content: <PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1997
                                                           REGISTRATION NO._______
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                              --------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                              --------------------
  
                              UNITED DENTAL CARE, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                <C>                                              <C>
            DELAWARE                       14755 PRESTON ROAD, SUITE 300                  75-2309712
  (State or other jurisdiction of               DALLAS, TEXAS 75240                    (I.R.S. Employer
  incorporation or organization)     (Address of principal executive offices)         Identification No.)
  </TABLE>
  
  
                   UNITED DENTAL CARE, INC. AMENDED AND RESTATED
                        1989 KEY EMPLOYEE STOCK OPTION PLAN
  
            UNITED DENTAL CARE, INC. 1995 STOCK OPTION PLAN, AS AMENDED
                             (Full title of the plans)
  
                                    MARK E. PAPE
                 SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              UNITED DENTAL CARE, INC.
                           14755 PRESTON ROAD, SUITE 300
                                DALLAS, TEXAS 75240
                                   (972) 458-7474
             (Name, address and telephone number of agent for service)
  
                                     COPIES TO:
                            STRASBURGER & PRICE, L.L.P.
                            901 MAIN STREET, SUITE 4300
                                DALLAS, TEXAS 75202
                                   (214) 651-4300
                           ATTN: DAVID K. MEYERCORD, ESQ.
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  ===================================================================================================================
                                                                     Proposed        Proposed maximum    Amount of
                                                Amount to be          maximum           aggregate       registration
             Title of securities to be         registered (1)     offering price      offering price        fee
                     registered                                    per share (2)          (1)(2)
  -------------------------------------------------------------------------------------------------------------------
         <S>                                 <C>                  <C>                <C>                <C>
         Common Stock, $.10 par value        1,022,000 shares        $25.3352          $25,892,574       $7,846.24
  ===================================================================================================================
  </TABLE>
  
  (1)  This Registration Statement also includes an indeterminate number of
       additional shares that may become issuable as a result of terminated,
       expired or surrendered options for Common Stock, or pursuant to the
       antidilution adjustment provisions of the plans.
  
  (2)  Estimated solely for purposes of computing the amount of the registration
       fee in accordance with Rule 457(h) under the Securities Act of 1933, as
       amended.  The offering price and registration fee calculations are based on
       (i) the weighted average option price per share for 617,000 shares subject
       to options outstanding under the plans and (ii) the average of the high and
       low prices of the Common Stock reported on the Nasdaq National Market on
       January 14, 1997, for an aggregate of 405,000 shares reserved for options
       that may be granted under the 1995 Stock Option Plan.
  
  ================================================================================
  <PAGE>   2
                                      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 and are deemed to be a part hereof from the date of
  filing of such documents with the Securities and Exchange Commission (the
  "Commission"):
  
       (a)  Annual Report on Form 10-K of the Registrant for the year ended
            December 31, 1995, filed with the Commission pursuant to Section 13(a)
            of the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), on March 20, 1996, except for the audited consolidated
            financial statements of the Registrant and the Report of Independent
            Accountants appearing therein.
  
       (b)  Consolidated financial statements of the Registrant, and the Report of
            Independent Accountants, appearing at pages F-3 through F-15,
            inclusive, of the Prospectus dated October 28, 1996 constituting part
            of the Registration Statement on Form S-1 (Registration No. 333-12425)
            of the Registrant.
  
       (c)  Current Report on Form 8-K of the Registrant filed with the
            Commission pursuant to Section 13(a) of the Exchange Act on February
            2, 1996.
  
       (d)  Current Report on Form 8-K/A of the Registrant filed with the
            Commission pursuant to Section 13(a) of the Exchange Act on March 26,
            1996.
  
       (e)  Quarterly Report on Form 10-Q of the Registrant for the quarter ended
            March 31, 1996, filed with the Commission pursuant to Section 13(a)
            of the Exchange Act on April 26, 1996.
  
       (f)  Quarterly Report on Form 10-Q of the Registrant for the quarter ended
            June 30, 1996, filed with the Commission pursuant to Section 13(a) of
            the Exchange Act on August 6, 1996.
  
