As filed with the Securities and Exchange Commission on June 14, 1996

                                                           REGISTRATION NO. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         STAR MULTI CARE SERVICES, INC.
             (Exact name of registrant as specified in its charter)

          New York                                              11-1975534
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

99 Railroad Station, Hicksville, New York                         11801
(Address of Principal Executive Offices)                        (Zip Code)

                             1992 STOCK OPTION PLAN
                             as amended and restated
                            (Full title of the plan)

                        Mr. William Fellerman, Secretary
                         Star Multi Care Services, Inc.
                               99 Railroad Station
                           Hicksville, New York 11801
                     (Name and address of agent for service)

                                 (516) 938-2016
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                              James Alterbaum, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 11801

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
                                            PROPOSED      PROPOSED
TITLE OF                                    MAXIMUM       MAXIMUM
EACH CLASS               AMOUNT             OFFERING      AGGREGATE              AMOUNT OF
OF SECURITIES            TO BE              PRICE PER     OFFERING               REGISTRATION
TO BE REGISTERED         REGISTERED(1)      SHARE         PRICE                  FEE
- ---------------------------------------------------------------------------------------------
<S>                       <C>               <C>           <C>                    <C>    
Common Stock, par                          
value $.001 per share     56,911 shares     $2.775  (2)   $  140,997.00 (2)      $ 48.62
                          16,854 shares     $3.5333 (2)   $   59,550.24 (2)      $ 20.54
                          15,900 shares     $3.5083 (2)   $   55,781.97 (2)      $ 19.24
                           6,996 shares     $6.6038 (2)   $   46,200.18 (2)      $ 15.93
                          21,200 shares     $5.8302 (2)   $  123,600.24 (2)      $ 42.62
                          30,000 shares     $6.25   (2)   $  187,500.00 (2)      $ 64.66
                          20,000 shares     $6.875  (2)   $  137,500.00 (2)      $ 47.42
                         169,219 shares     $7.0625 (3)   $1,195,109.10 (3)      $412.11
- ---------------------------------------------------------------------------------------------
Total                    337,080 shares                   $1,946,238.70          $671.14
- ---------------------------------------------------------------------------------------------
</TABLE>

(1)     The number of  additional  shares of Common  Stock that were  originally
        authorized  for  issuance  under the 1992 Stock Option Plan was 200,000.
        This amount has been adjusted to reflect a three-for-two  stock split in
        April 1994 and two 6% stock  dividends in April 1995 and December  1995,
        respectively.  Pursuant  to Rule  416(b),  there  shall  also be  deemed
        covered hereby all additional  securities  resulting from  anti-dilution
        adjustments under the 1992 Stock Option Plan.

(2)     Estimated  solely for the purpose of calculating the registration fee on
        the basis of,  pursuant to Rule 457(h),  the exercise price of presently
        outstanding options.  Adjusted to reflect a three-for-two stock split in
        April 1994 and two 6% stock  dividends in April 1995 and December  1995,
        respectively.

(3)     Estimated  solely for the purpose of calculating the registration fee on
        the basis of,  pursuant to Rule 457(c),  the average of the high and low
        sales prices per share of the registrant's  Common Stock on the National
        Association of Securities Dealers Automated Quotation System on June 10,
        1996.



<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The  following  documents  heretofore  filed  by the  Company  with  the
Securities and Exchange  Commission (File No. 1-10751) pursuant to Section 13(a)
of the Securities  Exchange Act of 1934 (the "1934 Act") are incorporated herein
by reference:

        (a)     The  Company's  Annual Report on Form 10-KSB for the fiscal year
ended May 31, 1995;

        (b)     The  Company's  Quarterly  Reports on Form 10-QSB for the fiscal
quarters ended August 31, 1995, November 30, 1995 and February 29, 1995; and

        (c)     The  description of the Company's  Common Stock contained in the
Company's  Registration Statement on Form 8-A filed on April 15, 1991, including
any amendment or report filed for the purpose of updating such descriptions.

        All  documents  filed  subsequent  to  the  date  of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not Applicable.



