content: <PAGE>   1
       As filed with the Securities and Exchange Commission on September 10, 1999
                                                            Registration No. 333-
  -------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                         AMERICAN PHYSICIAN PARTNERS, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                   75-2648089
  (State or other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization)
  
   3600 Chase Tower, 2200 Ross Avenue
             Dallas, Texas                                 75201
  (Address of Principal Executive Offices)               (Zip Code)
  
               -----------------------------------------------------
  
                         AMERICAN PHYSICIAN PARTNERS, INC.
                         1996 STOCK OPTION PLAN, AS AMENDED
  
             THE NOTICE OF GRANT OF STOCK OPTION AND OPTION AGREEMENTS
                   BETWEEN AMERICAN PHYSICIAN PARTNERS, INC. AND
                                 VARIOUS EMPLOYEES
                              (Full title of the Plan)
  
               -----------------------------------------------------
  
                                   MARK L. WAGAR
                              CHIEF EXECUTIVE OFFICER
                          3600 CHASE TOWER, 2200 ROSS AVE.
                                DALLAS, TEXAS 75201
                      (Name and address of agent for service)
  
                                   (214) 303-2776
           (Telephone number, including area code, of agent for service)
  
               -----------------------------------------------------
  
                                  With copies to:
  
           PAUL M. JOLAS                                   TOM D. HARRIS
          GENERAL COUNSEL                              HAYNES AND BOONE, LLP
         3600 CHASE TOWER                                 901 MAIN STREET
         2200 ROSS AVENUE                                   SUITE 3100
        DALLAS, TEXAS 75201                          DALLAS, TEXAS  75202-3789
          (214) 303-2776                                  (214) 651-5000
  
               -----------------------------------------------------
  
  
  <TABLE>
  <CAPTION>
                                            CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
       TITLE OF SECURITIES              AMOUNT           MAXIMUM OFFERING        PROPOSED MAXIMUM           AMOUNT OF
         TO BE REGISTERED         TO BE REGISTERED(1)    PRICE PER SHARE     AGGREGATE OFFERING PRICE    REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
  <S>                             <C>                  <C>                  <C>                         <C>
  Common Stock
     $.0001 par value...........       1,334,576            $7.8750(2)            $10,509,786(2)              $2,922
  
  Common Stock
     $.0001 par value...........       2,402,381(3)         $7.0631(3)            $16,968,257(3)              $4,717
  ------------------------------------------------------------------------------------------------------------------------
         TOTAL:.................       3,736,957                --                $27,478,043                 $7,639
  ------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  The amount to be registered also includes such indeterminate number of
       shares as may be issued to prevent dilution resulting from stock splits,
       stock dividends or similar transactions in accordance with Rule 416
       promulgated under the Securities Act of 1933.
  
  (2)  The offering price per share, the aggregate offering price and the
       registration fee is calculated in accordance with paragraphs (c) and
       (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
       the average of the high and low sale prices for the Company's Common Stock
       reported on the Nasdaq National Market System on September 7, 1999 ($7.8750
       per share).
  
  (3)  Represents shares of American Physician Partners, Inc. issuable upon the
       exercise of outstanding stock options previously granted under the 1996
       Stock Option Plan at the weighted average exercise price for such
       outstanding options pursuant to Rule 457(h)(1).
  
  -------------------------------------------------------------------------------
  
  
  <PAGE>   2
  
                         AMERICAN PHYSICIAN PARTNERS, INC.
  
                          3,736,957 Shares of Common Stock
  
  
                                      PART II
  
                INFORMATION REQUESTED IN THE REGISTRATION STATEMENT
  
  Item 3.    Incorporation of Documents by Reference
  
             American Physician Partners, Inc. (the "Company") hereby incorporates
  by reference the following documents filed with the Securities and Exchange
  Commission (the "Commission"):
  
                      a)       The Company's Annual Report on Form 10-K for the
                               fiscal year ended December 31, 1998 filed pursuant
                               to Section 13(a) or 15(d) of the Securities
                               Exchange Act of 1934, as amended (the "Exchange
                               Act"), which contains audited financial statements
                               for the Company's latest fiscal year;
  
