Registration No. 333-_______

--------------------------------------------------------------------------------

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

                                    FORM S-8

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

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

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

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


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

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

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
TITLE OF           AMOUNT TO BE     PROPOSED        PROPOSED       AMOUNT OF
SECURITIES         REGISTERED       MAXIMUM         MAXIMUM        REGISTRATION
TO BE                               OFFERING        AGGREGATE      FEE
REGISTERED                          PRICE           OFFERING 
                                    PER SHARE       PRICE
================================================================================
COMMON STOCK,
PAR VALUE                                                          $3,549
$0.001
                   456,750         $2.00(1)       $913,500
                    45,000         $3.33(1)       $149,850
                   150,250         $5.33(1)       $800,833
                   150,000         $5.50(1)       $825,000
                   185,550         $6.50(1)     $1,206,075
                   331,991         $6.67(1)     $2,214,380
                    28,500         $6.94(1)       $197,790
                    28,875         $7.33(1)       $211,654
                   648,084         $8.50(2)     $5,508,714
================================================================================

      (1) Based upon the  exercise  price of the options in respect of which the
shares may be issued.

      (2)  Estimated solely for the purpose of calculating the registration  fee
pursuant to Rule 457(h).  The fee is calculated on  the basis of the average  of
the high and low prices for  the  Registrant's  Common  Stock  reported  on  the
American Stock Exchange on May 4, 1998.
--------------------------------------------------------------------------------

<PAGE>
                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the "Securities  Act"), or the Securities  Exchange Act of
    1934, as amended (the "Exchange  Act"),  are  incorporated by reference into
    this Registration Statement:  (i) the Registrant's prospectus filed pursuant
    to Rule  424(b)(4) of the  Securities  Act forming part of the  Registrant's
    Registration  Statement  on Form S-1 (No.  333-37833)  filed on October  14,
    1997,  as amended on December 9, 1997,  January 7, 1998,  January 14,  1998,
    February 9, 1998 and  February  11, 1998;  (ii) the  Registrant's  Quarterly
    Report on Form 10-Q for the fiscal  quarter ended  December 31, 1997;  (iii)
    the  Registrant's  Current  Reports on Form 8-K dated  February 18, 1998 and
    February 25, 1998; and (iv) the description of the Registrant's Common Stock
    contained  in the  Registrant's  Registration  Statement on Form 8-A, as the
    same may be amended.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document which  constitutes part of the prospectus  relating to the Balanced
    Care  Corporation  1996 Stock  Incentive  Plan meeting the  requirements  of
    Section 10(a) of the Securities Act.


    ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
    registered under Section 12 of the Exchange Act.


    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.


    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section  102(b)(7) of the Delaware  General  Corporation  Law (the "DGCL")
    permits a  corporation,  in its  certificate of  incorporation,  to limit or
    eliminate,  subject to  certain  statutory  limitations,  the  liability  of
    directors to the corporation or its  stockholders  for monetary  damages for
    breaches of fiduciary  duty,  except for liability (a) for any breach of the
    director's duty of loyalty to the corporation or its  stockholders,  (b) for
    acts or omissions not in good faith or which involve intentional  misconduct
    or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for
    any  transaction  from  which the  director  derived  an  improper  personal
    benefit.  Article Ninth of the  Registrant's  Certificate  of  Incorporation
    provides  that the personal  liability of  directors  of the  Registrant  is
    eliminated to the fullest extent permitted by Section 102(b)(7) of the DGCL.

      Under  Section 145 of the DGCL, a  corporation  has the power to indemnify
    directors and officers under certain prescribed circumstances and subject to
    certain limitations against certain costs and expenses, including attorneys'
    fees actually and reasonably incurred in connection with any action, suit or
    proceeding,  whether civil,  criminal,  administrative or investigative,  to
    which any of them is a party by reason of his being a director or officer of
    the  corporation  if it is determined  that he acted in accordance  with the
    applicable  standard  of  conduct  set  forth in such  statutory  provision.
    Article V of the  Registrant's  By-Laws  provides that the  Registrant  will
    indemnify  any  person who was or is a party or is  threatened  to be made a
    party to any threatened,  pending or completed action, suit or proceeding by
    reason of the fact that he is or was a director,  officer, employee or agent
    of the Registrant,  or is or was serving at the request of the Registrant as
    a director,  officer,  employee or agent of another entity,  against certain
    liabilities, costs and expenses. Article V further permits the Registrant to
    maintain  insurance  on  behalf  of any  person  who  is or was a  director,
  
                                      II-1

<PAGE>

    officer,  employee  or agent of the  Registrant  or is or was serving at the
    request of the  Registrant  as a  director,  officer,  employee  or agent of
    another  entity  against  any  liability  asserted  against  such person and
    incurred by such person in any such capacity or arising out of his status as
    such,  whether or not the Registrant  would have the power to indemnify such
    person  against such  liability  under the DGCL.  The  Registrant  maintains
    directors' and officers' liability insurance.


