content: <PAGE>   1
  
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
                                                           REGISTRATION NO. 333-
  ===============================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                               ADVANCE PARADIGM, INC.
               (Exact name of Registrant as specified in its charter)
  
           DELAWARE                                               75-2493381
  (State or other jurisdiction                                 (I.R.S. Employer
  of incorporation or organization)                         Identification Number)
  
          545 EAST JOHN CARPENTER FREEWAY
                    SUITE 1570
                   IRVING, TEXAS                                     75062
               (Address of Principal                               (Zip Code)
                Executive Offices)
  
                               ADVANCE PARADIGM, INC.
                            INCENTIVE STOCK OPTION PLAN
                  AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
                        1997 NONSTATUTORY STOCK OPTION PLAN
                             (Full titles of the plans)
  
                                  DAVID D. HALBERT
            CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          545 EAST JOHN CARPENTER FREEWAY
                                     SUITE 1570
                                IRVING, TEXAS 75062
                      (Name and address of agent for service)
  
                                   (972) 830-6199
           (Telephone number, including area code, of agent for service)
  
                               ----------------------
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ===============================================================================================================
                                                         PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
       TITLE OF SECURITIES           AMOUNT TO BE         OFFERING PRICE      AGGREGATE OFFERING     REGISTRATION
       TO BE REGISTERED              REGISTERED (1)       PER SHARE (2)           PRICE (2)             FEE
  - ---------------------------------------------------------------------------------------------------------------
  <S>                                 <C>                   <C>                  <C>                     <C>
  Common Stock, $0.01 par value
  ("Common Stock").............       2,337,750              $ 10.77              $ 25,177,568        $ 7,630
  ===============================================================================================================
  </TABLE>
  
  (1)  This Registration Statement also covers any additional shares that may
       hereafter become purchasable as a result of the adjustment provisions of
       the Plans.
  (2)  Estimated solely for the purpose of computing the registration fee
       pursuant to Rule 457(c) and (h).  The calculation of the proposed maximum
       offering price is based upon the aggregate exercise price for shares of 
       Common Stock issuable upon the exercise of options already granted and is 
       based upon the average of the high and low sales prices of the Common 
       Stock of Advance Paradigm, Inc. on September 4, 1997, as reported by the 
       Nasdaq National Market.
  
                               ----------------------
  
  ===============================================================================
  
  <PAGE>   2
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
       The documents constituting Part I of this Registration Statement will be
  sent or given to directors, officers, consultants, advisors and employees of
  Advance Paradigm, Inc. (the "Company") as specified by Rule 428(b)(1)
  promulgated under the Securities Act of 1933, as amended (the "Securities
  Act").
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
       The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
           (1) The Company's Annual Report on Form 10-K for the fiscal year ended
       March 31, 1997, which contains audited financial statements for the fiscal
       year ended March 31, 1997.
  
           (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
       March 31, 1997.
  
           (3) The Company's Definitive Proxy Statement pursuant to Schedule 14A
       filed with the Commission on July 29, 1997.
  
           (4) The description of the Company's Common Stock contained in the
       Company's registration statement on Form S-1 (No. 333-06931) filed with
       the Commission on June 26, 1996, as amended by Amendment No. 1 thereto
       filed with the Commission on July 10, 1996, Amendment No. 2 thereto filed
       with the Commission on September 11, 1996, Amendment No. 3 thereto filed
       with the Commission on September 30, 1996, and Amendment No. 4 thereto
       filed with the Commission on October 8, 1996, the Company's registration
       statement filed pursuant to Rule 462(b) and the final prospectus, dated
       October 8, 1996, filed with the Commission pursuant to Rule 424(b)(4)
       under the Securities Act.
  
           (5)  The Company's Amended and Restated Incentive Stock Option Plan.
  
           (6)  The Company's Incentive Stock Option Plan.
  
           (7)  The Company's 1997 Nonstatutory Stock Option Plan.
  