                      b)       The Company's Annual Report on Form 10-K/A for the
                               fiscal year ended December 31, 1998 filed May 12,
                               1999;
  
                      c)       The Company's Quarterly Report on Form 10-Q for
                               the fiscal quarter ended March 31, 1999;
  
                      d)       The Company's Quarterly Report on Form 10-Q/A for
                               the fiscal quarter ended March 31, 1999 filed May
                               28, 1999;
  
                      e)       The description of the Company's Common Stock
                               contained in the Company's Registration Statement
                               on Form 8-A filed with the Commission on November
                               3, 1997, pursuant to Section 12 of the Exchange
                               Act, together with an Amendment filed thereto on
                               November 3, 1997, in which there is described the
                               terms, rights and provisions applicable to the
                               Company's outstanding common stock; and
  
                      f)       All documents subsequently filed by the Company
                               pursuant to Sections 13(a), 13(c), 14, and 15(d)
                               of the Exchange Act, prior to the filing of a
                               post-effective amendment that indicates that all
                               securities offered hereunder have been sold or
                               that deregisters all securities then remaining
                               unsold, shall be deemed to be incorporated by
                               reference herein and to be a part hereof from the
                               date such documents are filed. 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 in this
                               Registration Statement modifies or supersedes such
                               statement.
  
  
  
  <PAGE>   3
  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, the
  Company can indemnify its directors and officers against liabilities they may
  incur in such capacities, including under the Securities Act of 1933. The
  Company's amended and restated bylaws, as amended provide that the Company will
  indemnify its directors and officers to the fullest extent permitted by law and
  require the Company to advance litigation expenses upon receipt by the Company
  of 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 amended and restated bylaws, as amended further provide
  that the rights conferred under such bylaws do not exclude any other right such
  persons may have or acquire under any bylaw, agreement, vote of stockholders or
  disinterested directors or otherwise.
  
             The Company's restated certificate of incorporation, as amended
  provides that, pursuant to Delaware law, its directors shall not be liable for
  monetary damages for breach of the directors' fiduciary duty of care to the
  Company and its stockholders. This provision in the restated certificate of
  incorporation, as amended does not eliminate the duty of care, and in
  appropriate circumstances equitable remedies 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 Company or its stockholders, for acts or
  omissions not in good faith or involving intentional misconduct or 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 or state or federal environmental laws.
  
             The Company has entered into agreements to indemnify its directors
  and certain of its officers in addition to the indemnification provided for in
  the restated certificate of incorporation, as amended and amended and restated
  bylaws, as amended. These agreements, among other things, indemnify the
  Company's directors and certain of its officers for certain expenses (including
  attorneys' fees), judgments, fines and settlement amounts incurred by such
  person in any action or proceeding, including any action by or in the right of
  the Company, on account of services as a director or officer of the Company, or
  as a director or officer of any other company or enterprise to which the person
  provides services at the request of the Company. The Company intends to
  maintain insurance against liabilities incurred by its officers and directors
  in defense of actions to which they are made parties by reason of their
  positions as officers and directors.
  
             Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 is permitted for directors, officers or persons
  controlling the Company pursuant to the foregoing provisions, the Company has
  been informed that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act of 1933 and is
  therefore unenforceable. For this undertaking with respect to indemnification,
  see Item 9 herein.
  
  
  
                                       - 2 -
  <PAGE>   4
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED
  
             Not applicable.
  
  ITEM 8.    EXHIBITS
  
  Exhibit No.         Description of Exhibits
  
        4.1  -        Amendment to Restated Certificate of Incorporation of the
                      Company, filed as Exhibit 3.3 to Form 10-Q and incorporated
                      by reference herein.
  
        4.2  -        Restated By-laws of the Company, as amended, filed as
                      Exhibit 3.2 to Form S-1 (333-30205) and incorporated by
                      reference herein.
  
        4.3           Amendment No. 2 to Restated By-laws of the Company, filed
                      as Exhibit 3.4 to Form 10-Q and incorporated by
                      reference herein.
  