    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Inapplicable.


    ITEM 8. EXHIBITS.

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

    EXHIBIT NO.                     DESCRIPTION

      4.1         Amended and Restated  Certificate of Incorporation of Balanced
                  Care Corporation  (incorporated by reference to Exhibit 3.1 to
                  the  Registrant's  Registration  Statement on Form S-1,  filed
                  with the  Commission  on  October  14,  1997,  as  amended  on
                  December 9, 1997, January 7, 1998, January 14, 1998,  February
                  9, 1998 and February 11, 1998 (File No.
                  333-37833)).

      4.2         Amended  and  Restated  Bylaws of  Balanced  Care  Corporation
                  (incorporated  by reference to Exhibit 3.2 of the Registrant's
                  Registration  Statement on Form S-1, filed with the Commission
                  on October 14, 1997,  as amended on December 9, 1997,  January
                  7, 1998,  January 14, 1998,  February 9, 1998 and February 11,
                  1998 (File No.
                  333-37833)).

      5.1         Opinion of  Robin L. Barber, Vice President and Senior Counsel
                  of the  Registrant, as  to  the  legality  of the shares being
                  registered.

      23.1        Consent of KPMG Peat Marwick LLP.

      23.2        Consent of Coopers & Lybrand LLP.

      23.3        Consent of Baird, Kurtz & Dobson.

      23.4        Consent of Snyder & Clemente.

      23.5        Consent of Hodge, Stewart & Company, P.A.

      23.6        Consent of Robin L. Barber, Vice President and Senior  Counsel
                  of  the  Registrant  (included   in  the  Opinion  filed    as
                  Exhibit 5.1).

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

                                      II-2

<PAGE>

      ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

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

                            (i)  To   include   any    prospectus  required   by
                  Section 10(a)(3) of the Securities Act;

                           (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 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 Section  15(d) of the
            Exchange Act that are  incorporated by reference in 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 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, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act 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 thereto.

                                    * * *

            (h) 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  Registrant  has been  advised  that in the opinion of the
      Securities and Exchange 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 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, submit to a court of appropriate jurisdiction
      the question whether such  indemnification  by it is against public policy
      as  expressed  in the  Securities  Act and will be  governed  by the final
      adjudication of such issue.

                                      II-3

<PAGE>


                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
    certifies that it has reasonable grounds to believe that it meets all of the
    requirements  for  filing  Form S-8 and has duly  caused  this  Registration
    Statement  to be signed on its  behalf by the  undersigned,  thereunto  duly
    authorized, in the City of Mechanicsburg,  Commonwealth of Pennsylvania,  on
    this 24th day of April, 1998.


                                          BALANCED CARE CORPORATION


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

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

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

         SIGNATURE                CAPACITY                            DATE

     /s/ Brad E. Hollinger
     -----------------------      
     Brad E. Hollinger            Chairman of the Board,         April 24, 1998
                                  President and 
                                  Chief Executive Officer 
                                  and a Director
                                 
     /s/ Paul A. Kruis                                   
     -----------------------      
     Paul A. Kruis                Chief Financial Officer        April 24, 1998
                                  

     /s/ Mark S. Moore
     -----------------------      
     Mark S. Moore                Vice President - Finance and   April 24, 1998
                                  Treasurer (Principal                          
                                  Accounting Officer)                          
                                                
     /s/ Kenneth F. Barber     
     -----------------------           
     Kenneth F. Barber            Director                       April 24, 1998


                                                            
     -----------------------      
     John M. Brennan              Director                      


     /s/ Bill R. Foster
     -----------------------                   
     Bill R. Foster               Director                       April 24, 1998
                                 
                                                                       
                                      II-4
<PAGE>                            



         SIGNATURE                CAPACITY                            DATE    


     /s/ David L. Goldsmith                              
     -----------------------      
     David L. Goldsmith            Director                      April 24, 1998
                                   

     -----------------------      
     Edward R. Stolman             Director                      


     /s/ George H. Strong                              
     -----------------------      
     George H. Strong              Director                      April 24, 1998