       In addition, all documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (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 securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  Any statement contained in a 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
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  
                                         1
  
  
  
  <PAGE>   3
  
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the issuance of the shares of Common Stock offered by this
  Registration Statement will be passed upon for the Company by Akin, Gump,
  Strauss, Hauer & Feld, L.L.P.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Company, a Delaware corporation, is empowered by Section 145 of the
  Delaware General Corporation Law (the "Delaware Act"), subject to the
  procedures and limitations stated therein, to indemnify certain parties.
  Section 145 of the Delaware Act provides in part that a corporation shall have
  the power to 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
  (other than an action by or in the right of the corporation) by reason of the
  fact that such person is or was a director, officer, employee or agent of the
  corporation or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation or other
  enterprise, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in
  connection with such action, suit or proceeding if he acted in good faith and
  in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  Similar indemnity is authorized for such persons against expenses (including
  attorneys' fees) actually and reasonably incurred in defense or settlement of
  any threatened, pending or completed action or suit by or in the right of the
  corporation, if such person acted in good faith and in a manner he reasonably
  believed to be in or not opposed to the best interests of the corporation, and
  provided further that (unless a court of competent jurisdiction otherwise
  provides) such person shall not have been adjudged liable to the corporation.
  Any such indemnification may be made only as authorized in each specific case
  upon a determination by the stockholders or disinterested directors that
  indemnification is proper because the indemnitee has met the applicable
  standard of conduct. Where an officer or a director is successful on the merits
  or otherwise in the defense of any action referred to above, the corporation
  must indemnify him against the expenses which such officer or director actually
  or reasonably incurred. Section 145 provides further that indemnification
  pursuant to its provisions is not exclusive of other rights of indemnification
  to which a person may be entitled under any bylaw, agreement, vote of
  stockholders or disinterested directors or otherwise.
  
       Article 9 of the Company's Certificate of Incorporation, as amended (the
  "Certificate"), provides that the Company shall indemnify any and all persons
  whom it has the power to indemnify under Section 145 of the Delaware Act to the
  fullest extent permitted under such section, and such indemnity shall continue
  as to a person who has ceased to be a director, officer, employee or agent and
  shall inure to the benefit of the heirs, executors and administrators of such a
  person.
  
       The right to indemnification under Article 9 of the Certificate is a
  contract right which includes, with respect to directors and officers, the
  right to be paid by the Company the expenses incurred in defending any such
  proceeding in advance of its disposition; provided, however, that, if the
  General Corporation Law of the State of Delaware requires, the payment of such
  expenses incurred by a director or officer in advance of the final disposition
  of a proceeding shall be made only upon delivery to the Company of an
  undertaking, by or on behalf of such director or officer, to repay all amounts
  so advanced if it shall ultimately be determined that such director or officer
  is not entitled to be indemnified under Article 9 or otherwise.
  
       As set forth below, Article 8 of the bylaws of the Company (the "Bylaws")
  provides for indemnification of directors, officers, employees and agents, and
  Section 8.7 of the Bylaws provides for the authority to purchase insurance with
  respect to indemnification of directors, officers, employees and agents.
  
  
                                         2
  
  <PAGE>   4
  
  
  
       Article 8 of the Bylaws provides that the Company shall 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, whether civil,
  criminal, administrative or investigative (other than an action by or in the
  right of the Company) by reason of the fact that he is or was a director,
  officer, employee or agent of the Company, or is or was serving at the request
  of the Company as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines, and amounts paid in
  settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  Company, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful, to the fullest extent
  permitted by Delaware law.
  
       Section 7 of the Underwriting Agreement among the Company, the
  Underwriters and the Selling Stockholders provides for the indemnification by
  the Company of the Underwriters and each person, if any, who controls any
  Underwriter from and against any and all losses, claims, damages or liabilities
  to which such indemnified parties or any of them may become subject. The
  Underwriting Agreement also provides that the Underwriters shall similarly
  indemnify the Company, its directors, officers, Selling Stockholders and
  controlling persons, as set forth therein.
  
       The Company maintains directors' and officers' liability insurance in
  accordance with Delaware law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       The issuance of restricted securities was completed without registration
  under the Securities Act in reliance on the exemption provided by Section 4(2)
  of the Securities Act. In relying on this exemption, the Company relied on the
  limited extent and purpose of the issuance.
  
  ITEM 8.  EXHIBITS.
  
       See Index to Exhibits, attached hereto.
  
  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;
  
           (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. 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 and 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 20 percent change in the maximum aggregate
       offering price set forth in the "Calculation of Registration Fee" table in
       the effective 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.
  
  
                                         3
  
  <PAGE>   5
  
  
           (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 (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the
  Securities Act 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 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, 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 Securities Act and will be governed
  by the final adjudication of such issue.
  
                                         4
  
  <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 Irving, State of Texas on September 4, 1997.
  
                                       ADVANCE PARADIGM, INC.
  
  
                                       By: /s/ David D. Halbert
                                           ---------------------------------------
                                       David D. Halbert
                                       Chairman of the Board, President and Chief
                                       Executive Officer
  
       Pursuant to the requirements of the Securities Act of 1933, this 
  Registration Statement has been signed below by the following persons in the 
  capacities indicated on September 4, 1997.
  
