Registration No.333-__________

                As filed with the Securities and
              Exchange Commission on April 19, 2004



               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   The Securities Act of 1933
                        _________________

                   AMERICAN HEALTHCHOICE, INC.
     (Exact name of the Company as specified in its charter)

               New York                   11-2931252
     (State or other jurisdiction       (I.R.S. Employer
    of incorporation or organization)   Identification No.)

                 2221 Justin Road, Suite 119-154
                    Flower Mound, Texas 75028
            (Address of principal executive offices)
                        _________________

                  2004 LEGAL SERVICES AGREEMENT

                      Dr. Joseph W. Stucki
                   American HealthChoice, Inc.
                 2221 Justin Road, Suite 119-154
                    Flower Mound, Texas 75028
             (Name and address of agent for service)

                         (972) 538-0122

                         With copies to:

                      Ronald L. Brown, Esq.
                        Andrews Kurth LLP
                  1717 Main Street, Suite 3700
                       Dallas, Texas 75201
                         (214) 659-4469
                 CALCULATION OF REGISTRATION FEE

                               Proposed     Proposed
                               Maximum      Maximum
  Title of                     Offering    Aggregate      Amount of
Securities to  Amount to be   Price per     Offering     Registration
be Registered  Registered(1)   Share (2)   Price (1)(2)     Fee (2)
-------------  -------------  ----------  ------------   -------------
Common Stock,    4,500,000     $0.012      $54,000         $10.00
$0.001

(1)  In addition, pursuant to Rule 416(c) under the Securities
     Act of 1933, as amended (the "Securities Act"), this
     Registration Statement also covers an indeterminate number
     of additional shares that may be issuable in connection with
     share splits, share dividends or similar transactions.

(2)  Estimated pursuant to Rule 457(c) under the Securities Act,
     solely for the purpose of calculating the registration fee,
     based on the average of the bid and asked prices for the
     Company's common stock as reported within five business days
     prior to the date of this filing.


<PAGE>

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information. *
          ----------------

Item 2.   Company Information and Employee Plan Annual Information.*
          --------------------------------------------------------

*The document(s) containing the information specified in Part 1
of Form S-8 will be sent or given to participants as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Securities Act").  Such document(s) are not
being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Act.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          -----------------------------------------------

          The following documents previously or concurrently filed
by American HealthChoice, Inc. (the "Company") with the Commission
are hereby incorporated by reference into this Registration Statement:

          (a)  The Company's Annual Report on Form 10-KSB for the fiscal
               year ended September 30, 2003 (the "Annual Report") filed
               by the Company (SEC File No.   000-26740) under the
               Securities Exchange Act of 1934 (the "Exchange Act").

          (b)  All other reports filed pursuant to Section 13(a) or 15(d)
               of the Exchange Act since the end of the fiscal year
               covered by the Annual Report referred to in (a) above.

          All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities them remaining
unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of
the filing of such documents.  Any statement contained in the
documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the
extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to
be, incorporated by reference herein or therein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement
and the Prospectus.

Item 4.   Description of Securities.
          -------------------------

          The only outstanding class of equity securities is the
common stock.  As of March 31, 2004, 107,362,376 common shares of
the Company's common stock are held of record by approximately
200 persons.  Each share of common stock entitles the holder of
record thereof to cast one vote on all matters acted upon at the
Company's stockholder meetings.  Directors are elected by a
plurality vote.  Because holders of common stock do not have
cumulative voting rights, holders or a single holder of more than
50% of the outstanding shares of common stock present and voting
at an annual meeting at which a quorum is present can elect all
of the Company's directors.  Holders of common stock have no
preemptive rights and have no right to convert their common stock
into any other securities.  All of the outstanding shares of
common stock are fully paid and non-assessable.  Holders of
common stock are entitled to receive ratably such dividends, if
any, as may be declared from time to time by the Board of
Directors in its sole discretion from funds legally available
therefor.  In the event the Company is liquidated, dissolved or
wound up, holders of common stock are entitled to share ratably
in the assets remaining after liabilities and all accrued and
unpaid cash dividends are paid.