                                      II-5

<PAGE>


                                  EXHIBIT INDEX
                                                                   SEQUENTIAL
     EXHIBIT NO.               DESCRIPTION                         PAGE NUMBER
     -----------               -----------                         ------------

         4.1            Amended and Restated Certificate of                --
                        Incorporation  of Balanced  Care 
                        Corporation  (incorporated  by reference  
                        to  Exhibit  3.1  to  the  Registrant's  
                        Registration Statement on Form S-1,  
                        filed with the Commission on October 14,
                        1997, as amended on December 9, 1997,
                        January 7, 1998,  January 14,  1998,  
                        February  9, 1998 and  February  11,  
                        1998 (File No. 333-37833)).
                     
         4.2            Amended and Restated Bylaws of Balanced            --
                        Care Corporation (incorporated by
                        reference to Exhibit 3.2 of the
                        Registrant's Registration Statement on
                        Form S-1, filed with the Commission on
                        October 14, 1997, as amended on
                        December 9, 1997, January 7, 1998,
                        January 14, 1998, February 9, 1998 and
                        February 11, 1998 (File No. 333-37833)).
                     
        5.1             Opinion of Robin L. Barber, Vice President 
                        and Senior Counsel of the Registrant, as to 
                        the legality of the shares being registered.        8
                     
        23.1            Consent of KPMG Peat Marwick LLP.                   9
                     
        23.2            Consent of Coopers & Lybrand LLP.                  10
                     
        23.3            Consent of Baird, Kurtz & Dobson.                  11
                     
        23.4            Consent of Snyder & Clemente.                      12
                     
        23.5            Consent of Hodge, Stewart & Company, P.A.          13
                     
        23.6            Consent of Robin L. Barber, Vice President 
                        and Senior Counsel of the Registrant            
                        (included in the Opinion filed as
                        Exhibit 5.1).                                      --
                     
        24.1            Power of Attorney (set forth on the                --
                        signature page of this Registration
                        Statement).
                     
                     
                                              II-6
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR BALANCED CARE CORPORATION", "secsgml_size_bytes": 22308}]
{"company-data": {"conformed-name": "BALANCED CARE CORP", "cik": "0001024096", "assigned-sic": "8050"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52291", "film-number": "98614944"}, "business-address": {"street1": "5021 LOUISE DR", "street2": "SUITE 200", "city": "MECHANICSBURG", "state": "PA", "zip": "17055", "phone": "7177966100"}, "mail-address": {"street1": "5021 LOUISE DR SUITE 200", "street2": "5021 LOUISE DR SUITE 200", "city": "MECHANICSBURG", "state": "PA", "zip": "17055"}}
Registration No. 333-_______

--------------------------------------------------------------------------------

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

                                    FORM S-8

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

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

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
TITLE OF           AMOUNT TO BE     PROPOSED        PROPOSED       AMOUNT OF
SECURITIES         REGISTERED       MAXIMUM         MAXIMUM        REGISTRATION
TO BE                               OFFERING        AGGREGATE      FEE
REGISTERED                          PRICE           OFFERING 
                                    PER SHARE       PRICE
================================================================================
COMMON STOCK,
PAR VALUE                                                          $3,549
$0.001
                   456,750         $2.00(1)       $913,500
                    45,000         $3.33(1)       $149,850
                   150,250         $5.33(1)       $800,833
                   150,000         $5.50(1)       $825,000
                   185,550         $6.50(1)     $1,206,075
                   331,991         $6.67(1)     $2,214,380
                    28,500         $6.94(1)       $197,790
                    28,875         $7.33(1)       $211,654
                   648,084         $8.50(2)     $5,508,714
================================================================================

      (1) Based upon the  exercise  price of the options in respect of which the
shares may be issued.

      (2)  Estimated solely for the purpose of calculating the registration  fee
pursuant to Rule 457(h).  The fee is calculated on  the basis of the average  of
the high and low prices for  the  Registrant's  Common  Stock  reported  on  the
American Stock Exchange on May 4, 1998.
--------------------------------------------------------------------------------
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the "Securities  Act"), or the Securities  Exchange Act of
    1934, as amended (the "Exchange  Act"),  are  incorporated by reference into
    this Registration Statement:  (i) the Registrant's prospectus filed pursuant
    to Rule  424(b)(4) of the  Securities  Act forming part of the  Registrant's
    Registration  Statement  on Form S-1 (No.  333-37833)  filed on October  14,
    1997,  as amended on December 9, 1997,  January 7, 1998,  January 14,  1998,
    February 9, 1998 and  February  11, 1998;  (ii) the  Registrant's  Quarterly
    Report on Form 10-Q for the fiscal  quarter ended  December 31, 1997;  (iii)
    the  Registrant's  Current  Reports on Form 8-K dated  February 18, 1998 and
    February 25, 1998; and (iv) the description of the Registrant's Common Stock
    contained  in the  Registrant's  Registration  Statement on Form 8-A, as the
    same may be amended.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document which  constitutes part of the prospectus  relating to the Balanced
    Care  Corporation  1996 Stock  Incentive  Plan meeting the  requirements  of
    Section 10(a) of the Securities Act.

    ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
    registered under Section 12 of the Exchange Act.

    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section  102(b)(7) of the Delaware  General  Corporation  Law (the "DGCL")
    permits a  corporation,  in its  certificate of  incorporation,  to limit or
    eliminate,  subject to  certain  statutory  limitations,  the  liability  of
    directors to the corporation or its  stockholders  for monetary  damages for
    breaches of fiduciary  duty,  except for liability (a) for any breach of the
    director's duty of loyalty to the corporation or its  stockholders,  (b) for
    acts or omissions not in good faith or which involve intentional  misconduct
    or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for
    any  transaction  from  which the  director  derived  an  improper  personal
    benefit.  Article Ninth of the  Registrant's  Certificate  of  Incorporation
    provides  that the personal  liability of  directors  of the  Registrant  is
    eliminated to the fullest extent permitted by Section 102(b)(7) of the DGCL.

      Under  Section 145 of the DGCL, a  corporation  has the power to indemnify
    directors and officers under certain prescribed circumstances and subject to
    certain limitations against certain costs and expenses, including attorneys'
    fees actually and reasonably incurred in connection with any action, suit or
    proceeding,  whether civil,  criminal,  administrative or investigative,  to
    which any of them is a party by reason of his being a director or officer of
    the  corporation  if it is determined  that he acted in accordance  with the
    applicable  standard  of  conduct  set  forth in such  statutory  provision.
    Article V of the  Registrant's  By-Laws  provides that the  Registrant  will
    indemnify  any  person who was or is a party or is  threatened  to be made a
    party to any threatened,  pending or completed action, suit or proceeding by
    reason of the fact that he is or was a director,  officer, employee or agent
    of the Registrant,  or is or was serving at the request of the Registrant as
    a director,  officer,  employee or agent of another entity,  against certain
    liabilities, costs and expenses. Article V further permits the Registrant to
    maintain  insurance  on  behalf  of any  person  who  is or was a  director,
  
                                      II-1
officer,  employee  or agent of the  Registrant  or is or was serving at the
    request of the  Registrant  as a  director,  officer,  employee  or agent of
    another  entity  against  any  liability  asserted  against  such person and
    incurred by such person in any such capacity or arising out of his status as
    such,  whether or not the Registrant  would have the power to indemnify such
    person  against such  liability  under the DGCL.  The  Registrant  maintains
    directors' and officers' liability insurance.

    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Inapplicable.

    ITEM 8. EXHIBITS.

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

    EXHIBIT NO.                     DESCRIPTION

      4.1         Amended and Restated  Certificate of Incorporation of Balanced
                  Care Corporation  (incorporated by reference to Exhibit 3.1 to
                  the  Registrant's  Registration  Statement on Form S-1,  filed
                  with the  Commission  on  October  14,  1997,  as  amended  on
                  December 9, 1997, January 7, 1998, January 14, 1998,  February
                  9, 1998 and February 11, 1998 (File No.
                  333-37833)).

      4.2         Amended  and  Restated  Bylaws of  Balanced  Care  Corporation
                  (incorporated  by reference to Exhibit 3.2 of the Registrant's
                  Registration  Statement on Form S-1, filed with the Commission
                  on October 14, 1997,  as amended on December 9, 1997,  January
                  7, 1998,  January 14, 1998,  February 9, 1998 and February 11,
                  1998 (File No.
                  333-37833)).

      5.1         Opinion of  Robin L. Barber, Vice President and Senior Counsel
                  of the  Registrant, as  to  the  legality  of the shares being
                  registered.

      23.1        Consent of KPMG Peat Marwick LLP.

      23.2        Consent of Coopers & Lybrand LLP.

      23.3        Consent of Baird, Kurtz & Dobson.

      23.4        Consent of Snyder & Clemente.

      23.5        Consent of Hodge, Stewart & Company, P.A.

      23.6        Consent of Robin L. Barber, Vice President and Senior  Counsel
                  of  the  Registrant  (included   in  the  Opinion  filed    as
                  Exhibit 5.1).

