content: <PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
                                                       REGISTRATION NO.333-_______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                 ---------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ---------------
  
                             HORIZON HEALTH CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
                   DELAWARE                             75-2293354
         (State or other jurisdiction of            (I.R.S. Employer
         incorporation or organization)             Identification No.)
  
                              1500 WATERS RIDGE DRIVE
                            LEWISVILLE, TEXAS 75057-6011
                      (Address of principal executive offices)
  
                             HORIZON HEALTH CORPORATION
                     EMPLOYEES SAVINGS AND PROFIT SHARING PLAN
                              (Full title of the plan)
  
                                  JAMES KEN NEWMAN
                              CHIEF EXECUTIVE OFFICER
                             HORIZON HEALTH CORPORATION
                              1500 WATERS RIDGE DRIVE
                            LEWISVILLE, TEXAS 75057-6011
                                   (972) 420-8200
             (Name, address and telephone number of agent for service)
  
                                     COPIES TO:
  
                            STRASBURGER & PRICE, L.L.P.
                            901 MAIN STREET, SUITE 4300
                                DALLAS, TEXAS 75202
                                   (214) 651-4300
                           ATTN: DAVID K. MEYERCORD, ESQ.
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                                                                      Proposed maximum      Proposed maximum
                                                  Amount to be       offering price per    aggregate offering        Amount of
      Title of securities to be registered      registered (1)(2)        share (3)              price (3)        registration fee
  ------------------------------------------------------------------------------------------------------------------------------------
   <S>                                         <C>                   <C>                       <C>                   <C>
   Common Stock, $.01 par value                100,000 shares        $25.1875                  $2,518,750            $763.26
  ====================================================================================================================================
  </TABLE>
  
  (1)    Represents the maximum aggregate number of shares of Common Stock that
         it is anticipated will be purchased by the employee benefit plan
         described herein.
  
  (2)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also includes an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.
  
  (3)    Estimated solely for purposes of computing the amount of the
         registration fee in accordance with Rule 457(h) under the Securities Act
         of 1933, as amended, based on the average of the high and low prices of
         the Common Stock on the Nasdaq Stock Market on September 30, 1997.
  
  ================================================================================
  <PAGE>   2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The following documents are incorporated by reference in this
  Registration Statement by Horizon Health Corporation, a Delaware corporation
  (the "Registrant"), and Horizon Health Corporation Employees Savings and Profit
  Sharing Plan (the "Savings Plan"):
  
         (a)    the Annual Report on Form 10-K of the Registrant for the fiscal
                year ended August 31, 1996, as amended by the Form 10-K/A filed
                with the Securities and Exchange Commission (the "Commission") on
                July 2, 1997;
  
         (b)    the Quarterly Report on Form 10-Q of the Registrant for the
                quarter ended November 30, 1996, filed with the Commission on
                January 8, 1997;
  
         (c)    the Quarterly Report on Form 10-Q of the Registrant for the
                quarter ended February 28, 1997, filed with the Commission on
                March 31, 1997;
  
         (d)    the Current Report on Form 8-K of the Registrant dated January
                31, 1997 and filed with the Commission on May 8, 1997;
  
         (e)    the Quarterly Report on Form 10-Q of the Registrant for the
                quarter ended May 31, 1997, filed with the Commission on July 14,
                1997;
  
         (f)    the Current Report on Form 8-K of the Registrant filed with the
                Commission on August 25, 1997 and dated August 11, 1997; 
  
         (g)    the description of the Common Stock, $.01 par value per share
                (the "Common Stock"), of the Registrant contained in Item 1 of
                the Registration Statement on Form 8-A filed pursuant to Section
                12 of the Securities Exchange Act of 1934, as amended (the
                "Exchange Act"), relating to the Common Stock, as declared
                effective on March 13, 1995 (File No. 1-13626), including all
                amendments or reports filed for the purpose of updating such
                description; and
  
         (h)    the description of the Rights to Purchase Common Stock of the
                Registrant contained in Item 1 of the Registration Statement on
                Form 8-A/12G filed pursuant to Section 12 of the Exchange Act, 
                relating to the Rights to Purchase Common Stock, as declared
                effective on February 18, 1997 (File No 000-22123), including all
                amendments or reports filed for the purpose of updating such
                description.
  
         All documents subsequently filed by the Registrant or the Savings Plan
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment to this Registration Statement which
  indicates that all securities offered hereby have been sold or which
  deregisters all such securities then remaining unsold, shall be deemed to be
  incorporated by reference into this Registration Statement and to be a part
  hereof from the date of filing of such documents.
  
         Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or replaces such
  statement.  Any statement so modified shall not be deemed in its unmodified
  form to constitute a part of this Registration Statement.  Any statement so
  superseded shall not be deemed to constitute a part of this Registration
  Statement.
  
