content: <PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 1999
                                                           REGISTRATION NO._______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                     -----------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                     -----------
                             HORIZON HEALTH CORPORATION
               (Exact name of registrant as specified in its charter)
  
          DELAWARE                                               75-2293354
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                             Identification No.)
  
                               1500 WATERS RIDGE DRIVE
                            LEWISVILLE, TEXAS 75057-6011
                      (Address of principal executive offices)
  
                             HORIZON HEALTH CORPORATION
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                   JAMES W. MCATEE
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             HORIZON HEALTH CORPORATION
                               1500 WATERS RIDGE DRIVE
                            LEWISVILLE, TEXAS 75057-6011
                                   (972) 420-8200
              (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.
  
  <TABLE>
  <CAPTION>
  
                          CALCULATION OF REGISTRATION FEE
  
  =========================================================================================================================
                                                               PROPOSED MAXIMUM     PROPOSED MAXIMUM
                                            AMOUNT TO BE      OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED     REGISTERED (1)(2)       SHARE (3)            PRICE (3)         REGISTRATION FEE
  -------------------------------------  ------------------- -------------------- --------------------  -------------------
  <S>             <C>                      <C>                       <C>               <C>                   <C>
    COMMON STOCK, $.01 PAR VALUE           700,000 SHARES            $7.70             $5,390,000            $1,422.96
  =========================================================================================================================
  </TABLE>
  
  (1)   Represents the maximum aggregate number of shares of Common Stock that can
        be purchased by employees under the employee stock purchase plan described
        herein.
  (2)   Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
        Registration Statement also includes an indeterminate amount of interests
        to be offered or sold pursuant to the employee stock purchase plan
        described herein.
  (3)   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, based on the average of the high and low prices for the Common
        Stock on the Nasdaq Stock Market on November 24, 1999.
  
  
  
  
  <PAGE>   2
  
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The following documents are incorporated by reference in this
  Registration Statement by Horizon Health Corporation, a Delaware corporation
  (the "Registrant" or the "Company"):
  
        (a)  the Annual Report on Form 10-K of the Registrant for the fiscal year
             ended August 31, 1999, filed with the Securities and Exchange
             Commission (the "Commission") on November 5, 1999;
  
        (b)  the description of the Common Stock, $.01 par value per share (the
             "Common Stock"), of the Registrant contained in Item 1 of the
             Registration Statement on Form 8-A filed pursuant to Section 12 of
             the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
             relating to the Common Stock, as declared effective on March 13, 1995
             (File No. 1-13626), including all amendments or reports filed for
             purposes of updating such description; and
  
        (c)  the description of the Rights to Purchase Common Stock of the
             Registrant contained in Item 1 of the Registration Statement on Form
             8-A/12G filed pursuant to Section 12 of the Exchange Act, relating to
             the Rights to Purchase Common Stock, as declared effective on
             February 18, 1997 (File No. 000-22123), including all amendments or
             reports filed for purposes 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 the 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 in the 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 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 statement so modified shall not be deemed in its unmodified form
  to constitute a part of this Registration Statement. Any 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.
  
        Not applicable.
  
  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 (the "Securities Act").
  The Registrant's Certificate of Incorporation provides that the Registrant shall
  indemnify its directors and officers to the fullest extent permitted by law, and
  requires the Registrant to advance litigation expenses in the case of
  stockholder derivative actions or other actions, against an undertaking by the
  director or officer to repay such advances if it is ultimately determined that
  the director or officer is not entitled to indemnification. The Certificate of
  Incorporation also provides that rights conferred under such Certificate of
  Incorporation shall not be deemed to be exclusive of any other right such
  persons may have or acquire under any statute, the Bylaws, agreement, resolution
  of stockholders or directors, or otherwise.
  
  
  
                                         2
  <PAGE>   3
        The Certificate of Incorporation further 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 or omissions not in good faith or involving intentional
  misconduct, for knowing violations of law, for actions leading to improper
  personal benefit to the director, 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.
  