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

                                      II-2
ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

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

                            (i)  To   include   any    prospectus  required   by
                  Section 10(a)(3) of the Securities Act;

                           (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 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 Section  15(d) of the
            Exchange Act that are  incorporated by reference in 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 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, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act 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 thereto.

                                    * * *

            (h) 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  Registrant  has been  advised  that in the opinion of the
      Securities and Exchange 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 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, submit to a court of appropriate jurisdiction
      the question whether such  indemnification  by it is against public policy
      as  expressed  in the  Securities  Act and will be  governed  by the final
      adjudication of such issue.

                                      II-3
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
    certifies that it has reasonable grounds to believe that it meets all of the
    requirements  for  filing  Form S-8 and has duly  caused  this  Registration
    Statement  to be signed on its  behalf by the  undersigned,  thereunto  duly
    authorized, in the City of Mechanicsburg,  Commonwealth of Pennsylvania,  on
    this 24th day of April, 1998.

                                          BALANCED CARE CORPORATION

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

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

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

         SIGNATURE                CAPACITY                            DATE

     /s/ Brad E. Hollinger
     -----------------------      
     Brad E. Hollinger            Chairman of the Board,         April 24, 1998
                                  President and 
                                  Chief Executive Officer 
                                  and a Director
                                 
     /s/ Paul A. Kruis                                   
     -----------------------      
     Paul A. Kruis                Chief Financial Officer        April 24, 1998
                                  

     /s/ Mark S. Moore
     -----------------------      
     Mark S. Moore                Vice President - Finance and   April 24, 1998
                                  Treasurer (Principal                          
                                  Accounting Officer)                          
                                                
     /s/ Kenneth F. Barber     
     -----------------------           
     Kenneth F. Barber            Director                       April 24, 1998

                                                            
     -----------------------      
     John M. Brennan              Director                      

     /s/ Bill R. Foster
     -----------------------                   
     Bill R. Foster               Director                       April 24, 1998
                                 
                                                                       
                                      II-4
SIGNATURE                CAPACITY                            DATE    

     /s/ David L. Goldsmith                              
     -----------------------      
     David L. Goldsmith            Director                      April 24, 1998
                                   

     -----------------------      
     Edward R. Stolman             Director                      

     /s/ George H. Strong                              
     -----------------------      
     George H. Strong              Director                      April 24, 1998

                                      II-5
EXHIBIT INDEX
                                                                   SEQUENTIAL
     EXHIBIT NO.               DESCRIPTION                         PAGE NUMBER
     -----------               -----------                         ------------

         4.1            Amended and Restated Certificate of                --
                        Incorporation  of Balanced  Care 
                        Corporation  (incorporated  by reference  
                        to  Exhibit  3.1  to  the  Registrant's  
                        Registration Statement on Form S-1,  
                        filed with the Commission on October 14,
                        1997, as amended on December 9, 1997,
                        January 7, 1998,  January 14,  1998,  
                        February  9, 1998 and  February  11,  
                        1998 (File No. 333-37833)).
                     
         4.2            Amended and Restated Bylaws of Balanced            --
                        Care Corporation (incorporated by
                        reference to Exhibit 3.2 of the
                        Registrant's Registration Statement on
                        Form S-1, filed with the Commission on
                        October 14, 1997, as amended on
                        December 9, 1997, January 7, 1998,
                        January 14, 1998, February 9, 1998 and
                        February 11, 1998 (File No. 333-37833)).
                     
        5.1             Opinion of Robin L. Barber, Vice President 
                        and Senior Counsel of the Registrant, as to 
                        the legality of the shares being registered.        8
                     
        23.1            Consent of KPMG Peat Marwick LLP.                   9
                     
        23.2            Consent of Coopers & Lybrand LLP.                  10
                     
        23.3            Consent of Baird, Kurtz & Dobson.                  11
                     
        23.4            Consent of Snyder & Clemente.                      12
                     
        23.5            Consent of Hodge, Stewart & Company, P.A.          13
                     
        23.6            Consent of Robin L. Barber, Vice President 
                        and Senior Counsel of the Registrant            
                        (included in the Opinion filed as
                        Exhibit 5.1).                                      --
                     
        24.1            Power of Attorney (set forth on the                --
                        signature page of this Registration
                        Statement).
                     
                     
                                              II-6