       (g)  Quarterly Report on Form 10-Q of the Registrant for the quarter ended
            September 30, 1996, filed with the Commission pursuant to Section
            13(a) of the Exchange Act on November 13, 1996.
  
       (h)  The description of the Common Stock, $.10 par value per share (the
            "Common Stock"), of the Registrant contained in Item 1 of the
            Registration Statement on Form 8-A filed with the Commission pursuant
            to Section 12(g) of the Exchange Act, as declared effective on 
            September 21, 1995 (File No. 0-26688), including all amendments or 
            reports filed for the purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement which indicates that
  all securities offered hereby have been sold or which deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated by
  reference into this Registration Statement and to be a part hereof from the
  date of filing of such documents.
  
       Any statement contained in any document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or replaces such
  statement.  Any such statement so modified shall not be deemed to constitute a
  part of this Registration Statement, except as so modified.  Any such statement
  so superseded shall not be deemed to constitute a part of this Registration
  Statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       David K. Meyercord, a partner in Strasburger & Price, L.L.P., counsel for
  the Registrant, is an Assistant Secretary of the Registrant.
  
  
                                        2
  
  <PAGE>   3
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Under Section 145 of the Delaware General Corporation Law ("Delaware
  Law"), the Registrant has broad powers to indemnify its directors, officers,
  employees and agents against liabilities they may incur in such capacities,
  including liabilities under the Securities Act of 1933, as amended (the
  "Securities Act").  The Amended and Restated Bylaws of the Registrant (the
  "Bylaws") provide that the Registrant shall indemnify its directors and
  officers to the full extent permitted by Delaware Law.  The Bylaws also provide
  that rights to indemnification conferred under such Bylaws shall not be deemed
  to be exclusive of any other right such persons may have or acquire under any
  agreement, vote of stockholders or disinterested directors of the Registrant,
  or otherwise.
  
       The Restated Certificate of Incorporation of the Registrant provides that,
  pursuant to Delaware Law, no director of the Registrant shall be liable to the
  Registrant or its stockholders for monetary damages for breach of the
  director's fiduciary duty as a director.  This provision in the Certificate of
  Incorporation does not eliminate the duty of care, and in appropriate
  circumstances equitable remedies such as injunctive or other forms of
  non-monetary relief will remain available under Delaware Law.  In addition,
  each director will continue to be subject to liability for breach of the
  director's duty of loyalty to the Registrant or its stockholders, for acts of
  omissions not in good faith or involving intentional misconduct or a knowing
  violation of law, for any transaction from which the director derived an
  improper personal benefit, and for payment of dividends or approval of stock
  repurchases or redemptions that are unlawful under Delaware Law.  The provision
  also does not affect a director's responsibilities under any other law, such as
  the Federal securities laws.
  
       The United Dental Care, Inc. Amended and Restated 1989 Key Employee Stock
  Option Plan (the "1989 Plan") and the United Dental Care, Inc. 1995 Stock
  Option Plan, as amended (the "1995 Plan" and, together with the 1989 Plan,
  collectively the "Plans"), provide that members of the Board of Directors of
  the Registrant serving as members of the respective Committees administering
  the Plans shall be indemnified by the Registrant against the reasonable
  expenses, including attorneys' fees, actually and reasonably incurred in
  connection with the defense of any action, suit or proceeding, or in connection
  with any appeal therein, to which they or any of them may be a party by reason
  of any action taken or failure to act under or in connection with the Plans or
  any stock option granted thereunder, and against all amounts paid by them in
  settlement thereof (provided such settlement is approved by independent legal
  counsel selected by the Registrant or, in the case of the 1995 Plan, by a
  majority of the disinterested directors of the Registrant) or paid by them in
  satisfaction of a judgment in any such action, suit or proceeding, except in
  relation to matters as to which it shall be adjudged in such action, suit or
  proceeding that a member of the Committee is liable for gross negligence or
  intentional and willful misconduct in the performance of his duties as a member
  of the Committee; provided that within sixty (60) days of institution of any
  such action, suit or proceeding, such member of the Committee shall in writing
  offer the Registrant the opportunity, at its expense, to handle and defend the
  same.  Such indemnification rights are in addition to all other rights to
  indemnification and advancement of expenses to which members of the respective
  Committees may otherwise be entitled.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.   EXHIBITS.
  