                               -2-


<PAGE>

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          In accordance with the Business Corporation Law of the
State of New York (the "Business Corporation Law"), Articles 9
and 10 of the Company's Certificate of Incorporation (the
"Certificate") provides that except as may otherwise be
specifically provided in the Certificate, no provision of the
Certificate is intended by the Company to be construed as
limiting, prohibiting, denying, or abrogating any of the general
or specific powers or rights conferred under the Business
Corporation Law upon the Company, upon its shareholders,
bondholders, and security holders, and upon its directors,
officers, and other corporate personnel, including, in particular
the power of the Company to furnish indemnification to directors
and officers in the capacities defined and prescribed by the
Business Corporation Law and the defined and prescribed rights of
said persons to indemnification as the same are conferred by the
Business Corporation Law.

          No director of the Company shall be personally liable
to the Company or any of its shareholders for damages for any
breach of duty in such capacity except if a judgment or other
final adjudication adverse to him establishes that his acts or
omissions were in bad faith or involved intentional misconduct or
a knowing violation of the law, or that he personally gained in
fact a financial profit or other advantage to which he was not
legally entitled or that his acts violated Section 719 of the
Business Corporation Law.

          Article V of the Company Bylaws further provide as
follows:

          On the terms, to the extent, and subject to the
          conditions prescribed by statute, and by such rules and
          by such rules and regulations, not inconsistent with
          statute, that the board may in its discretion impose in
          general or particular cases or classes or cases:
          (a) the Company shall indemnify any person made or
          threatened to be made party to an action or proceeding,
          civil or criminal, including any action by or in the
          right of any other corporation of any type or kind,
          domestic or foreign, which any director or officer of
          the Company served in any capacity at the request of
          the Company, by reason of the fact that he, his
          testator or intestate, was a director or officer of the
          Company, or served such other corporation in any
          capacity, against judgments, 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, and (b) the Company may pay, in advance of
          final disposition of any action or proceeding, expenses
          incurred by such person in defending such action or
          proceeding.  The Company shall indemnify and make
          advancements to any person made or threatened to be
          made a party to any such action or proceeding by reason
          of the fact that he, his testator or intestate, was an
          agent or employee (other than a director or an officer)
          of the Company or served another corporation at the
          request of the Company in any capacity, on the terms,
          to the extent and subject to the conditions prescribed
          by statute, and by any rules and regulations of the
          board which would have been applicable if he had been a
          director or officer of the Company.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable.

Item 8.   Exhibits.
          --------

      4.1   Engagement Agreement dated March 15, 2004 between
            the Company and Michael L. Corrigan.

      5.1   Opinion of Andrews Kurth LLP.

     23.1   Consent of Lane Gorman & Trubitt, L.L.P.

     23.4   Consent of Andrews Kurth LLP (included in
            Exhibit 5.1).

     24.1   Power of Attorney (included on Signature Page to the
            Registration Statement).



                               -3-


<PAGE>

Item 9.   Undertakings.
          ------------

          (a)  The undersigned Company hereby undertakes:

               (1)  To file, during any period in which offers or sales
                    are being made, a post-effective amendment to the
                    Registration Statement to: (i) include any prospectus
                    required by Section 10(a)(3) of the Securities Act;
                    (ii) reflect in the prospectus any facts or events
                    arising after the effective date of the Registration
                    Statement which, individually or in the aggregate,
                    represent a fundamental change in the information set
                    forth in the Registration Statement; and notwithstanding
                    the foregoing, any increase or decrease in volume of
                    securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end
                    of the estimated maximum offering range may be reelected
                    in the form of a prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes
                    in volume and price represent no more than a 20 percent
                    change in the maximum aggregate offering price set forth
                    in the "Calculation of Registration" table in the
                    effective registration statement; and (iii) 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
                    provisions (i) and (ii) of this undertaking are
                    inapplicable if the information to be filed thereunder is
                    contained in periodic reports filed by the Company
                    pursuant to the Exchange Act that are incorporated by
                    reference into the Registration Statement.

               (2)  That, for the purpose of determining any liability under
                    the Securities Act, 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 post-effective
                    amendment any of the securities being registered which
                    remains unsold at the termination of the offering.

          (b)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than director, officer or controlling person 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 Company 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 is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

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


                               -4-


<PAGE>

                           SIGNATURES

          Pursuant to the requirements of the Securities Act, the
Company and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Flower Mound, State of Texas, on April
19, 2004.

                              AMERICAN HEALTHCHOICE, INC.