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not applicable.
  
  ITEM 8.    EXHIBITS.
  
  EXHIBIT
    NO.      DESCRIPTION
  
  3.1        Amended and Restated Certificate of Incorporation of the Registrant,
             as amended (incorporated herein by reference to Exhibit 3.1 to the
             Current Report on Form 8-K of the Registrant filed with the
             Commission and dated August 11, 1997 (the "Form 8-K Filing").
  
  3.2        Bylaws of the Registrant, as amended (incorporated herein by
             reference to Exhibit 3.2 to Amendment No. 2 as filed with the
             Commission on February 16, 1995 to the Company's Registration
             Statement on Form S-1 as filed with the Commission on January 6,
             1996, Registration No. 33-88314).
  
  4.1        Specimen Common Stock Certificate (incorporated herein by reference
             to Exhibit 4.1 to the Form 8-K Filing).
  
  4.2        Rights Agreement dated as of February 6, 1997, between the Registrant
             and American Stock Transfer & Trust Company, as Rights Agent
             (incorporated herein by reference to Exhibit 4.1 to the Registration
             Statement on Form 8-A of the Registrant, Registration No. 000-22123,
             as filed with the Commission on February 7, 1997).
  
  4.3        Horizon Health Corporation Employee Stock Purchase Plan (filed
             herewith).
  
  5.1        Opinion of Strasburger & Price, LLP regarding legality of shares
             being registered (filed herewith).
  
  23.1       Consent of PricewaterhouseCoopers LLP (filed herewith).
  
  23.2       Consent of Strasburger & Price, LLP (contained in opinion filed as
             Exhibit 5.1).
  
  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 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
  
  
  
                                         3
  <PAGE>   4
  
                        (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 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 the
                        Registration Statement or any material change to such
                        information in the Registration Statement;
  
                        Provided, however, that paragraphs (a)(1)(I) and
                  (a)(1)(ii) 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 the Registration Statement.
  
             (2)  That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such securities
                  at that time shall be deemed to be the initial bona fide
                  offering thereof.
  
             (3)  To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.
  
        (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 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 the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
        (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 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 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.
  
  
  
                                         4
  <PAGE>   5
                                     SIGNATURES
  
        THE REGISTRANT. 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 Lewisville, State of Texas, on November 30,
  1999.
  
                                          HORIZON HEALTH CORPORATION
  
  
  
                                          By: /s/ James W. McAtee
                                             -------------------------------------
                                              James W. McAtee
                                              Principal Executive Officer
  
  
                                  POWER OF ATTORNEY
  
        Each individual whose signature appears below constitutes and appoints
  James W. McAtee and Ronald C. Drabik, and each of them, such person's true and
  lawful attorneys-in-fact and agents 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 attorneys-in-fact and agents, and
  each of them, 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 attorneys-in-fact and agents, or any of
  them, or their 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/ James W. McAtee                      President and Principal Executive Officer;      November 30, 1999
  ---------------------------                 Director
      James W. McAtee
                                              Senior Vice President, Principal Financial
     /s/ Ronald C. Drabik                     and Accounting Officer and Treasurer            November 30, 1999
  ---------------------------
     Ronald C. Drabik
  
     /s/ Jack R. Anderson                     Director                                        November 30, 1999
  ---------------------------
        Jack R. Anderson
  
     /s/ George E. Bello                      Director                                        November 30, 1999
  ---------------------------
         George E. Bello
  
     /s/ James E. Buncher                     Director                                        November 30, 1999
  ---------------------------
      James E. Buncher
  
  /s/ William H. Longfield                    Director                                        November 30, 1999
  ---------------------------
     William H. Longfield
  
     /s/ James Ken Newman                     Director                                        November 30, 1999
  ---------------------------
      James Ken Newman
  
     /s/ Donald E. Steen                      Director                                        November 30, 1999
  ---------------------------
        Donald E. Steen
  </TABLE>
  
  
  
                                         5
  <PAGE>   6
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  
  EXHIBIT
    NO.                               DESCRIPTION
  -------                             -----------
  <S>        <C>
  3.1        Amended and Restated Certificate of Incorporation of the Registrant,
             as amended (incorporated herein by reference to Exhibit 3.1 to the
             Current Report on Form 8-K of the Registrant filed with the
             Commission and dated August 11, 1997 (the "Form 8-K Filing").
  