  <TABLE>
  <CAPTION>
  EXHIBIT
    NO.                                  DESCRIPTION
  -------                                -----------
  <S>       <C>
  4.1       Restated Certificate of Incorporation of the Registrant (incorporated
            by reference to Exhibit 3.01 to the Registrant's Form S-1 Registration
            Statement, Registration No. 33-94356).
  
  4.2       Amended and Restated Bylaws of the Registrant (incorporated by 
            reference to Exhibit 3.02 to the Registrant's Form S-1 Registration 
            Statement, Registration No. 33-94356).
  
  4.3       Specimen Common Stock Certificate (incorporated by reference to 
            Exhibit 4.01 to the Registrant's Form S-1 Registration Statement, 
            Registration No. 33-94356).
  </TABLE>
  
  
  
  
  
                                         3
  <PAGE>   4
  <TABLE>
  <S>       <C>
  4.4       United Dental Care, Inc. Amended and Restated 1989 Key Employee Stock
            Option Plan (filed herewith).
  
  4.5       United Dental Care, Inc. 1995 Stock Option Plan, as amended (filed 
            herewith).
  
  5.1       Opinion of Strasburger & Price, L.L.P. (filed herewith).
  
  23.1      Consent of Price Waterhouse LLP (filed herewith).
  
  23.2      Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1 to 
            this Registration Statement).
  
  24.1      Power of Attorney (contained on Signature Page of this Registration 
            Statement).
  </TABLE>
  
  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:
  
                  (i) To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;
  
                 (ii) To reflect in the prospectus any facts or events arising
                      after the effective date of this 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 this Registration
                      Statement.  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
                      reflected in the form of 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% change in the maximum aggregate offering price set
                      forth in the "Calculation of Registration Fee" table in the
                      effective Registration Statement; and
  
                (iii) To include any material information with respect to the
                      plan of distribution not previously disclosed in this
                      Registration Statement or any material change to such
                      information in this Registration Statement;
  
                      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 above do not apply if the information required to be included in
                 a post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission by
                 the Registrant pursuant to Section 13 or Section 15(d) of the
                 Securities Exchange Act of 1934 that are incorporated by
                 reference in this 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 Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  
  
  
  
  
                                         4
  <PAGE>   5
  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 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.
  
  
  
  
  
                                         5
  <PAGE>   6
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on January 20, 1997.
  
                                         UNITED DENTAL CARE, INC.
  
  
                                         BY: /S/ WILLIAM H. WILCOX          
                                             ----------------------------
                                             WILLIAM H. WILCOX
                                             PRESIDENT AND CHIEF EXECUTIVE OFFICER
  
                                 POWER OF ATTORNEY
  
       Each individual whose signature appears below constitutes and appoints
  Mark E. Pape such person's true and lawful attorney-in-fact and agent, with
  full power of substitution and resubstitution, for such person and in such
  person's name, place, and stead, in any and all capacities, to sign any and all
  amendments (including post-effective amendments) to this Registration
  Statement, and to file the same with all exhibits thereto, and all documents in
  connection therewith, with the Securities and Exchange Commission, granting
  unto such attorney-in-fact and agent 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 such person might or
  could do in person, hereby ratifying and confirming all that such
  attorney-in-fact and agent, or his substitute or substitutes, may lawfully do
  or cause to be done by virtue hereof.
  
       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
  THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATES INDICATED.
  <TABLE>
  <CAPTION>
               SIGNATURE                                       CAPACITY                                     DATE
               ---------                                       --------                                     ----
         <S>                           <C>                                                                <C>
         /s/ William H. Wilcox         President, Chief Executive Officer and Director                    January 20, 1997
   ---------------------------------                                                                                      
           William H. Wilcox
                                                                                                         
         /s/  Mark E. Pape             Senior Vice President and Chief Financial Officer;                 January 20, 1997
   ---------------------------------   Principal Financial and Accounting Officer        
              Mark E. Pape                                                       
  
         /s/  Jack R. Anderson         Director                                                           January 20, 1997
   ---------------------------------                                                                                      
            Jack R. Anderson
  
         /s/  George E. Bello          Director                                                           January 20, 1997
   ---------------------------------                                                                                      
            George E. Bello
  