                              By:  /S/ Dr. Joseph W. Stucki
                                 --------------------------------
                                   Dr. Joseph W. Stucki, Chief
                                     Executive Officer and
                                     President

          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.
Each person whose signature to the Registration Statement appears
below hereby appoints John Stuecheli, as such person's attorney-
in-fact with full power to act alone, with full power of
substitution or resubstitution, for such person and in such
person's name, place and stead, in any and all capacities to sign
on such person's behalf, individually and in the capacities
stated below, and to file any and all amendments and post-
effective amendments to this Registration Statement, which
amendment or amendments may make such changes and additions as
such attorney-in-fact may deem necessary or appropriate.

Name                           Office                             Date
--------------------------     ---------------------------    --------------


 /S/ Dr. Joseph W. Stucki      Chairman, Chief Executive      April 19, 2004
--------------------------       Officer, President and
Dr. Joseph W. Stucki             Director
                               (Principal Executive Officer)


 /S/ John Stuecheli             Vice President-Finance and    April 19, 2004
---------------------------     Chief Financial Officer
John Stuecheli                  (Principal Financial and
                                  Accounting Officer)


 /S/ V. John Mansfield               Director                 April 19, 2004
----------------------------
V. John Mansfield



 /S/ James Roberts                   Director                 April 19, 2004
-----------------------------
James Roberts


 /S/ Dr. Jeff Jones                  Director                 April 19, 2004
-----------------------------
Dr. Jeff Jones


 /S/ Dr. Michael Smith               Director                 April 19, 2004
-----------------------------
Dr. Michael Smith





                               -5-


<PAGE>

                   AMERICAN HEALTHCHOICE, INC.

                          EXHIBIT INDEX
                               TO
                 FORM S-8 REGISTRATION STATEMENT

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

  4.1     Engagement Agreement dated March 15, 2004 between the
          Company and Michael L. Corrigan.

  5.1     Opinion of Andrews Kurth LLP.

 23.1     Consent of Lane Gorman & Trubitt, L.L.P.

 23.4     Consent of Andrews Kurth LLP (included in Exhibit 5.1).

 24.1     Power of Attorney (included on Signature Page to the
          Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "ahcform-s8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8 LEGAL SERVICES AGREEMENT", "secsgml_size_bytes": 19167}]
{"company-data": {"conformed-name": "AMERICAN HEALTHCHOICE INC /NY/", "cik": "0000854862", "assigned-sic": "8011", "irs-number": "112931252", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114570", "film-number": "04739890"}, "business-address": {"street1": "2221 JUSTIN ROAD, SUITE 119-154", "city": "FLOWER MOUND", "state": "TX", "zip": "75028", "phone": "9727511900"}, "mail-address": {"street1": "2221 JUSTIN ROAD, SUITE 119-154", "city": "FLOWER MOUND", "state": "TX", "zip": "75028"}, "former-company": {"former-conformed-name": "PAUDAN INC", "date-changed": "19920703"}}
Registration No.333-__________

                As filed with the Securities and
              Exchange Commission on April 19, 2004

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   The Securities Act of 1933
                        _________________

                   AMERICAN HEALTHCHOICE, INC.
     (Exact name of the Company as specified in its charter)

               New York                   11-2931252
     (State or other jurisdiction       (I.R.S. Employer
    of incorporation or organization)   Identification No.)

                 2221 Justin Road, Suite 119-154
                    Flower Mound, Texas 75028
            (Address of principal executive offices)
                        _________________

                  2004 LEGAL SERVICES AGREEMENT

                      Dr. Joseph W. Stucki
                   American HealthChoice, Inc.
                 2221 Justin Road, Suite 119-154
                    Flower Mound, Texas 75028
             (Name and address of agent for service)

                         (972) 538-0122

                         With copies to:

                      Ronald L. Brown, Esq.
                        Andrews Kurth LLP
                  1717 Main Street, Suite 3700
                       Dallas, Texas 75201
                         (214) 659-4469
                 CALCULATION OF REGISTRATION FEE

                               Proposed     Proposed
                               Maximum      Maximum
  Title of                     Offering    Aggregate      Amount of
Securities to  Amount to be   Price per     Offering     Registration
be Registered  Registered(1)   Share (2)   Price (1)(2)     Fee (2)
-------------  -------------  ----------  ------------   -------------
Common Stock,    4,500,000     $0.012      $54,000         $10.00
$0.001

(1)  In addition, pursuant to Rule 416(c) under the Securities
     Act of 1933, as amended (the "Securities Act"), this
     Registration Statement also covers an indeterminate number
     of additional shares that may be issuable in connection with
     share splits, share dividends or similar transactions.