        4.4  -        Specimen Stock Certificate for the Common Stock of the
                      Company filed as Exhibit 4.1 to Form S-1 (333-30205) and
                      incorporated by reference herein.
  
        4.5  -        American Physician Partners, Inc. 1996 Stock Option Plan,
                      filed as Exhibit 4.4 to Form S-4 (333-31611) and
                      incorporated by reference herein.
  
        4.6  -        Amendment No. 1 to American Physician Partners, Inc. 1996
                      Stock Option Plan, filed as Exhibit 10.48 to Form 10-Q and
                      incorporated by reference herein.
  
        4.7* -        Form of Notice of Grant and Option Agreement.
  
        5.1* -        Opinion of Haynes and Boone, LLP with respect to validity
                      of the issuance of the securities.
  
       23.1* -        Consent of Arthur Andersen, LLP, independent auditors.
  
       23.2* -        Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  
       24.1* -        Power of attorney of the directors of the Company (included
                      on the signature page of the Registration Statement).
  
  -----------
  
  *    Filed herewith
  
  
  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
  
  
  
                                       - 3 -
  <PAGE>   5
  
                                      aggregate, represent a fundamental change
                                      in the information set forth in the
                                      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) will not
             apply if the information required to be included in a post-effective
             amendment by those paragraphs is contained in periodic reports filed
             by the registrant pursuant to Section 13 or Section 15(d) of the
             Securities Exchange Act of 1934 that are incorporated by reference
             in this Registration Statement.
  
                      (2) That, for the purpose of determining any liability
             under the Securities Act of 1933, each such post-effective amendment
             shall be deemed to be a new registration statement relating to the
             securities offered therein, and the offering of such securities at
             that time shall be deemed to be the initial bona fide offering
             thereof; 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 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 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 of 1933 and will be governed by the final
  adjudication of such issue.
  
  
  
                                       - 4 -
  <PAGE>   6
  
                          SIGNATURES AND POWER OF ATTORNEY
  
  THE COMPANY:
  
  Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on the 10th day of September,
  1999.
  
  
                                           AMERICAN PHYSICIAN PARTNERS, INC.
  
  
                                           By:     /s/ MARK L. WAGAR
                                                   -------------------------------
                                           Name:   Mark L. Wagar
                                           Title:  Chairman, President and Chief
                                                   Executive Officer
  
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints each of Mark L. Wagar and Paul M. Jolas, his true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign, execute and file with the Securities and Exchange
  Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this Registration Statement on Form S-8 under the
  Securities Act of 1933, including any amendment or amendments relating thereto
  (and any additional Registration Statement related hereto permitted by Rule
  462(b) promulgated under the Securities Act of 1933, including any amendment or
  amendments relating thereto), with all exhibits and any and all documents
  required to be filed with respect thereto with any regulatory authority,
  granting unto said 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 in order to effectuate the same
  as fully to all intents and purposes as he might or could do if personally
  present, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or either of them, or their or his substitute or substitutes, may
  lawfully do or cause to be done.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on the 10th day of September, 1999.
  
  <TABLE>
  <CAPTION>
  Signature                          Title
  ---------                          -----
  
  
  <S>                                <C>
  
  /s/ MARK L. WAGAR
  -----------------------------      Chairman, President, Chief Executive Officer
  Mark L. Wagar                      and Director
  
  
  /s/ SAMI S. ABBASI
  -----------------------------      Chief Financial Officer (Principal Financial
  Sami S. Abbasi                     Officer), Senior Vice President
  
  
  /s/ DAVID W. YOUNG
  -----------------------------      Controller (Principal Accounting Officer)
  David W. Young
  </TABLE>
  
  
  
                                       - 5 -
  <PAGE>   7
  
  
  <TABLE>
  <CAPTION>
  Signature                          Title
  ---------                          -----
  
  
  <S>                                <C>
  /s/  JOHN W. COLLOTON
  -----------------------------      Director
  John W. Colloton
  
  
  /s/  JOHN PAPPAJOHN
  -----------------------------      Director
  John Pappajohn
  
  
  /s/  DERACE L. SCHAFFER, M.D.
  -----------------------------      Director
  Derace L. Schaffer, M.D.
  