  3.2        Bylaws of the Registrant, as amended (incorporated herein by
             reference to Exhibit 3.2 to Amendment No. 2 as filed with the
             Commission on February 16, 1995 to the Company's Registration
             Statement on Form S-1 as filed with the Commission on January 6,
             1996, Registration No. 33-88314).
  
  4.1        Specimen Common Stock Certificate (incorporated herein by reference
             to Exhibit 4.1 to the Form 8-K Filing).
  
  4.2        Rights Agreement dated as of February 6, 1997, between the Registrant
             and American Stock Transfer & Trust Company, as Rights Agent
             (incorporated herein by reference to Exhibit 4.1 to the Registration
             Statement on Form 8-A of the Registrant, Registration No. 000-22123,
             as filed with the Commission on February 7, 1997).
  
  4.3        Horizon Health Corporation Employee Stock Purchase Plan (filed
             herewith).
  
  5.1        Opinion of Strasburger & Price, LLP regarding legality of shares
             being registered (filed herewith).
  
  23.1       Consent of PricewaterhouseCoopers LLP (filed herewith).
  
  23.2       Consent of Strasburger & Price, LLP (contained in opinion filed as
             Exhibit 5.1).
  
  24.1       Power of Attorney (contained on signature page of this Registration
             Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21211}]
metadata_filer: {"company-data": {"conformed-name": "HORIZON HEALTH CORP /DE/", "cik": "0000935007", "assigned-sic": "8090", "irs-number": "752293354", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91761", "film-number": "99766361"}, "business-address": {"street1": "1500 WATERS RIDGE DR", "street2": "STE 320", "city": "LEWISVILLE", "state": "TX", "zip": "75057", "phone": "9724208200"}, "mail-address": {"street1": "1500 WATERS RIDGE DR", "city": "LEWISVILLE", "state": "TX", "zip": "75057"}, "former-company": {"former-conformed-name": "HORIZON MENTAL HEALTH MANAGEMENT INC", "date-changed": "19950106"}}
text: 1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 1999
                                                           REGISTRATION NO._______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                     -----------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                     -----------
                             HORIZON HEALTH CORPORATION
               (Exact name of registrant as specified in its charter)
  
          DELAWARE                                               75-2293354
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                             Identification No.)
  
                               1500 WATERS RIDGE DRIVE
                            LEWISVILLE, TEXAS 75057-6011
                      (Address of principal executive offices)
  
                             HORIZON HEALTH CORPORATION
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                   JAMES W. MCATEE
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             HORIZON HEALTH CORPORATION
                               1500 WATERS RIDGE DRIVE
                            LEWISVILLE, TEXAS 75057-6011
                                   (972) 420-8200
              (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 MAXIMUM     PROPOSED MAXIMUM
                                            AMOUNT TO BE      OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED     REGISTERED (1)(2)       SHARE (3)            PRICE (3)         REGISTRATION FEE
  -------------------------------------  ------------------- -------------------- --------------------  -------------------
  COMMON STOCK, $.01 PAR VALUE           700,000 SHARES            $7.70             $5,390,000            $1,422.96
  =========================================================================================================================
  (1)   Represents the maximum aggregate number of shares of Common Stock that can
        be purchased by employees under the employee stock purchase plan described
        herein.
  (2)   Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
        Registration Statement also includes an indeterminate amount of interests
        to be offered or sold pursuant to the employee stock purchase plan
        described herein.
  (3)   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, based on the average of the high and low prices for the Common
        Stock on the Nasdaq Stock Market on November 24, 1999.
  2
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The following documents are incorporated by reference in this
  Registration Statement by Horizon Health Corporation, a Delaware corporation
  (the "Registrant" or the "Company"):
  