  <TABLE>
  <CAPTION>
  
  Signature                           Title
  - ---------                           -----
  <S>                                 <C>
  
  
   /s/ David D. Halbert               Chairman of the Board, President and Chief
  - ------------------------------      Executive Officer
  David D. Halbert                                                 
  
  
   /s/ Jon S. Halbert                 Chief Operating Officer, Executive Vice
  - ------------------------------      President and Director
  Jon S. Halbert                                                   
  
  
   /s/ Danny Phillips                 Chief Financial Officer, Senior Vice
  - ------------------------------      President, Secretary and Treasurer
  Danny Phillips                      (Principal Financial and Accounting Officer)
                                                     
   /s/ Peter M. Castleman             Director
  - ------------------------------
  Peter M. Castleman
  
  
   /s/ Rogers K. Coleman              Director
  - ------------------------------
  Rogers K. Coleman
  
  
   /s/ Stephen L. Green               Director
  - ------------------------------
  Stephen L. Green
  
  
   /s/ Jeffrey R. Jay                 Director
  - ------------------------------
  Jeffrey R. Jay
  
  
   /s/ Kenneth J. Linde               Director
  - ------------------------------
  Kenneth J. Linde
  
  
   /s/ Michael D. Ware                Director
  - ------------------------------
  Michael D. Ware
  </TABLE>
  
                                        S-1
  
  <PAGE>   7
  
  
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number              Description of Exhibits
  - -------             -----------------------
  <S>                 <C>
  4.1*        -       Amended and Restated Incentive Stock Option Plan
  
  4.2*        -       Incentive Stock Option Plan
  
  4.3**       -       1997 Nonstatutory Stock Option Plan
  
  5.1***      -       Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
  
  23.1***     -       Consent of Arthur Andersen LLP
  
  23.2***     -       Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. 
                      (included in Exhibit 5.1)
  
  </TABLE>
  
  
  
  *Previously filed in connection with the Company's Registration Statement on 
  Form S-1 filed October 8, 1996 (No. 333-06931)
  
  **Previously filed with the Company's Quarterly Report on Form 10-Q for the 
  quarter ended June 30, 1997
  
  ***Filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20849}]
metadata_filer: {"company-data": {"conformed-name": "ADVANCE PARADIGM INC", "cik": "0001012956", "assigned-sic": "8090", "irs-number": "752493381", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-34999", "film-number": "97675798"}, "business-address": {"street1": "545 E JOHN CARPENTER FREEWAY", "street2": "SUITE 1900", "city": "IRVING", "state": "TX", "zip": "75062", "phone": "2148306199"}, "mail-address": {"street1": "545 E JOHN CARPENTER FREEWAY SUITE 1900", "street2": "545 E JOHN CARPENTER FREEWAY SUITE 1900", "city": "IRVING", "state": "TX", "zip": "75062"}}
text: 1
  
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
                                                           REGISTRATION NO. 333-
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                               ADVANCE PARADIGM, INC.
               (Exact name of Registrant as specified in its charter)
  
           DELAWARE                                               75-2493381
  (State or other jurisdiction                                 (I.R.S. Employer
  of incorporation or organization)                         Identification Number)
  
          545 EAST JOHN CARPENTER FREEWAY
                    SUITE 1570
                   IRVING, TEXAS                                     75062
               (Address of Principal                               (Zip Code)
                Executive Offices)
  
                               ADVANCE PARADIGM, INC.
                            INCENTIVE STOCK OPTION PLAN
                  AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
                        1997 NONSTATUTORY STOCK OPTION PLAN
                             (Full titles of the plans)
  
                                  DAVID D. HALBERT
            CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          545 EAST JOHN CARPENTER FREEWAY
                                     SUITE 1570
                                IRVING, TEXAS 75062
                      (Name and address of agent for service)
  
                                   (972) 830-6199
           (Telephone number, including area code, of agent for service)
  
                               ----------------------
  
                          CALCULATION OF REGISTRATION FEE
  ===============================================================================================================
                                                         PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
       TITLE OF SECURITIES           AMOUNT TO BE         OFFERING PRICE      AGGREGATE OFFERING     REGISTRATION
       TO BE REGISTERED              REGISTERED (1)       PER SHARE (2)           PRICE (2)             FEE
  - ---------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value
  ("Common Stock").............       2,337,750              $ 10.77              $ 25,177,568        $ 7,630
  ===============================================================================================================
  (1)  This Registration Statement also covers any additional shares that may
       hereafter become purchasable as a result of the adjustment provisions of
       the Plans.
  (2)  Estimated solely for the purpose of computing the registration fee
       pursuant to Rule 457(c) and (h).  The calculation of the proposed maximum
       offering price is based upon the aggregate exercise price for shares of 
       Common Stock issuable upon the exercise of options already granted and is 
       based upon the average of the high and low sales prices of the Common 
       Stock of Advance Paradigm, Inc. on September 4, 1997, as reported by the 
       Nasdaq National Market.
  