  ITEM 4.       DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  
  
  
  
                                         2
  <PAGE>   3
  ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Under Section 145 of the Delaware General Corporation Law ("Delaware
  Law"), the Registrant has broad powers to indemnify its directors, officers,
  employees and agents against liabilities they may incur in such capacities,
  including liabilities under the Securities Act of 1933, as amended (the
  "Securities Act").  The Registrant's Certificate of Incorporation provides that
  the Registrant shall indemnify its directors and officers to the fullest extent
  permitted by law, and requires the Registrant to advance litigation expenses in
  the case of stockholder derivative actions or other actions, against an
  undertaking by the director or officer to repay such advances if it is
  ultimately determined that the director or officer is not entitled to
  indemnification.  The Certificate of Incorporation also provides that rights
  conferred under such Certificate of Incorporation shall not be deemed to be
  exclusive of any other right such persons may have or acquire under any
  statute, the Bylaws, agreement, resolution of stockholders or directors, or
  otherwise.
  
         The Certificate of Incorporation further provides that, pursuant to
  Delaware Law, no director of the Registrant shall be liable to the Registrant
  or its stockholders for monetary damages for breach of the director's fiduciary
  duty as a director.  This provision in the Certificate of Incorporation does
  not eliminate the duty of care, and in appropriate circumstances equitable
  remedies such as injunctive or other forms of non-monetary relief will remain
  available under Delaware Law.  In addition, each director will continue to be
  subject to liability for breach of the director's duty of loyalty to the
  Registrant or its stockholders, for acts or omissions not in good faith or
  involving intentional misconduct, for knowing violations of law, for actions
  leading to improper personal benefit to the director, and for payment of
  dividends or approval of stock repurchases or redemptions that are unlawful
  under Delaware Law.  The provision also does not affect a director's
  responsibilities under any other law, such as the Federal securities laws.
  
         The stock option plans, as amended, of the Registrant generally provide
  that no member of the Board of Directors of the Registrant or any member of the
  committee administering such plans shall be liable for any act, omission or
  determination taken or made in good faith with respect to the plans or any
  option granted thereunder.  The plans further generally provide that members of
  the Board of Directors and such committee shall be entitled to indemnification
  and reimbursement by the Registrant in respect of any claim, loss, damage or
  expense (including attorneys' fees, the cost of settling any suit, provided
  such settlement is approved by independent legal counsel selected by the
  Registrant, and amounts paid in satisfaction of a judgment, except a judgment
  based on a finding of bad faith) arising therefrom to the full extent permitted
  by law and under any directors' and officers' liability or similar insurance
  coverage that may from time to time be in effect.
  
         The Savings Plan provides that the Savings Plan Administrator and
  Trustee will be entitled to reimbursement by the Registrant for any costs,
  attorney's fees and other expenses incurred in connection with a claim, suit or
  other proceeding regarding the Savings Plan or the Trust except to the extent
  that (a) the Savings Plan Administrator or the Trustee is adjudged to have been
  grossly negligent, to have acted in bad faith or to have acted with intentional
  misconduct or (b) the settling of a claim in excess of an amount approved by
  the Registrant.
  
  ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.       EXHIBITS.
  
  EXHIBIT
    NO.                           DESCRIPTION
  -------                         -----------
  
  3.1           Amended and Restated Certificate of Incorporation of the
                Registrant, as amended (incorporated herein by reference to
                Exhibit 3.1 to the Current Report on Form 8-K of the Registrant
                filed with the Commission and dated August 11, 1997 (the "Form 8-
                K Filing").
  
  3.2           Bylaws of the Registrant, as amended (incorporated herein by
                reference to Exhibit 3.2 to Amendment No. 2 as filed with the
                Commission on February 16, 1995 to the Company's Registration
                Statement on Form S-1 as filed with the Commission on January 6,
                1996, Registration No. 33-88314).
  
  4.1           Specimen Common Stock Certificate (incorporated herein by
                reference to Exhibit 4.1 to the Form 8-K Filing).
  
  
  
  
  
                                         3
  <PAGE>   4
  4.2           Rights Agreement dated as of February 6, 1997, between the
                Registrant and American Stock Transfer & Trust Company, as Rights
                Agent (incorporated herein by reference to Exhibit 4.1 to the
                Registration Statement on Form 8-A of the Registrant,
                Registration Number 000-22123, as filed with the Commission on
                February 7, 1997).
  
  4.3           Defined Contribution Master Plan and Trust Agreement and Adoption
                Agreement #011 Nonstandardized Code Section 401(k) Profit Sharing
                Plan between Horizon Health Corporation and Texas Commerce Bank
                National Association (filed herewith).
  
  4.4           Amendment No. 3 to Horizon Health Corporation Employees Savings
                and Profit Sharing Plan (filed herewith).
  