         /s/  James Ken Newman         Director                                                           January 20, 1997
   ---------------------------------                                                                                      
            James Ken Newman
  
         /s/  William H. Longfield     Director                                                           January 20, 1997
   ---------------------------------                                                                                      
          William H. Longfield
  
         /s/  James E. Buncher         Director                                                           January 20, 1997
   ---------------------------------                                                                                      
            James E. Buncher
  
         /s/  Donald E. Steen          Director                                                           January 20, 1997
   ---------------------------------                                                                                      
            Donald E. Steen
  
         /s/  Robert J. Nettinga       Director                                                           January 20, 1997
   ---------------------------------                                                                                      
           Robert J. Nettinga
  </TABLE>
  
  
  
  
  
                                         6
  <PAGE>   7
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
   EXHIBIT
     NO.                                                          DESCRIPTION
   -------                                                        -----------
   <S>               <C>
   4.1               Restated Certificate of  Incorporation of the Registrant  (incorporated by reference to  Exhibit 3.01
                     to the Registrant's Form S-1 Registration Statement, Registration No. 33-94356).
  
   4.2               Amended  and Restated Bylaws  of the  Registrant (incorporated  by reference to  Exhibit 3.02  to the
                     Registrant's Form S-1 Registration Statement, Registration No. 33-94356).
  
   4.3               Specimen Common  Stock Certificate  (incorporated by reference  to Exhibit  4.01 to  the Registrant's
                     Form S-1 Registration Statement, Registration No. 33-94356).
  
   4.4               United Dental Care, Inc.  Amended and Restated 1989  Key Employee Stock Option Plan  (filed herewith).
  
   4.5               United Dental Care, Inc. 1995 Stock Option Plan, as amended (filed herewith).
  
   5.1               Opinion of Strasburger & Price, L.L.P. (filed herewith).
  
   23.1              Consent of Price Waterhouse LLP (filed herewith).
  
   23.2              Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1 to this Registration Statement).
  
   24.1              Power of Attorney (contained on Signature Page of this Registration Statement).
  </TABLE>
  
  
  
  
  
                                         7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24822}]
metadata_filer: {"company-data": {"conformed-name": "UNITED DENTAL CARE INC /DE/", "cik": "0000948556", "assigned-sic": "6324", "irs-number": "752309712", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20043", "film-number": "97507729"}, "business-address": {"street1": "14755 PRESTON RD", "street2": "STE 300", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2144587474"}, "mail-address": {"street1": "14755 PRESTON RD", "street2": "STE 300", "city": "DALLAS", "state": "TX", "zip": "75240"}}
text: 1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1997
                                                           REGISTRATION NO._______
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                              --------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                              --------------------
  
                              UNITED DENTAL CARE, INC.
               (Exact name of registrant as specified in its charter)
  DELAWARE                       14755 PRESTON ROAD, SUITE 300                  75-2309712
  (State or other jurisdiction of               DALLAS, TEXAS 75240                    (I.R.S. Employer
  incorporation or organization)     (Address of principal executive offices)         Identification No.)
  UNITED DENTAL CARE, INC. AMENDED AND RESTATED
                        1989 KEY EMPLOYEE STOCK OPTION PLAN
  
            UNITED DENTAL CARE, INC. 1995 STOCK OPTION PLAN, AS AMENDED
                             (Full title of the plans)
  
                                    MARK E. PAPE
                 SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              UNITED DENTAL CARE, INC.
                           14755 PRESTON ROAD, SUITE 300
                                DALLAS, TEXAS 75240
                                   (972) 458-7474
             (Name, address and telephone number of agent for service)
  
                                     COPIES TO:
                            STRASBURGER & PRICE, L.L.P.
                            901 MAIN STREET, SUITE 4300
                                DALLAS, TEXAS 75202
                                   (214) 651-4300
                           ATTN: DAVID K. MEYERCORD, ESQ.
  