                                      II-1

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        (a)     Section 722 of the New York Business  Corporation  Law ("NYBCL")
permits,  in general,  a New York  corporation  to indemnify any person made, or
threatened  to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the  corporation,  or served another
entity in any capacity at the request of the corporation,  against any judgment,
fines, amounts paid in settlement and reasonable expenses,  including attorneys'
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein,  if such person acted in good faith,  for a purpose he or
she reasonably believed to be in, or, in the case of service for another entity,
not opposed to, the best interests of the corporation  and, in criminal  actions
or proceedings,  in addition had no reasonable  cause to believe that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance  of a final  disposition  of such  action  or  proceeding  the  expenses
incurred in defending  such action or proceeding  upon receipt of an undertaking
by or on behalf of the  director  or officer to repay such amount as, and to the
extent,   required  by  statute.   Section  721  of  the  NYBCL   provides  that
indemnification  and  advancement of expense  provisions  contained in the NYBCL
shall not be deemed  exclusive  of any  rights to which a  director  or  officer
seeking  indemnification  or  advancement  of expenses may be entitled,  whether
contained in the certificate of  incorporation or the by-laws of the corporation
or, when  authorized by such  certificate  of  incorporation  or by-laws,  (i) a
resolution  of  shareholders,  (ii)  a  resolution  of  directors  or  (iii)  an
agreement,  provided no indemnification may be made on behalf of any director or
officer if a judgment or other  final  adjudication  adverse to the  director or
officer establishes that his or her acts were committed in bad faith or were the
result of active or  deliberate  dishonesty  and were  material  to the cause of
action so adjudicated,  or that he or she personally  gained in fact a financial
profit or other advantage to which he or she was not legally entitled.

        (b)     The Company's  Certificate of Incorporation  provides in Article
Twelfth as follows:

        TWELFTH:  To  the  fullest  extent  now  or  hereafter  provided  for or
        permitted by law, no director of the Company shall be personally  liable
        to the Company or its shareholders for damages for any breach of duty in
        such capacity.  Neither the amendment or repeal of this Article Twelfth,
        nor the adoption of any provision of the  Certificate  of  Incorporation
        inconsistent  with this Article  Twelfth,  shall eliminate or reduce the
        protection  by this  Article  Twelfth  to a director  of the  Company in
        respect to any matter which  occurred,  or any cause of action,  suit or
        claim which but for this Article  Twelfth  would have accrued or arisen,
        prior to such amendment, repeal or adoption.

        (c)     Article X of the Company's  By-Laws provides,  in general,  that
the Company  shall  indemnify  any officer or director  (including  officers and
directors  serving  another  corporation,  partnership,  joint  venture,  trust,
employee  benefit  plan or other  enterprise  in any  capacity at the  Company's
request)  made,  or  threatened  to be made, a party to an action or  proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that he or she was serving in any

                                      II-2

<PAGE>

of those capacities  against  judgments,  fines,  amounts paid in settlement and
reasonable  expenses  (including   attorneys'  fees)  actually  and  necessarily
incurred  in  connection  with the  defense of or as a result of such  action or
proceeding  or in connection  with any appeal  thereof.  Indemnification  is not
available under Article X if a judgment or other final  adjudication  adverse to
such director or officer  establishes that (i) his or her acts were committed in
bad faith or were the result of active and deliberate  dishonesty and, in either
case,  were  material to the cause of action so  adjudicated,  or (ii) he or she
personally  gained in fact a financial  profit or other advantage to which he or
she was not legally entitled.

