<PAGE>
As filed with the Securities and Exchange Commission on
June 28, 1996.
- -----------------------------------------------------------------
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                              __________

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

                     HOUSECALL MEDICAL RESOURCES, INC.
          --------------------------------------------------
          (Exact Name of Issuer as Specified in its Charter)

          Delaware                           58-2114917
_______________________________         _____________________
(State or Other Jurisdiction of              (I.R.S. Employer
Incorporation or Organization)          Identification Number)

 1000 Abernathy Road, Building 400, Ste. 1825, Atlanta, Georgia   30328
- -------------------------------------------------------------------------
       (Address of principal executive offices)              (Zip Code)

   Housecall Medical Resources, Inc. and its Subsidiaries 1996 Stock Option
   and Restricted Stock Purchase Plan; Housecall Medical Resources, Inc. and
   its Subsidiaries [1994] Stock Option and Restricted Stock Purchase Plan;
    and Housecall Medical Resources, Inc. and its Subsidiaries Performance
                   Stock Option and Restricted Stock Purchase Plan
     ------------------------------------------------------------------------
                            Full Title of the Plans

                            Peter J. Bibb
               Vice President and Chief Financial Officer
                         HOUSECALL MEDICAL RESOURCES, INC.
              1000 Abernathy Road, Building 400, Ste. 1825,
                          Atlanta, Georgia  30328
                            (770) 379-9000
- -------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of
   Agent for Service)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
                                                        Proposed
Title of Securities          Amount to              Maximum Aggregate            Amount of
To Be Registered             Be Registered           Offering Price            Registration Fee
- -------------------          -------------          ------------------         ---------------

<S>                          <C>                    <C>                            <C>
Common Stock, $0.01          1,717,702 shares        $10,557,289<F1>               $3,640.44
par value
- -----------------------------------------------------------------------------------------------------
<FN>
<F1>  Determined in accordance with Rule 457(h)(1) and Rule 457(c) under the
      Securities Act of 1933, based on the exercise prices of outstanding and
      previously exercised options and purchase rights and based on $19.1875,
      the average of the high and low sale prices quoted on The Nasdaq Stock
      Market on June 24, 1996, with respect to shares issuable under the
      Plans that are not subject to outstanding options or rights.
</FN>
/TABLE
<PAGE>
<PAGE>

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference into this
Registration Statement on Form S-8, and shall be deemed to be
a part thereof from the later of the date of filing of such documents
and the date of filing of this Registration Statement:

     (a)  The Registrant's Prospectus dated April 3, 1996, filed pursuant
          to Rule 422(b) under the Securities Act of 1933;

     (b)  All other reports of the Registrant filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act since June 30, 1995,
          financial statements for which fiscal year are included in the
          Prospectus described in (a) above.

     (c)  The description of Common Stock contained in the Company's
          Registration Statement filed on Form 8-A, filed under Section
          12 of the Exchange Act, including all amendments or reports
          filed for the purpose of updating such descriptions; and

     (d)  All other documents subsequently filed by the Registrant
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Securities Exchange Act prior to filing of a post-effective
          amendment which indicates that all securities offered pursuant
          to this Registration Statement have been sold or which deregisters
          all such securities that remain unsold.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Attorneys of Kilpatrick & Cody who worked on this matter
beneficially own 300 shares of Registrant Common Stock as of
June 26, 1996.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's Certificate of Incorporation provides that
no person shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for breach of the
director's duty and loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which the
director drives an improper personal benefit.  The Registrant's
Certificate of Incorporation also provides for indemnification of
each of the Registrant's directors and officers and in each and
every situation where, under Section 145 of the General Corporation
Law of the State of Delaware, the Registrant is permitted or empowered
to make such indemnification.
<PAGE>
     Under Article V, Section 1 of the Registrant's Bylaws, the
Registrant may indemnify any director, officer, agent or employee
of the Registrant to the fullest extent provided by law.

