================
<S>                              <C>             <C>             <C>            <C>
    TITLE OF                       PROPOSED        PROPOSED        AMOUNT OF
   SECURITIES                    AMOUNT TO BE       MAXIMUM         MAXIMUM     REGISTRATION
TO BE REGISTERED                  REGISTERED     OFFERING PRICE    AGGREGATE        FEE
                                                   PER SHARE     OFFERING PRICE

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

Common Stock, par value $0.001   1,000,000       $7.0625 (1)     $7,062,500     $1,963.38

=============================================================================================
</TABLE>


      (1)  Estimated 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  prices  for the  Registrant's  Common  Stock  reported  on the
American Stock Exchange on December 10, 1998.
--------------------------------------------------------------------------------

<PAGE>


                                EXPLANATORY NOTE

            This Registration Statement is being filed to register an additional
1,000,000  shares of Common  Stock,  par value  $0.001  per share  (the  "Common
Stock"),  of Balanced  Care  Corporation  (the  "Registrant")  as a result of an
increase in the number of shares of Common Stock issuable under the Registrant's
1996 Stock Incentive Plan. The earlier Registration  Statement on Form S-8 filed
by the  Registrant  with the  Commission  on May 11,  1998 (File No.  333-52291)
pertaining to the Plan is hereby  incorporated by reference.  This incorporation
by reference is made pursuant to General Instruction E of Form S-8 regarding the
registration of additional  securities of the same class as other securities for
which there has been filed a Registration  Statement on Form S-8 relating to the
same employee benefit plan.




<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  are  incorporated  by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the year ended June 30, 1998,  (ii) the  Registrant's  Quarterly  Report on Form
10-Q for the quarter ended  September 30, 1998, and (iii) the description of the
Registrant's Common Stock contained in the Registrant's  Registration  Statement
on Form 8-A, as the same may be amended.

      All documents  subsequently  filed by the  Registrant  with the Commission
pursuant to Sections  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  which  indicates that all securities
offered by this  Registration  Statement have been sold or which 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  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the  Registrant's  1996 Stock Incentive Plan meeting the
requirements of Section 10(a) of the Securities Act.

ITEM 8. EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:

EXHIBIT NO.                     DESCRIPTION
-----------                     -----------

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

 23.1        Consent of KPMG Peat Marwick LLP.

 23.2        Consent of Kirkpatrick  &  Lockhart  LLP  (included  in the Opinion
             filed as Exhibit 5.1).

 24.1        Power of   Attorney  (set forth  on  the  signature  page  of  this
             Registration Statement).



                                     II - 1
<PAGE>





                                   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 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  Mechanicsburg,  Commonwealth  of  Pennsylvania,  on this  14th  day of
December, 1998.


                                          BALANCED CARE CORPORATION


                                          By: /s/ Brad E. Hollinger
                                              ----------------------------------
                                              Brad E. Hollinger
                                              Chairman  of the Board, President
                                              and Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS,  that each person  whose  signature  appears
below  constitutes  and appoints  either Brad E.  Hollinger or Mark S. Moore 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 to this Registration Statement,  and
to file  the  same  with  all  exhibits  thereto,  and  other  documentation  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

    Pursuant to the  requirements  of  the  Securities   Act, this  Registration
Statement and the foregoing  Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:


     SIGNATURE                      CAPACITY                        DATE
     ---------                      --------                        ----

/s/ Brad E. Hollinger         Chairman of the Board,           December 3, 1998
-------------------------     President and Chief Executive
Brad E. Hollinger             Officer and a Director
                              (Principal Executive Officer)

/s/ Paul A. Kruis             Chief Financial Officer          December 14, 1998
-------------------------     (Principal Financial Officer
Paul A. Kruis                 and Principal Accounting Officer)

/s/ John M. Brennan           Director                         December 5, 1998
-------------------------
John M. Brennan

/s/ Bill R. Foster            Director                         December 2, 1998
-------------------------
Bill R. Foster            

/s/ David L. Goldsmith        Director                         December 14, 1998
-------------------------
David L. Goldsmith



                                     II - 2
<PAGE>


     SIGNATURE                      CAPACITY                         DATE
     ---------                      --------                         ----


/s/ Edward R. Stolman         Director                         December 4, 1998
--------------------------
Edward R. Stolman

/s/ George H. Strong          Director                         December 14, 1998
--------------------------
George H. Strong

/s/ Raymond E. Schultz        Director                         December 14, 1998
--------------------------
Raymond E. Schultz




                                     II - 3
<PAGE>






                                  EXHIBIT INDEX



EXHIBIT NO.               DESCRIPTION
-----------               -----------

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

  23.1           Consent of KPMG Peat Marwick LLP.

  23.2           Consent of  Kirkpatrick & Lockhart LLP (included in the Opinion
                 filed as Exhibit 5.1).

  24.1           Power of  Attorney  (set  forth on the  signature  page of this
                 Registration Statement).



                                     II - 4
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR BALANCED CARE CORPORATION", "secsgml_size_bytes": 10670}]
{"company-data": {"conformed-name": "BALANCED CARE CORP", "cik": "0001024096", "assigned-sic": "8050", "irs-number": "251761898", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68977", "film-number": "98770280"}, "business-address": {"street1": "5021 LOUISE DR", "street2": "SUITE 200", "city": "MECHANICSBURG", "state": "PA", "zip": "17055", "phone": "7177966100"}, "mail-address": {"street1": "5021 LOUISE DR SUITE 200", "street2": "5021 LOUISE DR SUITE 200", "city": "MECHANICSBURG", "state": "PA", "zip": "17055"}}
Registration No. 333-_______
--------------------------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                            BALANCED CARE CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                       25-1761898
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