        (d)     Pursuant  to By-law  Article X, the  Company  has  entered  into
indemnification  agreements with certain of its directors and officers providing
for the indemnification of such directors and officers in derivative actions, as
well as with respect to third party actions. The NYBCL mandates  indemnification
in  derivative  actions if the officer or director has been  successful,  on the
merits  or  otherwise,  in  the  defense  of  the  action.  The  indemnification
agreements,  as well as Section 722 of the NYBCL, do not permit  indemnification
in  derivative  actions  for (a)  proceedings  which are  settled  or  otherwise
disposed  of or (b)  claims to which a person  has been  adjudged  to be liable,
unless court approved.  However,  in reliance on Section 721 of the NYBCL, which
provides  that the  statutory  indemnification  provisions  are not exclusive of
other  rights  which  may  be  provided  to  an  officer  or  director   seeking
indemnification,  By-law Article X also extends the right of  indemnification to
settlements  and  unsuccessful   defenses  of  derivative  actions  without  the
necessity of a court determination  provided the person seeking  indemnification
meets the standard  described  in the  preceding  paragraph.  The Company is not
aware of any judicial  determination  as to whether  indemnification  provisions
such as those related to derivative actions in By-Law Article X (which, by their
terms,  exceed the scope of NYBCL  Section 722 but where the standard of conduct
set forth in NYBCL  Section 721 has been met) are  enforceable  pursuant to such
nonexclusivity provision.

        (e)     By-law Article X, like the indemnification agreements,  provides
that the  expenses  incurred  in  defending  any action to which a  director  or
officer  may be  entitled  to  indemnification  shall be advanced by the Company
prior  to the  final  disposition  of  the  action  as  long  as the  indemnitee
undertakes  to repay such  advances  if  required  by law.  The Company has been
advised that the NYBCL currently  requires that an officer or director undertake
to repay such advances to the extent they exceed the amount to which the officer
or director ultimately is entitled.  The period of time within which the Company
is to advance  expenses is fifteen days after  request;  the time period  within
which the Company is to provide indemnification after request is thirty days.

        (f)     By-law Article X, which by its terms is not the exclusive  basis
for granting rights to indemnification  or advancement of expenses,  establishes
procedures for processing  indemnification  requests,  confirms the authority of
the Company to maintain  indemnification  insurance  and prohibits the repeal of
By-law Article X retroactively.  By-law Article X also provides that it applies,
to the fullest extent permitted by law, to acts or omissions  occurring prior to
its  adoption.  By-law  Article X further  stipulates  that the  rights  granted
therein are  contractual  in nature,  which is meant to prevent any  retroactive
denial or reduction of indemnification if By-law Article X is later amended.


                                      II-3

<PAGE>

        (g)     Under By-law Article X, the Board of Directors is permitted,  to
the fullest extent  permitted by law, to establish an  appropriate  scope of and
procedure for the  indemnification of, and advancement of expenses to, employees
and other persons to whom the Company is permitted to provide indemnification or
advancement of expenses.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number               Description
- ------               -----------

4.01        Certificate of Incorporation filed April 25, 1961.**

4.02        Certificate  of  Amendment to  Certificate  of  Incorporation  filed
            February 22, 1989.**

4.03        Certificate  of  Amendment to  Certificate  of  Incorporation  filed
            December 4, 1990.**

4.04        Certificate  of  Amendment to  Certificate  of  Incorporation  filed
            February 3, 1994. (Incorporated by reference to Exhibit 3 (d) to the
            Company's Annual Report on Form 10-KSB for the fiscal year ended May
            31, 1994.)

4.05        Certificate  of  Change  filed  March  2,  1995.   (Incorporated  by
            reference to Exhibit  3(e) to the  Company's  Annual  Report on Form
            10-KSB for the fiscal year ended May 31, 1995.)

4.06        By-Laws,  as amended on November  18, 1992 and  September  13, 1993.
            (Incorporated  by reference to Exhibit 3 (e) to the Company's Annual
            Report on Form 10-KSB for the fiscal year ended May 31, 1994.)

5.01        Opinion  of Parker  Chapin  Flattau & Klimpl,  LLP,  counsel  to the
            registrant, as to the legality of the Common Stock being offered.*

23.01       Consent of Holtz Rubenstein & Co., LLP.*

23.02       Consent of Parker Chapin Flattau & Klimpl, LLP (contained in Exhibit
            5.01).

99.01       1992 Stock Option Plan,  as amended and  restated  (Incorporated  by
            reference to Exhibit  10(h) to the  Company's  Annual Report on Form
            10-K for the fiscal year ended May 31, 1993.)

