As filed with the Securities and Exchange Commission on June 4, 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)

                        1991 INCENTIVE STOCK OPTION PLAN
                            (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 10036-8735

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              13,652 shares     $ 3.1921 (2)   $ 43,578.55 (2)   $  15.03
                    2,949 shares     $ 4.1533 (2)   $ 12,248.08 (2)   $   4.23
                   33,961 shares     $ 7.00   (3)   $237,727.00 (3)   $  81.98
- --------------------------------------------------------------------------------
Total              50,562 shares                    $293,553.630      $ 101.24
- --------------------------------------------------------------------------------

(1)   The number of shares of Common Stock that were  originally  authorized for
      issuance  under the 1991  Incentive  Stock  Option Plan was  30,000.  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

                                                        
<PAGE>



      deemed   covered   hereby  all   additional   securities   resulting  from
      anti-dilution adjustments under the 1991 Incentive 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 May 31,
      1996.


                                       -2-

<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             1991 Incentive Stock Option Plan.**
          

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

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:

                                      II-4

<PAGE>



                                    (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.

                           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-5

<PAGE>



                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of New York, State of New York, on the 31st day of
May, 1996.

                                      STAR MULTI CARE SERVICES, INC.



                                      By: /s/ Stephen Sternbach
                                         ---------------------------------------
                                         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            May 31, 1996
- -------------------------     Directors, President and Chief
      Stephen Sternbach       Executive Officer
                              (Principal Executive Officer)

/s/ William Fellerman         Chief Financial Officer,            May 31, 1996
- -------------------------     Secretary, Treasurer, and
      William Fellerman       Director (Principal Financial
                              and Accounting Officer)

/s/ John P. Innes             Director                            May 31, 1996
- ------------------------
      John P. Innes, II

/s/ Matthew Solof             Director                            May 31, 1996
- ------------------------
      Matthew Solof

/s/ Charles Berdan            Director                            May 31, 1996
- ------------------------
     Charles Berdan



                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22817}]
{"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": "333-05177", "film-number": "96576709"}, "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 4, 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)

                        1991 INCENTIVE STOCK OPTION PLAN
                            (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 10036-8735

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              13,652 shares     $ 3.1921 (2)   $ 43,578.55 (2)   $  15.03
                    2,949 shares     $ 4.1533 (2)   $ 12,248.08 (2)   $   4.23
                   33,961 shares     $ 7.00   (3)   $237,727.00 (3)   $  81.98
- --------------------------------------------------------------------------------
Total              50,562 shares                    $293,553.630      $ 101.24
- --------------------------------------------------------------------------------

(1)   The number of shares of Common Stock that were  originally  authorized for
      issuance  under the 1991  Incentive  Stock  Option Plan was  30,000.  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 1991 Incentive 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 May 31,
      1996.

                                       -2-
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             1991 Incentive Stock Option Plan.**
          

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

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:

                                      II-4
(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.

                           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-5
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of New York, State of New York, on the 31st day of
May, 1996.

                                      STAR MULTI CARE SERVICES, INC.

                                      By: /s/ Stephen Sternbach
                                         ---------------------------------------
                                         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            May 31, 1996
- -------------------------     Directors, President and Chief
      Stephen Sternbach       Executive Officer
                              (Principal Executive Officer)

/s/ William Fellerman         Chief Financial Officer,            May 31, 1996
- -------------------------     Secretary, Treasurer, and
      William Fellerman       Director (Principal Financial
                              and Accounting Officer)

/s/ John P. Innes             Director                            May 31, 1996
- ------------------------
      John P. Innes, II

/s/ Matthew Solof             Director                            May 31, 1996
- ------------------------
      Matthew Solof

/s/ Charles Berdan            Director                            May 31, 1996
- ------------------------
     Charles Berdan

                                      II-6