                          CALCULATION OF REGISTRATION FEE
  
  ===================================================================================================================
                                                                     Proposed        Proposed maximum    Amount of
                                                Amount to be          maximum           aggregate       registration
             Title of securities to be         registered (1)     offering price      offering price        fee
                     registered                                    per share (2)          (1)(2)
  -------------------------------------------------------------------------------------------------------------------
  Common Stock, $.10 par value        1,022,000 shares        $25.3352          $25,892,574       $7,846.24
  ===================================================================================================================
  (1)  This Registration Statement also includes an indeterminate number of
       additional shares that may become issuable as a result of terminated,
       expired or surrendered options for Common Stock, or pursuant to the
       antidilution adjustment provisions of the plans.
  
  (2)  Estimated solely for purposes of computing the amount of the registration
       fee in accordance with Rule 457(h) under the Securities Act of 1933, as
       amended.  The offering price and registration fee calculations are based on
       (i) the weighted average option price per share for 617,000 shares subject
       to options outstanding under the plans and (ii) the average of the high and
       low prices of the Common Stock reported on the Nasdaq National Market on
       January 14, 1997, for an aggregate of 405,000 shares reserved for options
       that may be granted under the 1995 Stock Option Plan.
  
  ================================================================================
  2
                                      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 and are deemed to be a part hereof from the date of
  filing of such documents with the Securities and Exchange Commission (the
  "Commission"):
  
       (a)  Annual Report on Form 10-K of the Registrant for the year ended
            December 31, 1995, filed with the Commission pursuant to Section 13(a)
            of the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), on March 20, 1996, except for the audited consolidated
            financial statements of the Registrant and the Report of Independent
            Accountants appearing therein.
  
       (b)  Consolidated financial statements of the Registrant, and the Report of
            Independent Accountants, appearing at pages F-3 through F-15,
            inclusive, of the Prospectus dated October 28, 1996 constituting part
            of the Registration Statement on Form S-1 (Registration No. 333-12425)
            of the Registrant.
  
       (c)  Current Report on Form 8-K of the Registrant filed with the
            Commission pursuant to Section 13(a) of the Exchange Act on February
            2, 1996.
  
       (d)  Current Report on Form 8-K/A of the Registrant filed with the
            Commission pursuant to Section 13(a) of the Exchange Act on March 26,
            1996.
  
       (e)  Quarterly Report on Form 10-Q of the Registrant for the quarter ended
            March 31, 1996, filed with the Commission pursuant to Section 13(a)
            of the Exchange Act on April 26, 1996.
  
       (f)  Quarterly Report on Form 10-Q of the Registrant for the quarter ended
            June 30, 1996, filed with the Commission pursuant to Section 13(a) of
            the Exchange Act on August 6, 1996.
  
       (g)  Quarterly Report on Form 10-Q of the Registrant for the quarter ended
            September 30, 1996, filed with the Commission pursuant to Section
            13(a) of the Exchange Act on November 13, 1996.
  
       (h)  The description of the Common Stock, $.10 par value per share (the
            "Common Stock"), of the Registrant contained in Item 1 of the
            Registration Statement on Form 8-A filed with the Commission pursuant
            to Section 12(g) of the Exchange Act, as declared effective on 
            September 21, 1995 (File No. 0-26688), including all amendments or 
            reports filed for the purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement which indicates that
  all securities offered hereby have been sold or which deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated by
  reference into this Registration Statement and to be a part hereof from the
  date of filing of such documents.
  
       Any statement contained in any document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or replaces such
  statement.  Any such statement so modified shall not be deemed to constitute a
  part of this Registration Statement, except as so modified.  Any such statement
  so superseded shall not be deemed to constitute a part of this Registration
  Statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       David K. Meyercord, a partner in Strasburger & Price, L.L.P., counsel for
  the Registrant, is an Assistant Secretary of the Registrant.
  
                                        2
  3
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Under Section 145 of the Delaware General Corporation Law ("Delaware
  Law"), the Registrant has broad powers to indemnify its directors, officers,
  employees and agents against liabilities they may incur in such capacities,
  including liabilities under the Securities Act of 1933, as amended (the
  "Securities Act").  The Amended and Restated Bylaws of the Registrant (the
  "Bylaws") provide that the Registrant shall indemnify its directors and
  officers to the full extent permitted by Delaware Law.  The Bylaws also provide
  that rights to indemnification conferred under such Bylaws shall not be deemed
  to be exclusive of any other right such persons may have or acquire under any
  agreement, vote of stockholders or disinterested directors of the Registrant,
  or otherwise.
  