(2)  Estimated pursuant to Rule 457(c) under the Securities Act,
     solely for the purpose of calculating the registration fee,
     based on the average of the bid and asked prices for the
     Company's common stock as reported within five business days
     prior to the date of this filing.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information. *
          ----------------

Item 2.   Company Information and Employee Plan Annual Information.*
          --------------------------------------------------------

*The document(s) containing the information specified in Part 1
of Form S-8 will be sent or given to participants as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Securities Act").  Such document(s) are not
being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Act.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          -----------------------------------------------

          The following documents previously or concurrently filed
by American HealthChoice, Inc. (the "Company") with the Commission
are hereby incorporated by reference into this Registration Statement:

          (a)  The Company's Annual Report on Form 10-KSB for the fiscal
               year ended September 30, 2003 (the "Annual Report") filed
               by the Company (SEC File No.   000-26740) under the
               Securities Exchange Act of 1934 (the "Exchange Act").

          (b)  All other reports filed pursuant to Section 13(a) or 15(d)
               of the Exchange Act since the end of the fiscal year
               covered by the Annual Report referred to in (a) above.

          All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities them remaining
unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of
the filing of such documents.  Any statement contained in the
documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the
extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to
be, incorporated by reference herein or therein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement
and the Prospectus.

Item 4.   Description of Securities.
          -------------------------

          The only outstanding class of equity securities is the
common stock.  As of March 31, 2004, 107,362,376 common shares of
the Company's common stock are held of record by approximately
200 persons.  Each share of common stock entitles the holder of
record thereof to cast one vote on all matters acted upon at the
Company's stockholder meetings.  Directors are elected by a
plurality vote.  Because holders of common stock do not have
cumulative voting rights, holders or a single holder of more than
50% of the outstanding shares of common stock present and voting
at an annual meeting at which a quorum is present can elect all
of the Company's directors.  Holders of common stock have no
preemptive rights and have no right to convert their common stock
into any other securities.  All of the outstanding shares of
common stock are fully paid and non-assessable.  Holders of
common stock are entitled to receive ratably such dividends, if
any, as may be declared from time to time by the Board of
Directors in its sole discretion from funds legally available
therefor.  In the event the Company is liquidated, dissolved or
wound up, holders of common stock are entitled to share ratably
in the assets remaining after liabilities and all accrued and
unpaid cash dividends are paid.

                               -2-
Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          In accordance with the Business Corporation Law of the
State of New York (the "Business Corporation Law"), Articles 9
and 10 of the Company's Certificate of Incorporation (the
"Certificate") provides that except as may otherwise be
specifically provided in the Certificate, no provision of the
Certificate is intended by the Company to be construed as
limiting, prohibiting, denying, or abrogating any of the general
or specific powers or rights conferred under the Business
Corporation Law upon the Company, upon its shareholders,
bondholders, and security holders, and upon its directors,
officers, and other corporate personnel, including, in particular
the power of the Company to furnish indemnification to directors
and officers in the capacities defined and prescribed by the
Business Corporation Law and the defined and prescribed rights of
said persons to indemnification as the same are conferred by the
Business Corporation Law.

          No director of the Company shall be personally liable
to the Company or any of its shareholders for damages for any
breach of duty in such capacity except if a judgment or other
final adjudication adverse to him establishes that his acts or
omissions were in bad faith or involved intentional misconduct or
a knowing violation of the law, or that he personally gained in
fact a financial profit or other advantage to which he was not
legally entitled or that his acts violated Section 719 of the
Business Corporation Law.

          Article V of the Company Bylaws further provide as
follows:

          On the terms, to the extent, and subject to the
          conditions prescribed by statute, and by such rules and
          by such rules and regulations, not inconsistent with
          statute, that the board may in its discretion impose in
          general or particular cases or classes or cases:
          (a) the Company shall indemnify any person made or
          threatened to be made party to an action or proceeding,
          civil or criminal, including any action by or in the
          right of any other corporation of any type or kind,
          domestic or foreign, which any director or officer of
          the Company served in any capacity at the request of
          the Company, by reason of the fact that he, his
          testator or intestate, was a director or officer of the
          Company, or served such other corporation in any
          capacity, against judgments, 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, and (b) the Company may pay, in advance of
          final disposition of any action or proceeding, expenses
          incurred by such person in defending such action or
          proceeding.  The Company shall indemnify and make
          advancements to any person made or threatened to be
          made a party to any such action or proceeding by reason
          of the fact that he, his testator or intestate, was an
          agent or employee (other than a director or an officer)
          of the Company or served another corporation at the
          request of the Company in any capacity, on the terms,
          to the extent and subject to the conditions prescribed
          by statute, and by any rules and regulations of the
          board which would have been applicable if he had been a
          director or officer of the Company.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable.