99.02       Amendment No. 1 to 1992 Stock Option Plan (Incorporated by reference
            to Exhibit  10(z) to the Company's  Quarterly  Report on Form 10-QSB
            for the quarterly period ended February 29, 1996.

- --------------
*       Filed herewith.
**      Incorporated  by reference to the  Company's  Registration  Statement on
        Form S-18 dated May 14, 1991. (Registration No. 33-39697-NY)


                                      II-4

<PAGE>



ITEM 9. UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

        (1)     To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                (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;

                (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, 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 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.

        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 herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                      II-5

<PAGE>



        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant to the  provisions  described  under Item 6 above,  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-6

<PAGE>



                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Hicksville,  State of New York,  on the 14th day of
June, 1996.

                                     STAR MULTI CARE SERVICES, INC.



                                     By:
                                         Stephen Sternbach
                                          Chairman of the Board of Directors,
                                          President and Chief Executive Officer


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


       SIGNATURE                  TITLE                         DATE
       ---------                  -----                         ----

 /s/ Stephen Sternbach
- ----------------------   Chairman of the Board of           June 14, 1996
 Stephen Sternbach       Directors, President and Chief
                         Executive Officer
                         (Principal Executive Officer)


 /s/ William Fellerman
- ----------------------   Chief Financial Officer,           June 14, 1996
 William Fellerman       Secretary, Treasurer, and
                         Director (Principal Financial
                         and Accounting Officer)


 /s/ John P. Innes, II
- ----------------------   Director                           June 14, 1996
 John P. Innes, II


 /s/ Matthew Solof
- ----------------------   Director                           June 14, 1996
 Matthew Solof


 /s/ Charles Berdan
- ----------------------   Director                           June 14, 1996
 Charles Berdan



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STMT. ON FORM S-8 DATED 6/14/96", "secsgml_size_bytes": 23223}]
{"company-data": {"conformed-name": "STAR MULTI CARE SERVICES INC", "cik": "0000874038", "assigned-sic": "7363", "irs-number": "111975534", "state-of-incorporation": "NY", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06063", "film-number": "96581568"}, "business-address": {"street1": "99 RAILROAD PLAZA", "street2": "SUITE 208", "city": "HICKSVILLE", "state": "NY", "zip": "11801", "phone": "7184887300"}}
As filed with the Securities and Exchange Commission on June 14, 1996

                                                           REGISTRATION NO. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         STAR MULTI CARE SERVICES, INC.
             (Exact name of registrant as specified in its charter)

          New York                                              11-1975534
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

99 Railroad Station, Hicksville, New York                         11801
(Address of Principal Executive Offices)                        (Zip Code)

                             1992 STOCK OPTION PLAN
                             as amended and restated
                            (Full title of the plan)

                        Mr. William Fellerman, Secretary
                         Star Multi Care Services, Inc.
                               99 Railroad Station
                           Hicksville, New York 11801
                     (Name and address of agent for service)

                                 (516) 938-2016
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                              James Alterbaum, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 11801

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
                                            PROPOSED      PROPOSED
TITLE OF                                    MAXIMUM       MAXIMUM
EACH CLASS               AMOUNT             OFFERING      AGGREGATE              AMOUNT OF
OF SECURITIES            TO BE              PRICE PER     OFFERING               REGISTRATION
TO BE REGISTERED         REGISTERED(1)      SHARE         PRICE                  FEE
- ---------------------------------------------------------------------------------------------
Common Stock, par                          
value $.001 per share     56,911 shares     $2.775  (2)   $  140,997.00 (2)      $ 48.62
                          16,854 shares     $3.5333 (2)   $   59,550.24 (2)      $ 20.54
                          15,900 shares     $3.5083 (2)   $   55,781.97 (2)      $ 19.24
                           6,996 shares     $6.6038 (2)   $   46,200.18 (2)      $ 15.93
                          21,200 shares     $5.8302 (2)   $  123,600.24 (2)      $ 42.62
                          30,000 shares     $6.25   (2)   $  187,500.00 (2)      $ 64.66
                          20,000 shares     $6.875  (2)   $  137,500.00 (2)      $ 47.42
                         169,219 shares     $7.0625 (3)   $1,195,109.10 (3)      $412.11
- ---------------------------------------------------------------------------------------------
Total                    337,080 shares                   $1,946,238.70          $671.14
- ---------------------------------------------------------------------------------------------
(1)     The number of  additional  shares of Common  Stock that were  originally
        authorized  for  issuance  under the 1992 Stock Option Plan was 200,000.
        This amount has been adjusted to reflect a three-for-two  stock split in
        April 1994 and two 6% stock  dividends in April 1995 and December  1995,
        respectively.  Pursuant  to Rule  416(b),  there  shall  also be  deemed
        covered hereby all additional  securities  resulting from  anti-dilution
        adjustments under the 1992 Stock Option Plan.

