content: <PAGE>   1
     As filed with the Securities and Exchange Commission on September 11, 1997
  
                                                   REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              ------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                              ------------------------
  
                             MONARCH DENTAL CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
               DELAWARE                                    51-0363560
       (STATE OF INCORPORATION)                         (I.R.S. EMPLOYER
                                                       IDENTIFICATION NO.)
  
                         4201 SPRING VALLEY ROAD, SUITE 320
                                DALLAS, TEXAS 75244
                                   (972) 702-7446
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
          MONARCH DENTAL CORPORATION 1996 STOCK OPTION AND INCENTIVE PLAN
            MONARCH DENTAL CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN
                             (FULL TITLE OF THE PLANS)
                              ------------------------
  
                                    GARY W. CAGE
                              CHIEF EXECUTIVE OFFICER
                             MONARCH DENTAL CORPORATION
                         4201 SPRING VALLEY ROAD, SUITE 320
                                DALLAS, TEXAS 75244
                                   (972) 702-7446
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                               OF AGENT FOR SERVICE)
  
                              ------------------------
  
  
                                   With copy to:
                               JOHN R. LECLAIRE, P.C.
                            GOODWIN, PROCTER & HOAR  LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                              ------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
    Title of Securities Being        Amounts to be          Proposed Maximum           Proposed Maximum            Amount of
           Registered               Registered (1)     Offering Price Per Share     Aggregate Offering Price    Registration Fee
  ------------------------------------------------------------------------------------------------------------------------------------
     <S>                         <C>                       <C>                       <C>                           <C> 
     Common Stock, par value     1,281,042 shares (2)      $ 20.9375 (3)             $ 26,821,817                  $ 8,128
         $.01 per share
  ====================================================================================================================================
  </TABLE>
  
  (1)  This Registration Statement also relates to such indeterminate number of
       additional shares of Monarch Dental Corporation Common Stock as may be
       required pursuant to the Monarch Dental Corporation 1996 Stock Option and
       Incentive Plan, as amended (the "1996 Plan") and Monarch Dental Corporation
       1997 Employee Stock Purchase Plan (the "Purchase Plan") in the event of a
       stock dividend, reverse stock split, split-up, recapitalization, forfeiture
       of stock under these plans or other similar event.
  
  (2)  Includes 1,031,042 shares and 250,000 shares to be offered pursuant to the
       1996 Plan and the Purchase Plan, respectively.
  
  (3)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
       Act of 1933 solely for the purposes of determining the amount of the
       registration fee. The registration fee is based upon the average of the
       high and low prices for the Registrant's Common Stock, par value $.01 per
       share, as reported on the Nasdaq National Market on September 4, 1997.
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  Item 1.       Plan Information.*
  
  
  Item 2.       Registrant Information and Employee Plan Annual Information.*
  
  
         * Information required by Part I to be contained in the Section 10(a)
  Prospectuses is omitted from this Registration Statement in accordance with
  Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
  Introductory Note to Part I of Form S-8.
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.       Incorporation of Certain Documents by Reference.
  
         Monarch Dental Corporation (the "Registrant") hereby incorporates by
  reference the following documents which have previously been filed with the
  Securities and Exchange Commission:
  
         (a)    the Registrant's Prospectus dated July 17, 1997 as filed with the
                Securities and Exchange Commission on July 18, 1997 pursuant to
                Rule 424(b) under the Securities Act (the "Prospectus");
  
         (b)    all other reports filed with the Securities and Exchange
                Commission by the Registrant pursuant to Section 13(a) or 15(d)
                of the Securities Exchange Act of 1934, as amended (the "Exchange
                Act") since July 17, 1997; and
  
         (c)    the description of the Registrant's Common Stock contained in the
                Registration Statement on Form 8-A, dated July 14, 1997, as filed
                with the Securities and Exchange Commission on July 14, 1997
                pursuant to Section 12(g) of the Exchange Act.
  