     Under Section 145 of the General Corporation Law of the
State of Delaware, a corporation may indemnify a director,
officer, employee or agent of the corporation (or other entity if
such person serving in such capacity as the corporation's
employee or agent at the corporation's request) against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him if he acted in good
faith and in an amount reasonably to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  In the case of an action brought by or in
the right of the corporation, the corporation may indemnify a
director, officer, employee or agent of the corporation (or other
entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorney's
fees) actually and reasonably incurred by him if he acted in good
faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the corporation, except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person is not fairly and reasonably entitled
to indemnification for such expenses as the court shall deem
proper.

     The Registrant's directors and officers are insured against
losses arising from any claim against him as such for wrongful
acts or omissions, subject to certain limitations.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8.  EXHIBITS

     The exhibits included as part of this Registration Statement are
as follow:


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

     4.1                 Housecall Medical Resources, Inc. and its
                         Subsidiaries 1996 Stock Option and Restricted
                         Stock Purchase Plan.

     4.2                 Housecall Medical Resources, Inc. and its
                         Subsidiaries 1994 Stock Option and Restricted
                         Stock Purchase Plan (incorporated by reference
                         to Exhibit 10.20 to the Registrant's Registration
                         Statement on Form S-1, Commission File No.
                         333-688)

     4.3                 Housecall Medical Resources, Inc. and its
                         Subsidiaries Performance Stock Option and
                         Restricted Stock Plan
<PAGE>
     5                   Opinion of Kilpatrick & Cody
                         as to the legality of the
                         securities being registered

    23                   Consent of Ernst & Young LLP

    25                   Power of Attorney (included on
                         signature page of Registration
                         Statement)

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement to include any material information with respect to its
     plan of distribution not previously disclosed in the registration
     statement or any material change in such information in the
     registration statement.

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

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

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

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

<PAGE>
<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 it behalf by
the undersigned, thereunto duly authorized, in the City  of Atlanta,
State of Georgia, on June 27, 1996.

                         HOUSECALL MEDICAL RESOURCES, INC.



                         By: /s/ George D. Shaunnessy
                            -----------------------------------------
                            George D. Shaunnessy, President and Chief
                               Executive Officer


                   POWER OF ATTORNEY AND SIGNATURES

     Know all men by these presents, that each person whose signature
appears below constitutes and appoints George D. Shaunnessy and Peter J.
Bibb, or either of them, as attorney-in-fact, either with power of
substitution, for him in any and all capacities, to sign any
amendments to this Form S-8, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below as of June 27, 1996 by the
following persons on behalf of the Registrant in the capacities
indicated.

Signature                                 Capacity

 /s/ George D. Shaunnessy                 President, Chief Executive Officer,
- ----------------------------              and Director (Principal Executive
George D. Shaunnessy                      (Officer)

/s/ Peter J. Bibb                         Vice President, Chief Financial
- ----------------------------              Officer, and Secretary (Principal
Peter J. Bibb                             Financial and Accounting Officer)

<PAGE>
<PAGE>


                                          Chairman of the Board of Directors
- ----------------------------
James B. Hoover 

 /s/ Howard R. Deutsch                    Director
- ----------------------------
Howard R. Deutsch

 /s/ James E. Dalton, Jr.                 Director
- ----------------------------
James E. Dalton


/s/ Andrew M. Paul                        Director
- ----------------------------
Andrew M. Paul

 /s/ R. Dale Ross                         Director
- ----------------------------
R. Dale Ross

<PAGE>
<PAGE>

                                    EXHIBIT INDEX



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

     4.1                    Housecall Medical Resources, Inc. and its
                            Subsidiaries 1996 Stock Option and Restricted
                            Stock Purchase Plan.