                               ----------------------
  
  ===============================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
       The documents constituting Part I of this Registration Statement will be
  sent or given to directors, officers, consultants, advisors and employees of
  Advance Paradigm, Inc. (the "Company") as specified by Rule 428(b)(1)
  promulgated under the Securities Act of 1933, as amended (the "Securities
  Act").
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
       The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
           (1) The Company's Annual Report on Form 10-K for the fiscal year ended
       March 31, 1997, which contains audited financial statements for the fiscal
       year ended March 31, 1997.
  
           (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
       March 31, 1997.
  
           (3) The Company's Definitive Proxy Statement pursuant to Schedule 14A
       filed with the Commission on July 29, 1997.
  
           (4) The description of the Company's Common Stock contained in the
       Company's registration statement on Form S-1 (No. 333-06931) filed with
       the Commission on June 26, 1996, as amended by Amendment No. 1 thereto
       filed with the Commission on July 10, 1996, Amendment No. 2 thereto filed
       with the Commission on September 11, 1996, Amendment No. 3 thereto filed
       with the Commission on September 30, 1996, and Amendment No. 4 thereto
       filed with the Commission on October 8, 1996, the Company's registration
       statement filed pursuant to Rule 462(b) and the final prospectus, dated
       October 8, 1996, filed with the Commission pursuant to Rule 424(b)(4)
       under the Securities Act.
  
           (5)  The Company's Amended and Restated Incentive Stock Option Plan.
  
           (6)  The Company's Incentive Stock Option Plan.
  
           (7)  The Company's 1997 Nonstatutory Stock Option Plan.
  
       In addition, all documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (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 securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  Any statement contained in a 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
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
                                         1
  3
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the issuance of the shares of Common Stock offered by this
  Registration Statement will be passed upon for the Company by Akin, Gump,
  Strauss, Hauer & Feld, L.L.P.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Company, a Delaware corporation, is empowered by Section 145 of the
  Delaware General Corporation Law (the "Delaware Act"), subject to the
  procedures and limitations stated therein, to indemnify certain parties.
  Section 145 of the Delaware Act provides in part that a corporation shall have
  the power to 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
  (other than an action by or in the right of the corporation) by reason of the
  fact that such person is or was a director, officer, employee or agent of the
  corporation or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation or other
  enterprise, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in
  connection with such action, suit or proceeding if he acted in good faith and
  in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  Similar indemnity is authorized for such persons against expenses (including
  attorneys' fees) actually and reasonably incurred in defense or settlement of
  any threatened, pending or completed action or suit by or in the right of the
  corporation, if such person acted in good faith and in a manner he reasonably
  believed to be in or not opposed to the best interests of the corporation, and
  provided further that (unless a court of competent jurisdiction otherwise
  provides) such person shall not have been adjudged liable to the corporation.
  Any such indemnification may be made only as authorized in each specific case
  upon a determination by the stockholders or disinterested directors that
  indemnification is proper because the indemnitee has met the applicable
  standard of conduct. Where an officer or a director is successful on the merits
  or otherwise in the defense of any action referred to above, the corporation
  must indemnify him against the expenses which such officer or director actually
  or reasonably incurred. Section 145 provides further that indemnification
  pursuant to its provisions is not exclusive of other rights of indemnification
  to which a person may be entitled under any bylaw, agreement, vote of
  stockholders or disinterested directors or otherwise.
  
       Article 9 of the Company's Certificate of Incorporation, as amended (the
  "Certificate"), provides that the Company shall indemnify any and all persons
  whom it has the power to indemnify under Section 145 of the Delaware Act to the
  fullest extent permitted under such section, and such indemnity shall continue
  as to a person who has ceased to be a director, officer, employee or agent and
  shall inure to the benefit of the heirs, executors and administrators of such a
  person.
  
       The right to indemnification under Article 9 of the Certificate is a
  contract right which includes, with respect to directors and officers, the
  right to be paid by the Company the expenses incurred in defending any such
  proceeding in advance of its disposition; provided, however, that, if the
  General Corporation Law of the State of Delaware requires, the payment of such
  expenses incurred by a director or officer in advance of the final disposition
  of a proceeding shall be made only upon delivery to the Company of an
  undertaking, by or on behalf of such director or officer, to repay all amounts
  so advanced if it shall ultimately be determined that such director or officer
  is not entitled to be indemnified under Article 9 or otherwise.
  