         In addition, all documents subsequently filed with the Securities and
  Exchange Commission 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
  hereto that indicates that all securities offered hereunder 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 by reference herein shall be deemed to be modified or
  superseded for purposes hereof to the extent that a statement contained herein
  or in any subsequently filed document which also is incorporated by reference
  herein modifies or supersedes such statement.  Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  
  Item 4.       Description of Securities.
  
         Not Applicable.
  
  
                                        2
  <PAGE>   3
  Item 5.       Interests of Named Experts and Counsel.
  
         Not Applicable.
  
  
  Item 6.       Indemnification of Directors and Officers.
  
         In accordance with Section 145 of the General Corporation Law of the
  State of Delaware, Article VII of the Registrant's Restated Certificate of
  Incorporation (the "Certificate") provides that no director of the Registrant
  shall be personally liable to the Registrant or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except for liability (i)
  for any breach of the director's duty of loyalty to the Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii)  in respect of
  certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
  for any transaction from which the director derived an improper personal
  benefit.  In addition, the Certificate provides that if the Delaware General
  Corporation Law is amended to authorize the further elimination or limitation
  of the personal liability of directors, then the liability of a director of the
  Registrant shall be eliminated or limited to the fullest extent permitted by
  the Delaware General Corporation Law, as so amended.
  
         Article V of the Registrant's Amended and Restated By-laws (the
  "By-laws") provides for indemnification by the Registrant of its directors,
  officers and certain non-officer employees (including officers and certain
  non-officer employees of subsidiaries) under certain circumstances against
  expenses (including attorneys fees, judgments, fines and amounts paid in
  settlement) reasonably incurred in connection with the defense or settlement of
  any threatened, pending or completed legal proceeding in which any such person
  is involved by reason of the fact that such person is or was a director, an
  officer or an employee of the Registrant if such person acted in good faith and
  in a manner he or she reasonably believed to be in, or not opposed to, the best
  interests of the Registrant, and with respect to criminal actions or
  proceedings, that such person had no reasonable cause to believe his or her
  conduct was unlawful.
  
         The Registrant has entered into indemnification agreements with each of
  its directors reflecting the foregoing provisions of its By-laws and requiring
  the advancement of expenses in proceedings, if such person had no reasonable
  cause to believe his or her conduct was unlawful.
  
         Under Section 7 of the Underwriting Agreement filed as Exhibit 1.1 to
  the Prospectus, the Underwriters have agreed to indemnify, under certain
  conditions, the Registrant, its directors, certain officers and persons who
  control the Registrant within the meaning of the Securities Act against certain
  liabilities.
  
  
  Item 7.       Exemption from Registration Claimed.
  
         Not Applicable.
  
  
  Item 8.       Exhibits.
  
         The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
  
  Exhibits
  
          5.1    Opinion of Goodwin, Procter & Hoar  LLP as to the legality of
                 the securities being registered
         23.1    Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1)
         23.2    Consent of Arthur Andersen LLP
         24.1    Powers of Attorney (included on signature pages to this 
                 Registration Statement)
  
  
  
  
  
                                        3
  <PAGE>   4
         99.1    Monarch Dental Corporation 1996 Stock Option and Incentive
                 Plan, as amended (incorporated herein by reference to Exhibit
                 10.1 to Amendment No. 2 to the Registrant's Registration
                 Statement on Form S-1 (File No. 333-24409), as filed with the
                 Commission on June 23, 1997)
         99.2    Monarch Dental Corporation 1997 Employee Stock Purchase Plan
                 (incorporated herein by reference to Exhibit 10.2 to Amendment
                 No. 1 to the Registrant's Registration Statement on Form S-1
                 (File No. 333- 24409), as filed with the Commission on May 20,
                 1997)
  
  
  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
                            acts 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 end of the estimated
                            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 percent 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)
                   herein do not apply if the information required to be included
                   in a post-effective amendment by those paragraphs is contained
                   in periodic reports filed by the undersigned registrant
                   pursuant to Section 13 or Section 15(d) of the Exchange Act
                   that are incorporated by reference in the Registration
                   Statement;
  
                            (2)     That, for the purpose of determining any
                   liability under the Securities Act, each such post-effective
                   amendment shall be deemed to be a new registration statement
                   relating to the securities offered therein, and the offering
                   of such securities at that time shall be deemed to be the
                   initial bona fide offering thereof; and
  
                            (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 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.
  