    5021 LOUISE DRIVE, SUITE 200
    MECHANICSBURG, PENNSYLVANIA                           17055
   (Address of principal executive offices)            (Zip Code)

               BALANCED CARE CORPORATION 1996 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                BRAD E. HOLLINGER
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            BALANCED CARE CORPORATION
                          5021 LOUISE DRIVE, SUITE 200
                        MECHANICSBURG, PENNSYLVANIA 17055
                     (Name and address of agent for service)

                                 (717) 796-6100
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

=============================================================================================
TITLE OF                       PROPOSED        PROPOSED        AMOUNT OF
   SECURITIES                    AMOUNT TO BE       MAXIMUM         MAXIMUM     REGISTRATION
TO BE REGISTERED                  REGISTERED     OFFERING PRICE    AGGREGATE        FEE
                                                   PER SHARE     OFFERING PRICE

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

Common Stock, par value $0.001   1,000,000       $7.0625 (1)     $7,062,500     $1,963.38

=============================================================================================
(1)  Estimated 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  prices  for the  Registrant's  Common  Stock  reported  on the
American Stock Exchange on December 10, 1998.
--------------------------------------------------------------------------------
EXPLANATORY NOTE

            This Registration Statement is being filed to register an additional
1,000,000  shares of Common  Stock,  par value  $0.001  per share  (the  "Common
Stock"),  of Balanced  Care  Corporation  (the  "Registrant")  as a result of an
increase in the number of shares of Common Stock issuable under the Registrant's
1996 Stock Incentive Plan. The earlier Registration  Statement on Form S-8 filed
by the  Registrant  with the  Commission  on May 11,  1998 (File No.  333-52291)
pertaining to the Plan is hereby  incorporated by reference.  This incorporation
by reference is made pursuant to General Instruction E of Form S-8 regarding the
registration of additional  securities of the same class as other securities for
which there has been filed a Registration  Statement on Form S-8 relating to the
same employee benefit plan.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  are  incorporated  by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the year ended June 30, 1998,  (ii) the  Registrant's  Quarterly  Report on Form
10-Q for the quarter ended  September 30, 1998, and (iii) the description of the
Registrant's Common Stock contained in the Registrant's  Registration  Statement
on Form 8-A, as the same may be amended.

      All documents  subsequently  filed by the  Registrant  with the Commission
pursuant to Sections  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  which  indicates that all securities
offered by this  Registration  Statement have been sold or which 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  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the  Registrant's  1996 Stock Incentive Plan meeting the
requirements of Section 10(a) of the Securities Act.

ITEM 8. EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:

EXHIBIT NO.                     DESCRIPTION
-----------                     -----------

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

 23.1        Consent of KPMG Peat Marwick LLP.

 23.2        Consent of Kirkpatrick  &  Lockhart  LLP  (included  in the Opinion
             filed as Exhibit 5.1).

 24.1        Power of   Attorney  (set forth  on  the  signature  page  of  this
             Registration Statement).

                                     II - 1
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 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  Mechanicsburg,  Commonwealth  of  Pennsylvania,  on this  14th  day of
December, 1998.

                                          BALANCED CARE CORPORATION

                                          By: /s/ Brad E. Hollinger
                                              ----------------------------------
                                              Brad E. Hollinger
                                              Chairman  of the Board, President
                                              and Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS,  that each person  whose  signature  appears
below  constitutes  and appoints  either Brad E.  Hollinger or Mark S. Moore 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 to this Registration Statement,  and
to file  the  same  with  all  exhibits  thereto,  and  other  documentation  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

    Pursuant to the  requirements  of  the  Securities   Act, this  Registration
Statement and the foregoing  Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:

     SIGNATURE                      CAPACITY                        DATE
     ---------                      --------                        ----

/s/ Brad E. Hollinger         Chairman of the Board,           December 3, 1998
-------------------------     President and Chief Executive
Brad E. Hollinger             Officer and a Director
                              (Principal Executive Officer)

/s/ Paul A. Kruis             Chief Financial Officer          December 14, 1998
-------------------------     (Principal Financial Officer
Paul A. Kruis                 and Principal Accounting Officer)

/s/ John M. Brennan           Director                         December 5, 1998
-------------------------
John M. Brennan

/s/ Bill R. Foster            Director                         December 2, 1998
-------------------------
Bill R. Foster            

/s/ David L. Goldsmith        Director                         December 14, 1998
-------------------------
David L. Goldsmith

                                     II - 2
SIGNATURE                      CAPACITY                         DATE
     ---------                      --------                         ----

/s/ Edward R. Stolman         Director                         December 4, 1998
--------------------------
Edward R. Stolman

/s/ George H. Strong          Director                         December 14, 1998
--------------------------
George H. Strong

/s/ Raymond E. Schultz        Director                         December 14, 1998
--------------------------
Raymond E. Schultz

                                     II - 3
EXHIBIT INDEX

EXHIBIT NO.               DESCRIPTION
-----------               -----------

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

  23.1           Consent of KPMG Peat Marwick LLP.

  23.2           Consent of  Kirkpatrick & Lockhart LLP (included in the Opinion
                 filed as Exhibit 5.1).

  24.1           Power of  Attorney  (set  forth on the  signature  page of this
                 Registration Statement).

                                     II - 4