  
  /s/  LESS T. CHAFEN, M.D.
  -----------------------------      Director
  Less T. Chafen, M.D.
  
  
  /s/  MICHAEL L. SHERMAN, M.D.
  -----------------------------      Director
  Michael L. Sherman, M.D.
  </TABLE>
  
  
  
                                       - 6 -
  <PAGE>   8
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  
  <S>                 <C>
        4.1  -        Amendment to Restated Certificate of Incorporation of the
                      Company, filed as Exhibit 3.3 to Form 10-Q and incorporated
                      by reference herein.
  
        4.2  -        Restated By-laws of the Company, as amended, filed as
                      Exhibit 3.2 to Form S-1 (333-30205) and incorporated by
                      reference herein.
  
        4.3           Amendment No. 2 to Restated By-laws of the Company, filed
                      as Exhibit 3.4 to Form 10-Q and incorporated by
                      reference herein.
  
        4.4  -        Specimen Stock Certificate for the Common Stock of the
                      Company filed as Exhibit 4.1 to Form S-1 (333-30205) and
                      incorporated by reference herein.
  
        4.5  -        American Physician Partners, Inc. 1996 Stock Option Plan,
                      filed as Exhibit 4.4 to Form S-4 (333-31611) and
                      incorporated by reference herein.
  
        4.6  -        Amendment No. 1 to American Physician Partners, Inc. 1996
                      Stock Option Plan, filed as Exhibit 10.48 to Form 10-Q and
                      incorporated by reference herein.
  
        4.7* -        Form of Notice of Grant and Option Agreement.
  
        5.1* -        Opinion of Haynes and Boone, LLP with respect to validity
                      of the issuance of the securities.
  
       23.1* -        Consent of Arthur Anderson, LLP, independent auditors.
  
       23.2* -        Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  
       24.1* -        Power of attorney of the directors of the Company (included
                      on the signature page of the Registration Statement).
  </TABLE>
  
  -----------
  
  *    Filed herewith
  
  
  
                                       - 7 -
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23874}]
metadata_filer: {"company-data": {"conformed-name": "AMERICAN PHYSICIAN PARTNERS INC", "cik": "0001031329", "assigned-sic": "8090", "irs-number": "752648089", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86923", "film-number": "99709759"}, "business-address": {"street1": "3600 CHASE TOWER", "street2": "2200 ROSS AVENUE", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2143032776"}, "mail-address": {"street1": "901 MAIN ST", "street2": "SUITE 2301", "city": "DALLAS", "state": "TX", "zip": "75202"}}
text: 1
       As filed with the Securities and Exchange Commission on September 10, 1999
                                                            Registration No. 333-
  -------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                         AMERICAN PHYSICIAN PARTNERS, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                   75-2648089
  (State or other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization)
  
   3600 Chase Tower, 2200 Ross Avenue
             Dallas, Texas                                 75201
  (Address of Principal Executive Offices)               (Zip Code)
  
               -----------------------------------------------------
  
                         AMERICAN PHYSICIAN PARTNERS, INC.
                         1996 STOCK OPTION PLAN, AS AMENDED
  
             THE NOTICE OF GRANT OF STOCK OPTION AND OPTION AGREEMENTS
                   BETWEEN AMERICAN PHYSICIAN PARTNERS, INC. AND
                                 VARIOUS EMPLOYEES
                              (Full title of the Plan)
  
               -----------------------------------------------------
  
                                   MARK L. WAGAR
                              CHIEF EXECUTIVE OFFICER
                          3600 CHASE TOWER, 2200 ROSS AVE.
                                DALLAS, TEXAS 75201
                      (Name and address of agent for service)
  
                                   (214) 303-2776
           (Telephone number, including area code, of agent for service)
  
               -----------------------------------------------------
  
                                  With copies to:
  
           PAUL M. JOLAS                                   TOM D. HARRIS
          GENERAL COUNSEL                              HAYNES AND BOONE, LLP
         3600 CHASE TOWER                                 901 MAIN STREET
         2200 ROSS AVENUE                                   SUITE 3100
        DALLAS, TEXAS 75201                          DALLAS, TEXAS  75202-3789
          (214) 303-2776                                  (214) 651-5000
  