  
  
  
  
                                        4
  <PAGE>   5
           (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 Securities and
                   Exchange Commission such indemnification is against public
                   policy as expressed in the Securities Act, and is, therefore,
                   unenforceable.  In the event that a claim for indemnification
                   against such liabilities (other than the payment by the
                   registrant of expenses incurred or paid by a director, officer
                   or controlling person of the registrant in the successful
                   defense of any action, suit or proceeding) is asserted by such
                   director, officer or controlling person in connection with the
                   securities being registered, 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.
  
  
  
  
  
                                         5
  <PAGE>   6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, Monarch Dental
  Corporation 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 Dallas, Texas on this 11th day of September, 1997.
  
                                          MONARCH DENTAL CORPORATION
  
  
                                          By:         /S/ GARY W. CAGE     
                                             ------------------------------------
                                                         Gary W. Cage
                                                   Chief Executive Officer
  
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints each of Dr. Warren F. Melamed and Gary
  W. Cage 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 each said 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 any said
  attorney-in-fact and agent, or any substitute or substitutes of any of them,
  may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
               SIGNATURE                                  TITLE                                       DATE
               ---------                                  -----                                       ----
   <S>                                       <C>                                               <C>
      /S/ WARREN F. MELAMED, D.D.S.          Chairman of the Board, President, Chief           September 11, 1997
  -----------------------------------        Dental Officer and Director                                         
       Warren F. Melamed, D.D.S.                                        
  
  
           /S/ GARY W. CAGE                  Chief Executive Officer and Director              September 11, 1997
  -----------------------------------                                                                            
             Gary W. Cage
  
  
        /S/ STEVEN G. PETERSON               Chief Financial Officer (Principal Financial      September 11, 1997
  -----------------------------------        Officer and Principal Accounting Officer)                           
          Steven G. Peterson                                                          
  
  
    /S/ CHARLES G. SHEARS, D.D.S.            Executive Vice President and Director             September 11, 1997
  -----------------------------------                                                                            
       Charles G. Shears, D.D.S.
  
  
         /S/ GLENN E. HEMMERLE               Director                                          September 11, 1997
  -----------------------------------                                                                            
           Glenn E. Hemmerle
  
  
          /S/ ROGER B. KAFKER                Director                                          September 11, 1997
  -----------------------------------                                                                            
            Roger B. Kafker
  </TABLE>
  
  
  
  
  
                                        S-1
  <PAGE>   7
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
        Exhibit No.     Description
        ----------      -----------
           <S>          <C>
           5.1          Opinion of Goodwin, Procter & Hoar  LLP as to the legality of the
                        securities being registered
                        
           23.1         Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1)
                        
           23.2         Consent of Arthur Andersen LLP
                        
           24.1         Powers of Attorney (included on signature pages to this
                        Registration Statement)
                        
           99.1         Monarch Dental Corporation 1996 Stock Option and Incentive Plan, as
                        amended (incorporated herein by reference to Exhibit 10.1 to
                        Amendment No. 2 to the Registrant's Registration Statement on Form
                        S-1 (File No. 333-24409), as filed with the Commission on June 23,
                        1997)
                        