        (a)  the Annual Report on Form 10-K of the Registrant for the fiscal year
             ended August 31, 1999, filed with the Securities and Exchange
             Commission (the "Commission") on November 5, 1999;
  
        (b)  the description of the Common Stock, $.01 par value per share (the
             "Common Stock"), of the Registrant contained in Item 1 of the
             Registration Statement on Form 8-A filed pursuant to Section 12 of
             the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
             relating to the Common Stock, as declared effective on March 13, 1995
             (File No. 1-13626), including all amendments or reports filed for
             purposes of updating such description; and
  
        (c)  the description of the Rights to Purchase Common Stock of the
             Registrant contained in Item 1 of the Registration Statement on Form
             8-A/12G filed pursuant to Section 12 of the Exchange Act, relating to
             the Rights to Purchase Common Stock, as declared effective on
             February 18, 1997 (File No. 000-22123), including all amendments or
             reports filed for purposes 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 the 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 in the 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 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 statement so modified shall not be deemed in its unmodified form
  to constitute a part of this Registration Statement. Any 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.
  
        Not applicable.
  
  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 (the "Securities Act").
  The Registrant's Certificate of Incorporation provides that the Registrant shall
  indemnify its directors and officers to the fullest extent permitted by law, and
  requires the Registrant to advance litigation expenses in the case of
  stockholder derivative actions or other actions, against an undertaking by the
  director or officer to repay such advances if it is ultimately determined that
  the director or officer is not entitled to indemnification. The Certificate of
  Incorporation also provides that rights conferred under such Certificate of
  Incorporation shall not be deemed to be exclusive of any other right such
  persons may have or acquire under any statute, the Bylaws, agreement, resolution
  of stockholders or directors, or otherwise.
  
                                         2
  3
        The Certificate of Incorporation further 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 or omissions not in good faith or involving intentional
  misconduct, for knowing violations of law, for actions leading to improper
  personal benefit to the director, 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.
  
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not applicable.
  
  ITEM 8.    EXHIBITS.
  
  EXHIBIT
    NO.      DESCRIPTION
  
  3.1        Amended and Restated Certificate of Incorporation of the Registrant,
             as amended (incorporated herein by reference to Exhibit 3.1 to the
             Current Report on Form 8-K of the Registrant filed with the
             Commission and dated August 11, 1997 (the "Form 8-K Filing").
  
  3.2        Bylaws of the Registrant, as amended (incorporated herein by
             reference to Exhibit 3.2 to Amendment No. 2 as filed with the
             Commission on February 16, 1995 to the Company's Registration
             Statement on Form S-1 as filed with the Commission on January 6,
             1996, Registration No. 33-88314).
  
  4.1        Specimen Common Stock Certificate (incorporated herein by reference
             to Exhibit 4.1 to the Form 8-K Filing).
  
  4.2        Rights Agreement dated as of February 6, 1997, between the Registrant
             and American Stock Transfer & Trust Company, as Rights Agent
             (incorporated herein by reference to Exhibit 4.1 to the Registration
             Statement on Form 8-A of the Registrant, Registration No. 000-22123,
             as filed with the Commission on February 7, 1997).
  
  4.3        Horizon Health Corporation Employee Stock Purchase Plan (filed
             herewith).
  
  5.1        Opinion of Strasburger & Price, LLP regarding legality of shares
             being registered (filed herewith).
  