               -----------------------------------------------------
  CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
       TITLE OF SECURITIES              AMOUNT           MAXIMUM OFFERING        PROPOSED MAXIMUM           AMOUNT OF
         TO BE REGISTERED         TO BE REGISTERED(1)    PRICE PER SHARE     AGGREGATE OFFERING PRICE    REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
  Common Stock
     $.0001 par value...........       1,334,576            $7.8750(2)            $10,509,786(2)              $2,922
  
  Common Stock
     $.0001 par value...........       2,402,381(3)         $7.0631(3)            $16,968,257(3)              $4,717
  ------------------------------------------------------------------------------------------------------------------------
         TOTAL:.................       3,736,957                --                $27,478,043                 $7,639
  ------------------------------------------------------------------------------------------------------------------------
  (1)  The amount to be registered also includes such indeterminate number of
       shares as may be issued to prevent dilution resulting from stock splits,
       stock dividends or similar transactions in accordance with Rule 416
       promulgated under the Securities Act of 1933.
  
  (2)  The offering price per share, the aggregate offering price and the
       registration fee is calculated in accordance with paragraphs (c) and
       (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
       the average of the high and low sale prices for the Company's Common Stock
       reported on the Nasdaq National Market System on September 7, 1999 ($7.8750
       per share).
  
  (3)  Represents shares of American Physician Partners, Inc. issuable upon the
       exercise of outstanding stock options previously granted under the 1996
       Stock Option Plan at the weighted average exercise price for such
       outstanding options pursuant to Rule 457(h)(1).
  
  -------------------------------------------------------------------------------
  2
  
                         AMERICAN PHYSICIAN PARTNERS, INC.
  
                          3,736,957 Shares of Common Stock
  
                                      PART II
  
                INFORMATION REQUESTED IN THE REGISTRATION STATEMENT
  
  Item 3.    Incorporation of Documents by Reference
  
             American Physician Partners, Inc. (the "Company") hereby incorporates
  by reference the following documents filed with the Securities and Exchange
  Commission (the "Commission"):
  
                      a)       The Company's Annual Report on Form 10-K for the
                               fiscal year ended December 31, 1998 filed pursuant
                               to Section 13(a) or 15(d) of the Securities
                               Exchange Act of 1934, as amended (the "Exchange
                               Act"), which contains audited financial statements
                               for the Company's latest fiscal year;
  
                      b)       The Company's Annual Report on Form 10-K/A for the
                               fiscal year ended December 31, 1998 filed May 12,
                               1999;
  
                      c)       The Company's Quarterly Report on Form 10-Q for
                               the fiscal quarter ended March 31, 1999;
  
                      d)       The Company's Quarterly Report on Form 10-Q/A for
                               the fiscal quarter ended March 31, 1999 filed May
                               28, 1999;
  
                      e)       The description of the Company's Common Stock
                               contained in the Company's Registration Statement
                               on Form 8-A filed with the Commission on November
                               3, 1997, pursuant to Section 12 of the Exchange
                               Act, together with an Amendment filed thereto on
                               November 3, 1997, in which there is described the
                               terms, rights and provisions applicable to the
                               Company's outstanding common stock; and
  
                      f)       All documents subsequently filed by the Company
                               pursuant to Sections 13(a), 13(c), 14, and 15(d)
                               of the Exchange Act, prior to the filing of a
                               post-effective amendment that indicates that all
                               securities offered hereunder have been sold or
                               that deregisters all securities then remaining
                               unsold, shall be deemed to be incorporated by
                               reference herein and to be a part hereof from the
                               date such documents are filed. 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 in this
                               Registration Statement modifies or supersedes such
                               statement.
  3
  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, the
  Company can indemnify its directors and officers against liabilities they may
  incur in such capacities, including under the Securities Act of 1933. The
  Company's amended and restated bylaws, as amended provide that the Company will
  indemnify its directors and officers to the fullest extent permitted by law and
  require the Company to advance litigation expenses upon receipt by the Company
  of 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 amended and restated bylaws, as amended further provide
  that the rights conferred under such bylaws do not exclude any other right such
  persons may have or acquire under any bylaw, agreement, vote of stockholders or
  disinterested directors or otherwise.
  