           99.2         Monarch Dental Corporation 1997 Employee Stock Purchase Plan
                        (incorporated herein by reference to Exhibit 10.2 to Amendment No.
                        1 to the Registrant's Registration Statement on Form S-1 (File No.
                        333-24409), as filed with the Commission on May 20, 1997)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22663}]
metadata_filer: {"company-data": {"conformed-name": "MONARCH DENTAL CORP", "cik": "0001009900", "assigned-sic": "8093", "irs-number": "510363560", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35383", "film-number": "97678937"}, "business-address": {"street1": "4201 SPRING VALLEY RD", "street2": "STE 320", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9727027446"}, "mail-address": {"street1": "4201 SPRING VALLEY RD", "street2": "SUITE 320", "city": "DALLAS", "state": "TX", "zip": "75244"}}
text: 1
     As filed with the Securities and Exchange Commission on September 11, 1997
  
                                                   REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              ------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                              ------------------------
  
                             MONARCH DENTAL CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
               DELAWARE                                    51-0363560
       (STATE OF INCORPORATION)                         (I.R.S. EMPLOYER
                                                       IDENTIFICATION NO.)
  
                         4201 SPRING VALLEY ROAD, SUITE 320
                                DALLAS, TEXAS 75244
                                   (972) 702-7446
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
          MONARCH DENTAL CORPORATION 1996 STOCK OPTION AND INCENTIVE PLAN
            MONARCH DENTAL CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN
                             (FULL TITLE OF THE PLANS)
                              ------------------------
  
                                    GARY W. CAGE
                              CHIEF EXECUTIVE OFFICER
                             MONARCH DENTAL CORPORATION
                         4201 SPRING VALLEY ROAD, SUITE 320
                                DALLAS, TEXAS 75244
                                   (972) 702-7446
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                               OF AGENT FOR SERVICE)
  
                              ------------------------
  
                                   With copy to:
                               JOHN R. LECLAIRE, P.C.
                            GOODWIN, PROCTER & HOAR  LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                              ------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
    Title of Securities Being        Amounts to be          Proposed Maximum           Proposed Maximum            Amount of
           Registered               Registered (1)     Offering Price Per Share     Aggregate Offering Price    Registration Fee
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value     1,281,042 shares (2)      $ 20.9375 (3)             $ 26,821,817                  $ 8,128
         $.01 per share
  ====================================================================================================================================
  (1)  This Registration Statement also relates to such indeterminate number of
       additional shares of Monarch Dental Corporation Common Stock as may be
       required pursuant to the Monarch Dental Corporation 1996 Stock Option and
       Incentive Plan, as amended (the "1996 Plan") and Monarch Dental Corporation
       1997 Employee Stock Purchase Plan (the "Purchase Plan") in the event of a
       stock dividend, reverse stock split, split-up, recapitalization, forfeiture
       of stock under these plans or other similar event.
  
  (2)  Includes 1,031,042 shares and 250,000 shares to be offered pursuant to the
       1996 Plan and the Purchase Plan, respectively.
  
  (3)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
       Act of 1933 solely for the purposes of determining the amount of the
       registration fee. The registration fee is based upon the average of the
       high and low prices for the Registrant's Common Stock, par value $.01 per
       share, as reported on the Nasdaq National Market on September 4, 1997.
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.       Plan Information.*
  
  Item 2.       Registrant Information and Employee Plan Annual Information.*
  
         * Information required by Part I to be contained in the Section 10(a)
  Prospectuses is omitted from this Registration Statement in accordance with
  Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
  Introductory Note to Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.       Incorporation of Certain Documents by Reference.
  
         Monarch Dental Corporation (the "Registrant") hereby incorporates by
  reference the following documents which have previously been filed with the
  Securities and Exchange Commission:
  
         (a)    the Registrant's Prospectus dated July 17, 1997 as filed with the
                Securities and Exchange Commission on July 18, 1997 pursuant to
                Rule 424(b) under the Securities Act (the "Prospectus");
  
         (b)    all other reports filed with the Securities and Exchange
                Commission by the Registrant pursuant to Section 13(a) or 15(d)
                of the Securities Exchange Act of 1934, as amended (the "Exchange
                Act") since July 17, 1997; and
  
         (c)    the description of the Registrant's Common Stock contained in the
                Registration Statement on Form 8-A, dated July 14, 1997, as filed
                with the Securities and Exchange Commission on July 14, 1997
                pursuant to Section 12(g) of the Exchange Act.
  