       As set forth below, Article 8 of the bylaws of the Company (the "Bylaws")
  provides for indemnification of directors, officers, employees and agents, and
  Section 8.7 of the Bylaws provides for the authority to purchase insurance with
  respect to indemnification of directors, officers, employees and agents.
  
                                         2
  4
  
       Article 8 of the Bylaws provides that the Company shall 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, whether civil,
  criminal, administrative or investigative (other than an action by or in the
  right of the Company) by reason of the fact that he is or was a director,
  officer, employee or agent of the Company, or is or was serving at the request
  of the Company as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines, and amounts paid in
  settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  Company, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful, to the fullest extent
  permitted by Delaware law.
  
       Section 7 of the Underwriting Agreement among the Company, the
  Underwriters and the Selling Stockholders provides for the indemnification by
  the Company of the Underwriters and each person, if any, who controls any
  Underwriter from and against any and all losses, claims, damages or liabilities
  to which such indemnified parties or any of them may become subject. The
  Underwriting Agreement also provides that the Underwriters shall similarly
  indemnify the Company, its directors, officers, Selling Stockholders and
  controlling persons, as set forth therein.
  
       The Company maintains directors' and officers' liability insurance in
  accordance with Delaware law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       The issuance of restricted securities was completed without registration
  under the Securities Act in reliance on the exemption provided by Section 4(2)
  of the Securities Act. In relying on this exemption, the Company relied on the
  limited extent and purpose of the issuance.
  
  ITEM 8.  EXHIBITS.
  
       See Index to Exhibits, attached hereto.
  
  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;
  
           (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. 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 and 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 20 percent change in the maximum aggregate
       offering price set forth in the "Calculation of Registration Fee" table in
       the effective 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.
  
                                         3
  5
  
           (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 (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the
  Securities Act 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 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, 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 Securities Act and will be governed
  by the final adjudication of such issue.
  
                                         4
  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 Irving, State of Texas on September 4, 1997.
  
                                       ADVANCE PARADIGM, INC.
  
                                       By: /s/ David D. Halbert
                                           ---------------------------------------
                                       David D. Halbert
                                       Chairman of the Board, President and Chief
                                       Executive Officer
  
       Pursuant to the requirements of the Securities Act of 1933, this 
  Registration Statement has been signed below by the following persons in the 
  capacities indicated on September 4, 1997.
  Signature                           Title
  - ---------                           -----
  /s/ David D. Halbert               Chairman of the Board, President and Chief
  - ------------------------------      Executive Officer
  David D. Halbert                                                 
  
   /s/ Jon S. Halbert                 Chief Operating Officer, Executive Vice
  - ------------------------------      President and Director
  Jon S. Halbert                                                   
  
   /s/ Danny Phillips                 Chief Financial Officer, Senior Vice
  - ------------------------------      President, Secretary and Treasurer
  Danny Phillips                      (Principal Financial and Accounting Officer)
                                                     
   /s/ Peter M. Castleman             Director
  - ------------------------------
  Peter M. Castleman
  
   /s/ Rogers K. Coleman              Director
  - ------------------------------
  Rogers K. Coleman
  
   /s/ Stephen L. Green               Director
  - ------------------------------
  Stephen L. Green
  
   /s/ Jeffrey R. Jay                 Director
  - ------------------------------
  Jeffrey R. Jay
  
   /s/ Kenneth J. Linde               Director
  - ------------------------------
  Kenneth J. Linde
  
   /s/ Michael D. Ware                Director
  - ------------------------------
  Michael D. Ware
  S-1
  7
  
                                 INDEX TO EXHIBITS
  Exhibit
  Number              Description of Exhibits
  - -------             -----------------------
  4.1*        -       Amended and Restated Incentive Stock Option Plan
  
  4.2*        -       Incentive Stock Option Plan
  
  4.3**       -       1997 Nonstatutory Stock Option Plan
  
  5.1***      -       Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
  
  23.1***     -       Consent of Arthur Andersen LLP
  
  23.2***     -       Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. 
                      (included in Exhibit 5.1)
  *Previously filed in connection with the Company's Registration Statement on 
  Form S-1 filed October 8, 1996 (No. 333-06931)
  
  **Previously filed with the Company's Quarterly Report on Form 10-Q for the 
  quarter ended June 30, 1997
  
  ***Filed herewith