       The Restated Certificate of Incorporation of the Registrant provides that,
  pursuant to Delaware Law, no director of the Registrant shall be liable to the
  Registrant or its stockholders for monetary damages for breach of the
  director's fiduciary duty as a director.  This provision in the Certificate of
  Incorporation does not eliminate the duty of care, and in appropriate
  circumstances equitable remedies such as injunctive or other forms of
  non-monetary relief will remain available under Delaware Law.  In addition,
  each director will continue to be subject to liability for breach of the
  director's duty of loyalty to the Registrant or its stockholders, for acts of
  omissions not in good faith or involving intentional misconduct or a knowing
  violation of law, for any transaction from which the director derived an
  improper personal benefit, and for payment of dividends or approval of stock
  repurchases or redemptions that are unlawful under Delaware Law.  The provision
  also does not affect a director's responsibilities under any other law, such as
  the Federal securities laws.
  
       The United Dental Care, Inc. Amended and Restated 1989 Key Employee Stock
  Option Plan (the "1989 Plan") and the United Dental Care, Inc. 1995 Stock
  Option Plan, as amended (the "1995 Plan" and, together with the 1989 Plan,
  collectively the "Plans"), provide that members of the Board of Directors of
  the Registrant serving as members of the respective Committees administering
  the Plans shall be indemnified by the Registrant against the reasonable
  expenses, including attorneys' fees, actually and reasonably incurred in
  connection with the defense of any action, suit or proceeding, or in connection
  with any appeal therein, to which they or any of them may be a party by reason
  of any action taken or failure to act under or in connection with the Plans or
  any stock option granted thereunder, and against all amounts paid by them in
  settlement thereof (provided such settlement is approved by independent legal
  counsel selected by the Registrant or, in the case of the 1995 Plan, by a
  majority of the disinterested directors of the Registrant) or paid by them in
  satisfaction of a judgment in any such action, suit or proceeding, except in
  relation to matters as to which it shall be adjudged in such action, suit or
  proceeding that a member of the Committee is liable for gross negligence or
  intentional and willful misconduct in the performance of his duties as a member
  of the Committee; provided that within sixty (60) days of institution of any
  such action, suit or proceeding, such member of the Committee shall in writing
  offer the Registrant the opportunity, at its expense, to handle and defend the
  same.  Such indemnification rights are in addition to all other rights to
  indemnification and advancement of expenses to which members of the respective
  Committees may otherwise be entitled.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.   EXHIBITS.
  EXHIBIT
    NO.                                  DESCRIPTION
  -------                                -----------
  4.1       Restated Certificate of Incorporation of the Registrant (incorporated
            by reference to Exhibit 3.01 to the Registrant's Form S-1 Registration
            Statement, Registration No. 33-94356).
  
  4.2       Amended and Restated Bylaws of the Registrant (incorporated by 
            reference to Exhibit 3.02 to the Registrant's Form S-1 Registration 
            Statement, Registration No. 33-94356).
  
  4.3       Specimen Common Stock Certificate (incorporated by reference to 
            Exhibit 4.01 to the Registrant's Form S-1 Registration Statement, 
            Registration No. 33-94356).
  3
  4
  4.4       United Dental Care, Inc. Amended and Restated 1989 Key Employee Stock
            Option Plan (filed herewith).
  
  4.5       United Dental Care, Inc. 1995 Stock Option Plan, as amended (filed 
            herewith).
  
  5.1       Opinion of Strasburger & Price, L.L.P. (filed herewith).
  
  23.1      Consent of Price Waterhouse LLP (filed herewith).
  
  23.2      Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1 to 
            this Registration Statement).
  
  24.1      Power of Attorney (contained on Signature Page of this 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:
  
                  (i) To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;
  
                 (ii) To reflect in the prospectus any facts or events arising
                      after the effective date of this 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 this Registration
                      Statement.  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
                      reflected in the form of 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% change in the maximum aggregate offering price set
                      forth in the "Calculation of Registration Fee" table in the
                      effective Registration Statement; and
  
                (iii) To include any material information with respect to the
                      plan of distribution not previously disclosed in this
                      Registration Statement or any material change to such
                      information in this Registration Statement;
  
                      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 above do not apply if the information required to be included in
                 a post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission by
                 the Registrant pursuant to Section 13 or Section 15(d) of the
                 Securities Exchange Act of 1934 that are incorporated by
                 reference in this 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 Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  
                                         4
  5
  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 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.
  