(2)     Estimated  solely for the purpose of calculating the registration fee on
        the basis of,  pursuant to Rule 457(h),  the exercise price of presently
        outstanding options.  Adjusted to reflect a three-for-two stock split in
        April 1994 and two 6% stock  dividends in April 1995 and December  1995,
        respectively.

(3)     Estimated  solely for the purpose of calculating the registration fee on
        the basis of,  pursuant to Rule 457(c),  the average of the high and low
        sales prices per share of the registrant's  Common Stock on the National
        Association of Securities Dealers Automated Quotation System on June 10,
        1996.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The  following  documents  heretofore  filed  by the  Company  with  the
Securities and Exchange  Commission (File No. 1-10751) pursuant to Section 13(a)
of the Securities  Exchange Act of 1934 (the "1934 Act") are incorporated herein
by reference:

        (a)     The  Company's  Annual Report on Form 10-KSB for the fiscal year
ended May 31, 1995;

        (b)     The  Company's  Quarterly  Reports on Form 10-QSB for the fiscal
quarters ended August 31, 1995, November 30, 1995 and February 29, 1995; and

        (c)     The  description of the Company's  Common Stock contained in the
Company's  Registration Statement on Form 8-A filed on April 15, 1991, including
any amendment or report filed for the purpose of updating such descriptions.

        All  documents  filed  subsequent  to  the  date  of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not Applicable.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        (a)     Section 722 of the New York Business  Corporation  Law ("NYBCL")
permits,  in general,  a New York  corporation  to indemnify any person made, or
threatened  to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the  corporation,  or served another
entity in any capacity at the request of the corporation,  against any judgment,
fines, amounts paid in settlement and reasonable expenses,  including attorneys'
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein,  if such person acted in good faith,  for a purpose he or
she reasonably believed to be in, or, in the case of service for another entity,
not opposed to, the best interests of the corporation  and, in criminal  actions
or proceedings,  in addition had no reasonable  cause to believe that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance  of a final  disposition  of such  action  or  proceeding  the  expenses
incurred in defending  such action or proceeding  upon receipt of an undertaking
by or on behalf of the  director  or officer to repay such amount as, and to the
extent,   required  by  statute.   Section  721  of  the  NYBCL   provides  that
indemnification  and  advancement of expense  provisions  contained in the NYBCL
shall not be deemed  exclusive  of any  rights to which a  director  or  officer
seeking  indemnification  or  advancement  of expenses may be entitled,  whether
contained in the certificate of  incorporation or the by-laws of the corporation
or, when  authorized by such  certificate  of  incorporation  or by-laws,  (i) a
resolution  of  shareholders,  (ii)  a  resolution  of  directors  or  (iii)  an
agreement,  provided no indemnification may be made on behalf of any director or
officer if a judgment or other  final  adjudication  adverse to the  director or
officer establishes that his or her acts were committed in bad faith or were the
result of active or  deliberate  dishonesty  and were  material  to the cause of
action so adjudicated,  or that he or she personally  gained in fact a financial
profit or other advantage to which he or she was not legally entitled.