             The Company's restated certificate of incorporation, as amended
  provides that, pursuant to Delaware law, its directors shall not be liable for
  monetary damages for breach of the directors' fiduciary duty of care to the
  Company and its stockholders. This provision in the restated certificate of
  incorporation, as amended does not eliminate the duty of care, and in
  appropriate circumstances equitable remedies 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 Company or its stockholders, for acts or
  omissions not in good faith or involving intentional misconduct or 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 or state or federal environmental laws.
  
             The Company has entered into agreements to indemnify its directors
  and certain of its officers in addition to the indemnification provided for in
  the restated certificate of incorporation, as amended and amended and restated
  bylaws, as amended. These agreements, among other things, indemnify the
  Company's directors and certain of its officers for certain expenses (including
  attorneys' fees), judgments, fines and settlement amounts incurred by such
  person in any action or proceeding, including any action by or in the right of
  the Company, on account of services as a director or officer of the Company, or
  as a director or officer of any other company or enterprise to which the person
  provides services at the request of the Company. The Company intends to
  maintain insurance against liabilities incurred by its officers and directors
  in defense of actions to which they are made parties by reason of their
  positions as officers and directors.
  
             Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 is permitted for directors, officers or persons
  controlling the Company pursuant to the foregoing provisions, the Company has
  been informed that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act of 1933 and is
  therefore unenforceable. For this undertaking with respect to indemnification,
  see Item 9 herein.
  
                                       - 2 -
  4
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED
  
             Not applicable.
  
  ITEM 8.    EXHIBITS
  
  Exhibit No.         Description of Exhibits
  
        4.1  -        Amendment to Restated Certificate of Incorporation of the
                      Company, filed as Exhibit 3.3 to Form 10-Q and incorporated
                      by reference herein.
  
        4.2  -        Restated By-laws of the Company, as amended, filed as
                      Exhibit 3.2 to Form S-1 (333-30205) and incorporated by
                      reference herein.
  
        4.3           Amendment No. 2 to Restated By-laws of the Company, filed
                      as Exhibit 3.4 to Form 10-Q and incorporated by
                      reference herein.
  
        4.4  -        Specimen Stock Certificate for the Common Stock of the
                      Company filed as Exhibit 4.1 to Form S-1 (333-30205) and
                      incorporated by reference herein.
  
        4.5  -        American Physician Partners, Inc. 1996 Stock Option Plan,
                      filed as Exhibit 4.4 to Form S-4 (333-31611) and
                      incorporated by reference herein.
  
        4.6  -        Amendment No. 1 to American Physician Partners, Inc. 1996
                      Stock Option Plan, filed as Exhibit 10.48 to Form 10-Q and
                      incorporated by reference herein.
  
        4.7* -        Form of Notice of Grant and Option Agreement.
  
        5.1* -        Opinion of Haynes and Boone, LLP with respect to validity
                      of the issuance of the securities.
  
       23.1* -        Consent of Arthur Andersen, LLP, independent auditors.
  
       23.2* -        Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  
       24.1* -        Power of attorney of the directors of the Company (included
                      on the signature page of the Registration Statement).
  
  -----------
  
  *    Filed herewith
  
  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
  
                                       - 3 -
  5
  
                                      aggregate, represent a fundamental change
                                      in the information set forth in the
                                      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) will not
             apply if the information required to be included in a post-effective
             amendment by those paragraphs is contained in periodic reports filed
             by the registrant pursuant to Section 13 or Section 15(d) of the
             Securities Exchange Act of 1934 that are incorporated by reference
             in this Registration Statement.
  
                      (2) That, for the purpose of determining any liability
             under the Securities Act of 1933, each such post-effective amendment
             shall be deemed to be a new registration statement relating to the
             securities offered therein, and the offering of such securities at
             that time shall be deemed to be the initial bona fide offering
             thereof; 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 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 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 of 1933 and will be governed by the final
  adjudication of such issue.
  