  23.1       Consent of PricewaterhouseCoopers LLP (filed herewith).
  
  23.2       Consent of Strasburger & Price, LLP (contained in opinion filed as
             Exhibit 5.1).
  
  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 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
  
                                         3
  4
  
                        (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 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 the
                        Registration Statement or any material change to such
                        information in the Registration Statement;
  
                        Provided, however, that paragraphs (a)(1)(I) and
                  (a)(1)(ii) 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 the Registration Statement.
  
             (2)  That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such securities
                  at that time shall be deemed to be the initial bona fide
                  offering thereof.
  
             (3)  To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.
  
        (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 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 the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
        (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 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 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.
  
                                         4
  5
                                     SIGNATURES
  
        THE REGISTRANT. 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 Lewisville, State of Texas, on November 30,
  1999.
  
                                          HORIZON HEALTH CORPORATION
  
                                          By: /s/ James W. McAtee
                                             -------------------------------------
                                              James W. McAtee
                                              Principal Executive Officer
  
                                  POWER OF ATTORNEY
  
        Each individual whose signature appears below constitutes and appoints
  James W. McAtee and Ronald C. Drabik, and each of them, such person's true and
  lawful attorneys-in-fact and agents 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 attorneys-in-fact and agents, and
  each of them, 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 attorneys-in-fact and agents, or any of
  them, or their 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/ James W. McAtee                      President and Principal Executive Officer;      November 30, 1999
  ---------------------------                 Director
      James W. McAtee
                                              Senior Vice President, Principal Financial
     /s/ Ronald C. Drabik                     and Accounting Officer and Treasurer            November 30, 1999
  ---------------------------
     Ronald C. Drabik
  
     /s/ Jack R. Anderson                     Director                                        November 30, 1999
  ---------------------------
        Jack R. Anderson
  
     /s/ George E. Bello                      Director                                        November 30, 1999
  ---------------------------
         George E. Bello
  
     /s/ James E. Buncher                     Director                                        November 30, 1999
  ---------------------------
      James E. Buncher
  
  /s/ William H. Longfield                    Director                                        November 30, 1999
  ---------------------------
     William H. Longfield
  
     /s/ James Ken Newman                     Director                                        November 30, 1999
  ---------------------------
      James Ken Newman
  
     /s/ Donald E. Steen                      Director                                        November 30, 1999
  ---------------------------
        Donald E. Steen
  5
  6
  
                                  INDEX TO EXHIBITS
  EXHIBIT
    NO.                               DESCRIPTION
  -------                             -----------
  3.1        Amended and Restated Certificate of Incorporation of the Registrant,
             as amended (incorporated herein by reference to Exhibit 3.1 to the
             Current Report on Form 8-K of the Registrant filed with the
             Commission and dated August 11, 1997 (the "Form 8-K Filing").
  
  3.2        Bylaws of the Registrant, as amended (incorporated herein by
             reference to Exhibit 3.2 to Amendment No. 2 as filed with the
             Commission on February 16, 1995 to the Company's Registration
             Statement on Form S-1 as filed with the Commission on January 6,
             1996, Registration No. 33-88314).
  
  4.1        Specimen Common Stock Certificate (incorporated herein by reference
             to Exhibit 4.1 to the Form 8-K Filing).
  
  4.2        Rights Agreement dated as of February 6, 1997, between the Registrant
             and American Stock Transfer & Trust Company, as Rights Agent
             (incorporated herein by reference to Exhibit 4.1 to the Registration
             Statement on Form 8-A of the Registrant, Registration No. 000-22123,
             as filed with the Commission on February 7, 1997).
  
  4.3        Horizon Health Corporation Employee Stock Purchase Plan (filed
             herewith).
  
  5.1        Opinion of Strasburger & Price, LLP regarding legality of shares
             being registered (filed herewith).
  
  23.1       Consent of PricewaterhouseCoopers LLP (filed herewith).
  
  23.2       Consent of Strasburger & Price, LLP (contained in opinion filed as
             Exhibit 5.1).
  
  24.1       Power of Attorney (contained on signature page of this Registration
             Statement).