                                         5
  6
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on January 20, 1997.
  
                                         UNITED DENTAL CARE, INC.
  
                                         BY: /S/ WILLIAM H. WILCOX          
                                             ----------------------------
                                             WILLIAM H. WILCOX
                                             PRESIDENT AND CHIEF EXECUTIVE OFFICER
  
                                 POWER OF ATTORNEY
  
       Each individual whose signature appears below constitutes and appoints
  Mark E. Pape such person's true and lawful attorney-in-fact and agent, with
  full power of substitution and resubstitution, for such person and in such
  person's name, place, and stead, in any and all capacities, to sign any and all
  amendments (including post-effective amendments) to this Registration
  Statement, and to file the same with all exhibits thereto, and all documents in
  connection therewith, with the Securities and Exchange Commission, granting
  unto such attorney-in-fact and agent 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 such person might or
  could do in person, hereby ratifying and confirming all that such
  attorney-in-fact and agent, or his substitute or substitutes, may lawfully do
  or cause to be done by virtue hereof.
  
       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
  THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATES INDICATED.
  SIGNATURE                                       CAPACITY                                     DATE
               ---------                                       --------                                     ----
  /s/ William H. Wilcox         President, Chief Executive Officer and Director                    January 20, 1997
   ---------------------------------                                                                                      
           William H. Wilcox
                                                                                                         
         /s/  Mark E. Pape             Senior Vice President and Chief Financial Officer;                 January 20, 1997
   ---------------------------------   Principal Financial and Accounting Officer        
              Mark E. Pape                                                       
  
         /s/  Jack R. Anderson         Director                                                           January 20, 1997
   ---------------------------------                                                                                      
            Jack R. Anderson
  
         /s/  George E. Bello          Director                                                           January 20, 1997
   ---------------------------------                                                                                      
            George E. Bello
  
         /s/  James Ken Newman         Director                                                           January 20, 1997
   ---------------------------------                                                                                      
            James Ken Newman
  
         /s/  William H. Longfield     Director                                                           January 20, 1997
   ---------------------------------                                                                                      
          William H. Longfield
  
         /s/  James E. Buncher         Director                                                           January 20, 1997
   ---------------------------------                                                                                      
            James E. Buncher
  
         /s/  Donald E. Steen          Director                                                           January 20, 1997
   ---------------------------------                                                                                      
            Donald E. Steen
  
         /s/  Robert J. Nettinga       Director                                                           January 20, 1997
   ---------------------------------                                                                                      
           Robert J. Nettinga
  6
  7
                                 INDEX TO EXHIBITS
  EXHIBIT
     NO.                                                          DESCRIPTION
   -------                                                        -----------
  4.1               Restated Certificate of  Incorporation of the Registrant  (incorporated by reference to  Exhibit 3.01
                     to the Registrant's Form S-1 Registration Statement, Registration No. 33-94356).
  
   4.2               Amended  and Restated Bylaws  of the  Registrant (incorporated  by reference to  Exhibit 3.02  to the
                     Registrant's Form S-1 Registration Statement, Registration No. 33-94356).
  
   4.3               Specimen Common  Stock Certificate  (incorporated by reference  to Exhibit  4.01 to  the Registrant's
                     Form S-1 Registration Statement, Registration No. 33-94356).
  
   4.4               United Dental Care, Inc.  Amended and Restated 1989  Key Employee Stock Option Plan  (filed herewith).
  
   4.5               United Dental Care, Inc. 1995 Stock Option Plan, as amended (filed herewith).
  
   5.1               Opinion of Strasburger & Price, L.L.P. (filed herewith).
  
   23.1              Consent of Price Waterhouse LLP (filed herewith).
  
   23.2              Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1 to this Registration Statement).
  
   24.1              Power of Attorney (contained on Signature Page of this Registration Statement).
  7