        (b)     The Company's  Certificate of Incorporation  provides in Article
Twelfth as follows:

        TWELFTH:  To  the  fullest  extent  now  or  hereafter  provided  for or
        permitted by law, no director of the Company shall be personally  liable
        to the Company or its shareholders for damages for any breach of duty in
        such capacity.  Neither the amendment or repeal of this Article Twelfth,
        nor the adoption of any provision of the  Certificate  of  Incorporation
        inconsistent  with this Article  Twelfth,  shall eliminate or reduce the
        protection  by this  Article  Twelfth  to a director  of the  Company in
        respect to any matter which  occurred,  or any cause of action,  suit or
        claim which but for this Article  Twelfth  would have accrued or arisen,
        prior to such amendment, repeal or adoption.

        (c)     Article X of the Company's  By-Laws provides,  in general,  that
the Company  shall  indemnify  any officer or director  (including  officers and
directors  serving  another  corporation,  partnership,  joint  venture,  trust,
employee  benefit  plan or other  enterprise  in any  capacity at the  Company's
request)  made,  or  threatened  to be made, a party to an action or  proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that he or she was serving in any

                                      II-2
of those capacities  against  judgments,  fines,  amounts paid in settlement and
reasonable  expenses  (including   attorneys'  fees)  actually  and  necessarily
incurred  in  connection  with the  defense of or as a result of such  action or
proceeding  or in connection  with any appeal  thereof.  Indemnification  is not
available under Article X if a judgment or other final  adjudication  adverse to
such director or officer  establishes that (i) his or her acts were committed in
bad faith or were the result of active and deliberate  dishonesty and, in either
case,  were  material to the cause of action so  adjudicated,  or (ii) he or she
personally  gained in fact a financial  profit or other advantage to which he or
she was not legally entitled.

        (d)     Pursuant  to By-law  Article X, the  Company  has  entered  into
indemnification  agreements with certain of its directors and officers providing
for the indemnification of such directors and officers in derivative actions, as
well as with respect to third party actions. The NYBCL mandates  indemnification
in  derivative  actions if the officer or director has been  successful,  on the
merits  or  otherwise,  in  the  defense  of  the  action.  The  indemnification
agreements,  as well as Section 722 of the NYBCL, do not permit  indemnification
in  derivative  actions  for (a)  proceedings  which are  settled  or  otherwise
disposed  of or (b)  claims to which a person  has been  adjudged  to be liable,
unless court approved.  However,  in reliance on Section 721 of the NYBCL, which
provides  that the  statutory  indemnification  provisions  are not exclusive of
other  rights  which  may  be  provided  to  an  officer  or  director   seeking
indemnification,  By-law Article X also extends the right of  indemnification to
settlements  and  unsuccessful   defenses  of  derivative  actions  without  the
necessity of a court determination  provided the person seeking  indemnification
meets the standard  described  in the  preceding  paragraph.  The Company is not
aware of any judicial  determination  as to whether  indemnification  provisions
such as those related to derivative actions in By-Law Article X (which, by their
terms,  exceed the scope of NYBCL  Section 722 but where the standard of conduct
set forth in NYBCL  Section 721 has been met) are  enforceable  pursuant to such
nonexclusivity provision.

        (e)     By-law Article X, like the indemnification agreements,  provides
that the  expenses  incurred  in  defending  any action to which a  director  or
officer  may be  entitled  to  indemnification  shall be advanced by the Company
prior  to the  final  disposition  of  the  action  as  long  as the  indemnitee
undertakes  to repay such  advances  if  required  by law.  The Company has been
advised that the NYBCL currently  requires that an officer or director undertake
to repay such advances to the extent they exceed the amount to which the officer
or director ultimately is entitled.  The period of time within which the Company
is to advance  expenses is fifteen days after  request;  the time period  within
which the Company is to provide indemnification after request is thirty days.