         In addition, all documents subsequently filed with the Securities and
  Exchange Commission 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
  hereto that indicates that all securities offered hereunder 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 by reference herein shall be deemed to be modified or
  superseded for purposes hereof to the extent that a statement contained herein
  or in any subsequently filed document which also is incorporated by reference
  herein modifies or supersedes such statement.  Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  Item 4.       Description of Securities.
  
         Not Applicable.
  
                                        2
  3
  Item 5.       Interests of Named Experts and Counsel.
  
         Not Applicable.
  
  Item 6.       Indemnification of Directors and Officers.
  
         In accordance with Section 145 of the General Corporation Law of the
  State of Delaware, Article VII of the Registrant's Restated Certificate of
  Incorporation (the "Certificate") provides that no director of the Registrant
  shall be personally liable to the Registrant or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except for liability (i)
  for any breach of the director's duty of loyalty to the Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii)  in respect of
  certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
  for any transaction from which the director derived an improper personal
  benefit.  In addition, the Certificate provides that if the Delaware General
  Corporation Law is amended to authorize the further elimination or limitation
  of the personal liability of directors, then the liability of a director of the
  Registrant shall be eliminated or limited to the fullest extent permitted by
  the Delaware General Corporation Law, as so amended.
  
         Article V of the Registrant's Amended and Restated By-laws (the
  "By-laws") provides for indemnification by the Registrant of its directors,
  officers and certain non-officer employees (including officers and certain
  non-officer employees of subsidiaries) under certain circumstances against
  expenses (including attorneys fees, judgments, fines and amounts paid in
  settlement) reasonably incurred in connection with the defense or settlement of
  any threatened, pending or completed legal proceeding in which any such person
  is involved by reason of the fact that such person is or was a director, an
  officer or an employee of the Registrant if such person acted in good faith and
  in a manner he or she reasonably believed to be in, or not opposed to, the best
  interests of the Registrant, and with respect to criminal actions or
  proceedings, that such person had no reasonable cause to believe his or her
  conduct was unlawful.
  
         The Registrant has entered into indemnification agreements with each of
  its directors reflecting the foregoing provisions of its By-laws and requiring
  the advancement of expenses in proceedings, if such person had no reasonable
  cause to believe his or her conduct was unlawful.
  
         Under Section 7 of the Underwriting Agreement filed as Exhibit 1.1 to
  the Prospectus, the Underwriters have agreed to indemnify, under certain
  conditions, the Registrant, its directors, certain officers and persons who
  control the Registrant within the meaning of the Securities Act against certain
  liabilities.
  
  Item 7.       Exemption from Registration Claimed.
  
         Not Applicable.
  
  Item 8.       Exhibits.
  
         The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
  Exhibits
  
          5.1    Opinion of Goodwin, Procter & Hoar  LLP as to the legality of
                 the securities being registered
         23.1    Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1)
         23.2    Consent of Arthur Andersen LLP
         24.1    Powers of Attorney (included on signature pages to this 
                 Registration Statement)
  
                                        3
  4
         99.1    Monarch Dental Corporation 1996 Stock Option and Incentive
                 Plan, as amended (incorporated herein by reference to Exhibit
                 10.1 to Amendment No. 2 to the Registrant's Registration
                 Statement on Form S-1 (File No. 333-24409), as filed with the
                 Commission on June 23, 1997)
         99.2    Monarch Dental Corporation 1997 Employee Stock Purchase Plan
                 (incorporated herein by reference to Exhibit 10.2 to Amendment
                 No. 1 to the Registrant's Registration Statement on Form S-1
                 (File No. 333- 24409), as filed with the Commission on May 20,
                 1997)
  