                                       - 4 -
  6
  
                          SIGNATURES AND POWER OF ATTORNEY
  
  THE COMPANY:
  
  Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on the 10th day of September,
  1999.
  
                                           AMERICAN PHYSICIAN PARTNERS, INC.
  
                                           By:     /s/ MARK L. WAGAR
                                                   -------------------------------
                                           Name:   Mark L. Wagar
                                           Title:  Chairman, President and Chief
                                                   Executive Officer
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints each of Mark L. Wagar and Paul M. Jolas, his true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign, execute and file with the Securities and Exchange
  Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this Registration Statement on Form S-8 under the
  Securities Act of 1933, including any amendment or amendments relating thereto
  (and any additional Registration Statement related hereto permitted by Rule
  462(b) promulgated under the Securities Act of 1933, including any amendment or
  amendments relating thereto), with all exhibits and any and all documents
  required to be filed with respect thereto with any regulatory authority,
  granting unto said 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 in order to effectuate the same
  as fully to all intents and purposes as he might or could do if personally
  present, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or either of them, or their or his substitute or substitutes, may
  lawfully do or cause to be done.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on the 10th day of September, 1999.
  Signature                          Title
  ---------                          -----
  /s/ MARK L. WAGAR
  -----------------------------      Chairman, President, Chief Executive Officer
  Mark L. Wagar                      and Director
  
  /s/ SAMI S. ABBASI
  -----------------------------      Chief Financial Officer (Principal Financial
  Sami S. Abbasi                     Officer), Senior Vice President
  
  /s/ DAVID W. YOUNG
  -----------------------------      Controller (Principal Accounting Officer)
  David W. Young
  - 5 -
  7
  Signature                          Title
  ---------                          -----
  /s/  JOHN W. COLLOTON
  -----------------------------      Director
  John W. Colloton
  
  /s/  JOHN PAPPAJOHN
  -----------------------------      Director
  John Pappajohn
  
  /s/  DERACE L. SCHAFFER, M.D.
  -----------------------------      Director
  Derace L. Schaffer, M.D.
  
  /s/  LESS T. CHAFEN, M.D.
  -----------------------------      Director
  Less T. Chafen, M.D.
  
  /s/  MICHAEL L. SHERMAN, M.D.
  -----------------------------      Director
  Michael L. Sherman, M.D.
  - 6 -
  8
  
                                   EXHIBIT INDEX
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  4.1  -        Amendment to Restated Certificate of Incorporation of the
                      Company, filed as Exhibit 3.3 to Form 10-Q and incorporated
                      by reference herein.
  
        4.2  -        Restated By-laws of the Company, as amended, filed as
                      Exhibit 3.2 to Form S-1 (333-30205) and incorporated by
                      reference herein.
  
        4.3           Amendment No. 2 to Restated By-laws of the Company, filed
                      as Exhibit 3.4 to Form 10-Q and incorporated by
                      reference herein.
  
        4.4  -        Specimen Stock Certificate for the Common Stock of the
                      Company filed as Exhibit 4.1 to Form S-1 (333-30205) and
                      incorporated by reference herein.
  
        4.5  -        American Physician Partners, Inc. 1996 Stock Option Plan,
                      filed as Exhibit 4.4 to Form S-4 (333-31611) and
                      incorporated by reference herein.
  
        4.6  -        Amendment No. 1 to American Physician Partners, Inc. 1996
                      Stock Option Plan, filed as Exhibit 10.48 to Form 10-Q and
                      incorporated by reference herein.
  
        4.7* -        Form of Notice of Grant and Option Agreement.
  
        5.1* -        Opinion of Haynes and Boone, LLP with respect to validity
                      of the issuance of the securities.
  
       23.1* -        Consent of Arthur Anderson, LLP, independent auditors.
  
       23.2* -        Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  
       24.1* -        Power of attorney of the directors of the Company (included
                      on the signature page of the Registration Statement).
  -----------
  
  *    Filed herewith
  
                                       - 7 -