     4.3                    Housecall Medical Resources, Inc. and its
                            Subsidiaries Performance Stock Option and
                            Restricted Stock Plan

     5                      Opinion of Kilpatrick & Cody
                            as to the legality of the
                            securities being registered

    23                      Consent of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT FOR HOUSECALL", "secsgml_size_bytes": 15221}]
{"company-data": {"conformed-name": "HOUSECALL MEDICAL RESOURCES INC", "cik": "0001006604", "assigned-sic": "8082", "irs-number": "582114917", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07257", "film-number": "96588851"}, "business-address": {"street1": "1000 ABERNATHY RD", "street2": "BLDG 400 STE 1825", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "7703799000"}, "mail-address": {"street1": "1000 ABERNATHY RD", "street2": "STE 1825", "city": "ATLANTA", "state": "GA", "zip": "30328"}}
As filed with the Securities and Exchange Commission on
June 28, 1996.
- -----------------------------------------------------------------
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                              __________

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

                     HOUSECALL MEDICAL RESOURCES, INC.
          --------------------------------------------------
          (Exact Name of Issuer as Specified in its Charter)

          Delaware                           58-2114917
_______________________________         _____________________
(State or Other Jurisdiction of              (I.R.S. Employer
Incorporation or Organization)          Identification Number)

 1000 Abernathy Road, Building 400, Ste. 1825, Atlanta, Georgia   30328
- -------------------------------------------------------------------------
       (Address of principal executive offices)              (Zip Code)

   Housecall Medical Resources, Inc. and its Subsidiaries 1996 Stock Option
   and Restricted Stock Purchase Plan; Housecall Medical Resources, Inc. and
   its Subsidiaries [1994] Stock Option and Restricted Stock Purchase Plan;
    and Housecall Medical Resources, Inc. and its Subsidiaries Performance
                   Stock Option and Restricted Stock Purchase Plan
     ------------------------------------------------------------------------
                            Full Title of the Plans

                            Peter J. Bibb
               Vice President and Chief Financial Officer
                         HOUSECALL MEDICAL RESOURCES, INC.
              1000 Abernathy Road, Building 400, Ste. 1825,
                          Atlanta, Georgia  30328
                            (770) 379-9000
- -------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of
   Agent for Service)
- --------------------------------------------------------------------------------------------------
                                                        Proposed
Title of Securities          Amount to              Maximum Aggregate            Amount of
To Be Registered             Be Registered           Offering Price            Registration Fee
- -------------------          -------------          ------------------         ---------------
Common Stock, $0.01          1,717,702 shares        $10,557,289
$3,640.44
par value
- -----------------------------------------------------------------------------------------------------
Determined in accordance with Rule 457(h)(1) and Rule 457(c) under the
      Securities Act of 1933, based on the exercise prices of outstanding and
      previously exercised options and purchase rights and based on $19.1875,
      the average of the high and low sale prices quoted on The Nasdaq Stock
      Market on June 24, 1996, with respect to shares issuable under the
      Plans that are not subject to outstanding options or rights.
/TABLE
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference into this
Registration Statement on Form S-8, and shall be deemed to be
a part thereof from the later of the date of filing of such documents
and the date of filing of this Registration Statement:

     (a)  The Registrant's Prospectus dated April 3, 1996, filed pursuant
          to Rule 422(b) under the Securities Act of 1933;

     (b)  All other reports of the Registrant filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act since June 30, 1995,
          financial statements for which fiscal year are included in the
          Prospectus described in (a) above.

     (c)  The description of Common Stock contained in the Company's
          Registration Statement filed on Form 8-A, filed under Section
          12 of the Exchange Act, including all amendments or reports
          filed for the purpose of updating such descriptions; and

     (d)  All other documents subsequently filed by the Registrant
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Securities Exchange Act prior to filing of a post-effective
          amendment which indicates that all securities offered pursuant
          to this Registration Statement have been sold or which deregisters
          all such securities that remain unsold.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Attorneys of Kilpatrick & Cody who worked on this matter
beneficially own 300 shares of Registrant Common Stock as of
June 26, 1996.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's Certificate of Incorporation provides that
no person shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for breach of the
director's duty and loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which the
director drives an improper personal benefit.  The Registrant's
Certificate of Incorporation also provides for indemnification of
each of the Registrant's directors and officers and in each and
every situation where, under Section 145 of the General Corporation
Law of the State of Delaware, the Registrant is permitted or empowered
to make such indemnification.
Under Article V, Section 1 of the Registrant's Bylaws, the
Registrant may indemnify any director, officer, agent or employee
of the Registrant to the fullest extent provided by law.