        (f)     By-law Article X, which by its terms is not the exclusive  basis
for granting rights to indemnification  or advancement of expenses,  establishes
procedures for processing  indemnification  requests,  confirms the authority of
the Company to maintain  indemnification  insurance  and prohibits the repeal of
By-law Article X retroactively.  By-law Article X also provides that it applies,
to the fullest extent permitted by law, to acts or omissions  occurring prior to
its  adoption.  By-law  Article X further  stipulates  that the  rights  granted
therein are  contractual  in nature,  which is meant to prevent any  retroactive
denial or reduction of indemnification if By-law Article X is later amended.

                                      II-3
(g)     Under By-law Article X, the Board of Directors is permitted,  to
the fullest extent  permitted by law, to establish an  appropriate  scope of and
procedure for the  indemnification of, and advancement of expenses to, employees
and other persons to whom the Company is permitted to provide indemnification or
advancement of expenses.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number               Description
- ------               -----------

4.01        Certificate of Incorporation filed April 25, 1961.**

4.02        Certificate  of  Amendment to  Certificate  of  Incorporation  filed
            February 22, 1989.**

4.03        Certificate  of  Amendment to  Certificate  of  Incorporation  filed
            December 4, 1990.**

4.04        Certificate  of  Amendment to  Certificate  of  Incorporation  filed
            February 3, 1994. (Incorporated by reference to Exhibit 3 (d) to the
            Company's Annual Report on Form 10-KSB for the fiscal year ended May
            31, 1994.)

4.05        Certificate  of  Change  filed  March  2,  1995.   (Incorporated  by
            reference to Exhibit  3(e) to the  Company's  Annual  Report on Form
            10-KSB for the fiscal year ended May 31, 1995.)

4.06        By-Laws,  as amended on November  18, 1992 and  September  13, 1993.
            (Incorporated  by reference to Exhibit 3 (e) to the Company's Annual
            Report on Form 10-KSB for the fiscal year ended May 31, 1994.)

5.01        Opinion  of Parker  Chapin  Flattau & Klimpl,  LLP,  counsel  to the
            registrant, as to the legality of the Common Stock being offered.*

23.01       Consent of Holtz Rubenstein & Co., LLP.*

23.02       Consent of Parker Chapin Flattau & Klimpl, LLP (contained in Exhibit
            5.01).

99.01       1992 Stock Option Plan,  as amended and  restated  (Incorporated  by
            reference to Exhibit  10(h) to the  Company's  Annual Report on Form
            10-K for the fiscal year ended May 31, 1993.)

99.02       Amendment No. 1 to 1992 Stock Option Plan (Incorporated by reference
            to Exhibit  10(z) to the Company's  Quarterly  Report on Form 10-QSB
            for the quarterly period ended February 29, 1996.

- --------------
*       Filed herewith.
**      Incorporated  by reference to the  Company's  Registration  Statement on
        Form S-18 dated May 14, 1991. (Registration No. 33-39697-NY)

                                      II-4
ITEM 9. UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

        (1)     To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                (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;

                (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, 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 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.

        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 herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-5
Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant to the  provisions  described  under Item 6 above,  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-6
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  Hicksville,  State of New York,  on the 14th day of
June, 1996.

                                     STAR MULTI CARE SERVICES, INC.

                                     By:
                                         Stephen Sternbach
                                          Chairman of the Board of Directors,
                                          President and Chief Executive Officer

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

       SIGNATURE                  TITLE                         DATE
       ---------                  -----                         ----

 /s/ Stephen Sternbach
- ----------------------   Chairman of the Board of           June 14, 1996
 Stephen Sternbach       Directors, President and Chief
                         Executive Officer
                         (Principal Executive Officer)

 /s/ William Fellerman
- ----------------------   Chief Financial Officer,           June 14, 1996
 William Fellerman       Secretary, Treasurer, and
                         Director (Principal Financial
                         and Accounting Officer)

 /s/ John P. Innes, II
- ----------------------   Director                           June 14, 1996
 John P. Innes, II

 /s/ Matthew Solof
- ----------------------   Director                           June 14, 1996
 Matthew Solof

 /s/ Charles Berdan
- ----------------------   Director                           June 14, 1996
 Charles Berdan

                                      II-7