  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
                            acts 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 end of the estimated
                            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 percent 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)
                   herein do not apply if the information required to be included
                   in a post-effective amendment by those paragraphs is contained
                   in periodic reports filed by the undersigned registrant
                   pursuant to Section 13 or Section 15(d) of the Exchange Act
                   that are incorporated by reference in the Registration
                   Statement;
  
                            (2)     That, for the purpose of determining any
                   liability under the Securities Act, each such post-effective
                   amendment shall be deemed to be a new registration statement
                   relating to the securities offered therein, and the offering
                   of such securities at that time shall be deemed to be the
                   initial bona fide offering thereof; and
  
                            (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 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.
  
                                        4
  5
           (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 Securities and
                   Exchange Commission such indemnification is against public
                   policy as expressed in the Securities Act, and is, therefore,
                   unenforceable.  In the event that a claim for indemnification
                   against such liabilities (other than the payment by the
                   registrant of expenses incurred or paid by a director, officer
                   or controlling person of the registrant in the successful
                   defense of any action, suit or proceeding) is asserted by such
                   director, officer or controlling person in connection with the
                   securities being registered, 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.
  
                                         5
  6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, Monarch Dental
  Corporation 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 Dallas, Texas on this 11th day of September, 1997.
  
                                          MONARCH DENTAL CORPORATION
  
                                          By:         /S/ GARY W. CAGE     
                                             ------------------------------------
                                                         Gary W. Cage
                                                   Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints each of Dr. Warren F. Melamed and Gary
  W. Cage 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 each said 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 any said
  attorney-in-fact and agent, or any substitute or substitutes of any of them,
  may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                  TITLE                                       DATE
               ---------                                  -----                                       ----
  /S/ WARREN F. MELAMED, D.D.S.          Chairman of the Board, President, Chief           September 11, 1997
  -----------------------------------        Dental Officer and Director                                         
       Warren F. Melamed, D.D.S.                                        
  
           /S/ GARY W. CAGE                  Chief Executive Officer and Director              September 11, 1997
  -----------------------------------                                                                            
             Gary W. Cage
  
        /S/ STEVEN G. PETERSON               Chief Financial Officer (Principal Financial      September 11, 1997
  -----------------------------------        Officer and Principal Accounting Officer)                           
          Steven G. Peterson                                                          
  
    /S/ CHARLES G. SHEARS, D.D.S.            Executive Vice President and Director             September 11, 1997
  -----------------------------------                                                                            
       Charles G. Shears, D.D.S.
  
         /S/ GLENN E. HEMMERLE               Director                                          September 11, 1997
  -----------------------------------                                                                            
           Glenn E. Hemmerle
  
          /S/ ROGER B. KAFKER                Director                                          September 11, 1997
  -----------------------------------                                                                            
            Roger B. Kafker
  S-1
  7
                                   EXHIBIT INDEX
  Exhibit No.     Description
        ----------      -----------
  5.1          Opinion of Goodwin, Procter & Hoar  LLP as to the legality of the
                        securities being registered
                        
           23.1         Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1)
                        
           23.2         Consent of Arthur Andersen LLP
                        
           24.1         Powers of Attorney (included on signature pages to this
                        Registration Statement)
                        
           99.1         Monarch Dental Corporation 1996 Stock Option and Incentive Plan, as
                        amended (incorporated herein by reference to Exhibit 10.1 to
                        Amendment No. 2 to the Registrant's Registration Statement on Form
                        S-1 (File No. 333-24409), as filed with the Commission on June 23,
                        1997)
                        
           99.2         Monarch Dental Corporation 1997 Employee Stock Purchase Plan
                        (incorporated herein by reference to Exhibit 10.2 to Amendment No.
                        1 to the Registrant's Registration Statement on Form S-1 (File No.
                        333-24409), as filed with the Commission on May 20, 1997)