Item 8.   Exhibits.
          --------

      4.1   Engagement Agreement dated March 15, 2004 between
            the Company and Michael L. Corrigan.

      5.1   Opinion of Andrews Kurth LLP.

     23.1   Consent of Lane Gorman & Trubitt, L.L.P.

     23.4   Consent of Andrews Kurth LLP (included in
            Exhibit 5.1).

     24.1   Power of Attorney (included on Signature Page to the
            Registration Statement).

                               -3-
Item 9.   Undertakings.
          ------------

          (a)  The undersigned Company hereby undertakes:

               (1)  To file, during any period in which offers or sales
                    are being made, a post-effective amendment to the
                    Registration Statement to: (i) include any prospectus
                    required by Section 10(a)(3) of the Securities Act;
                    (ii) reflect in the prospectus any facts or events
                    arising after the effective date of the Registration
                    Statement which, individually or in the aggregate,
                    represent a fundamental change in the information set
                    forth in the Registration Statement; and notwithstanding
                    the foregoing, any increase or decrease in volume of
                    securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end
                    of the estimated maximum offering range may be reelected
                    in the form of a prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes
                    in volume and price represent no more than a 20 percent
                    change in the maximum aggregate offering price set forth
                    in the "Calculation of Registration" table in the
                    effective registration statement; and (iii) 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
                    provisions (i) and (ii) of this undertaking are
                    inapplicable if the information to be filed thereunder is
                    contained in periodic reports filed by the Company
                    pursuant to the Exchange Act that are incorporated by
                    reference into the Registration Statement.

               (2)  That, for the purpose of determining any liability under
                    the Securities Act, 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 post-effective
                    amendment any of the securities being registered which
                    remains unsold at the termination of the offering.

          (b)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than director, officer or controlling person 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 Company 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 is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

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

                               -4-
SIGNATURES

          Pursuant to the requirements of the Securities Act, the
Company and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Flower Mound, State of Texas, on April
19, 2004.

                              AMERICAN HEALTHCHOICE, INC.

                              By:  /S/ Dr. Joseph W. Stucki
                                 --------------------------------
                                   Dr. Joseph W. Stucki, Chief
                                     Executive Officer and
                                     President

          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.
Each person whose signature to the Registration Statement appears
below hereby appoints John Stuecheli, as such person's attorney-
in-fact with full power to act alone, with full power of
substitution or resubstitution, for such person and in such
person's name, place and stead, in any and all capacities to sign
on such person's behalf, individually and in the capacities
stated below, and to file any and all amendments and post-
effective amendments to this Registration Statement, which
amendment or amendments may make such changes and additions as
such attorney-in-fact may deem necessary or appropriate.

Name                           Office                             Date
--------------------------     ---------------------------    --------------

 /S/ Dr. Joseph W. Stucki      Chairman, Chief Executive      April 19, 2004
--------------------------       Officer, President and
Dr. Joseph W. Stucki             Director
                               (Principal Executive Officer)

 /S/ John Stuecheli             Vice President-Finance and    April 19, 2004
---------------------------     Chief Financial Officer
John Stuecheli                  (Principal Financial and
                                  Accounting Officer)

 /S/ V. John Mansfield               Director                 April 19, 2004
----------------------------
V. John Mansfield

 /S/ James Roberts                   Director                 April 19, 2004
-----------------------------
James Roberts

 /S/ Dr. Jeff Jones                  Director                 April 19, 2004
-----------------------------
Dr. Jeff Jones

 /S/ Dr. Michael Smith               Director                 April 19, 2004
-----------------------------
Dr. Michael Smith

                               -5-
AMERICAN HEALTHCHOICE, INC.

                          EXHIBIT INDEX
                               TO
                 FORM S-8 REGISTRATION STATEMENT

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

  4.1     Engagement Agreement dated March 15, 2004 between the
          Company and Michael L. Corrigan.

  5.1     Opinion of Andrews Kurth LLP.

 23.1     Consent of Lane Gorman & Trubitt, L.L.P.

 23.4     Consent of Andrews Kurth LLP (included in Exhibit 5.1).

 24.1     Power of Attorney (included on Signature Page to the
          Registration Statement).