     Under Section 145 of the General Corporation Law of the
State of Delaware, a corporation may indemnify a director,
officer, employee or agent of the corporation (or other entity if
such person serving in such capacity as the corporation's
employee or agent at the corporation's request) against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him if he acted in good
faith and in an amount reasonably to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  In the case of an action brought by or in
the right of the corporation, the corporation may indemnify a
director, officer, employee or agent of the corporation (or other
entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorney's
fees) actually and reasonably incurred by him if he acted in good
faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the corporation, except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person is not fairly and reasonably entitled
to indemnification for such expenses as the court shall deem
proper.

     The Registrant's directors and officers are insured against
losses arising from any claim against him as such for wrongful
acts or omissions, subject to certain limitations.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8.  EXHIBITS

     The exhibits included as part of this Registration Statement are
as follow:

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

     4.1                 Housecall Medical Resources, Inc. and its
                         Subsidiaries 1996 Stock Option and Restricted
                         Stock Purchase Plan.

     4.2                 Housecall Medical Resources, Inc. and its
                         Subsidiaries 1994 Stock Option and Restricted
                         Stock Purchase Plan (incorporated by reference
                         to Exhibit 10.20 to the Registrant's Registration
                         Statement on Form S-1, Commission File No.
                         333-688)

     4.3                 Housecall Medical Resources, Inc. and its
                         Subsidiaries Performance Stock Option and
                         Restricted Stock Plan
5                   Opinion of Kilpatrick & Cody
                         as to the legality of the
                         securities being registered

    23                   Consent of Ernst & Young LLP

    25                   Power of Attorney (included on
                         signature page of Registration
                         Statement)

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement to include any material information with respect to its
     plan of distribution not previously disclosed in the registration
     statement or any material change in such information in the
     registration statement.

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

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

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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 it behalf by
the undersigned, thereunto duly authorized, in the City  of Atlanta,
State of Georgia, on June 27, 1996.

                         HOUSECALL MEDICAL RESOURCES, INC.

                         By: /s/ George D. Shaunnessy
                            -----------------------------------------
                            George D. Shaunnessy, President and Chief
                               Executive Officer

                   POWER OF ATTORNEY AND SIGNATURES

     Know all men by these presents, that each person whose signature
appears below constitutes and appoints George D. Shaunnessy and Peter J.
Bibb, or either of them, as attorney-in-fact, either with power of
substitution, for him in any and all capacities, to sign any
amendments to this Form S-8, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below as of June 27, 1996 by the
following persons on behalf of the Registrant in the capacities
indicated.

Signature                                 Capacity

 /s/ George D. Shaunnessy                 President, Chief Executive Officer,
- ----------------------------              and Director (Principal Executive
George D. Shaunnessy                      (Officer)

/s/ Peter J. Bibb                         Vice President, Chief Financial
- ----------------------------              Officer, and Secretary (Principal
Peter J. Bibb                             Financial and Accounting Officer)
Chairman of the Board of Directors
- ----------------------------
James B. Hoover 

 /s/ Howard R. Deutsch                    Director
- ----------------------------
Howard R. Deutsch

 /s/ James E. Dalton, Jr.                 Director
- ----------------------------
James E. Dalton

/s/ Andrew M. Paul                        Director
- ----------------------------
Andrew M. Paul

 /s/ R. Dale Ross                         Director
- ----------------------------
R. Dale Ross
EXHIBIT INDEX

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

     4.1                    Housecall Medical Resources, Inc. and its
                            Subsidiaries 1996 Stock Option and Restricted
                            Stock Purchase Plan.

     4.3                    Housecall Medical Resources, Inc. and its
                            Subsidiaries Performance Stock Option and
                            Restricted Stock Plan

     5                      Opinion of Kilpatrick & Cody
                            as to the legality of the
                            securities being registered

    23                      Consent of Ernst & Young LLP