  5.1           Favorable determination letter issued by the Internal Revenue
                Service ("IRS") with respect to the Savings Plan on June 4, 1997
                (filed herewith).
  
  23.1          Consent of Price Waterhouse LLP (filed herewith).
  
  24.1          Power of Attorney (contained on signature page of this
                Registration Statement).
  
         The undersigned Registrant hereby undertakes that it has submitted or
  will submit in a timely manner to the IRS the Savings Plan and all amendments
  thereto made since the date of its most recent determination letter from the
  IRS and has made or will make all changes required by the IRS in order to
  qualify the Savings Plan as so amended.
  
  ITEM 9.       UNDERTAKINGS.
  
         (a)    The undersigned Registrant hereby undertakes:
  
                (1)    To file, during any period in which offers or sales are
                       being made, a post-effective amendment to this
                       Registration Statement:
  
                       (i)    To include any prospectus required by Section
                              10(a)(3) of the Securities Act of 1933;
  
                       (ii)   To reflect in the prospectus any facts or events
                              arising after the effective date of the
                              Registration Statement (or the most recent post-
                              effective amendment thereof) which, individually or
                              in the aggregate, represent a fundamental change in
                              the information set forth in this Registration
                              Statement.  Notwithstanding the foregoing, any
                              increase or decrease in volume of securities
                              offered (if the total dollar value of securities
                              offered would not exceed that which was registered)
                              and any deviation from the low or high end of the
                              estimated maximum offering range may be reflected
                              in the form of prospectus filed with the Commission
                              pursuant to Rule 424(b) if, in the aggregate, the
                              changes in volume and price represent no more than
                              a 20% change in the maximum aggregate offering
                              price set forth in the "Calculation of Registration
                              Fee" table in the effective Registration Statement;
                              and
  
                       (iii)  To include any material information with respect to
                              the plan of distribution not previously disclosed
                              in the Registration Statement or any material
                              change to such information in the Registration
                              Statement;
  
                              Provided, however, that paragraphs (a)(1)(i) and
                       (a)(1)(ii) above do not apply if the information required
                       to be included in a post-effective amendment by those
                       paragraphs is contained in periodic reports filed with or
                       furnished to the Commission by the Registrant pursuant to
                       Section 13 or Section 15(d) of the Securities Exchange Act
                       of 1934 that are incorporated by reference in 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.
  
  
  
  
  
                                         4
  <PAGE>   5
                (3)    To remove from registration by means of a post-effective
                       amendment any of the securities being registered which
                       remain unsold at the termination of the offering.
  
         (b)    The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
         (c)    Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions or otherwise,
  the Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the securities
  being registered, the Registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Act and will be governed by the final
  adjudication of such issue.
  
  
                    (Remainder of page intentionally left blank)
  
  
  
  
  
                                         5
  <PAGE>   6
                                     SIGNATURES
  
         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Lewisville, State of Texas, on
  September 29, 1997.
  
  
                                                    HORIZON HEALTH CORPORATION
  
  
                                                    By: /s/ James Ken Newman
                                                        --------------------------
                                                           James Ken Newman
                                                           Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
         Each individual whose signature appears below constitutes and appoints
  James Ken Newman and James W. McAtee, and each of them, such person's true and
  lawful attorneys-in-fact and agents with full power of substitution and
  resubstitution, for such person and in such person's name, place, and stead, in
  any and all capacities, to sign any and all amendments (including post-
  effective amendments) to this Registration Statement, and to file the same with
  all exhibits thereto, and all documents in connection therewith, with the
  Securities and Exchange Commission, granting unto such attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as such person might or could do
  in person, hereby ratifying and confirming all that such attorneys-in-fact and
  agents, or any of them, or their substitute or substitutes, may lawfully do or
  cause to be done by virtue hereof.
  
         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
  THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATE INDICATED.
  
  <TABLE>
  <CAPTION>
   SIGNATURE                                CAPACITY                                     DATE
   ---------                                --------                                     ----
   <S>                                      <C>                                          <C>
   /s/ James Ken Newman                     Director; Chairman of the Board and Chief    September 29, 1997
   ------------------------------------     Executive Officer                                              
           James Ken Newman                                  
  
   /s/ James W. McAtee                      Director; Executive Vice President,          September 29, 1997
   ------------------------------------     Principal Financial Officer and Treasurer                      
           James W. McAtee                                                           
  
   /s/ Cliff W. Gardner                     Vice President-Controller; Financial         September 29, 1997
   ------------------------------------     Accounting Officer                                             
           Cliff W. Gardner                                   
  
   /s/ Jack R. Anderson                     Director                                     September 29, 1997
   ------------------------------------                                                                    
           Jack R. Anderson
  
   /s/ George E. Bello                      Director                                     September 19, 1997
   ------------------------------------                                                                    
           George E. Bello
  
                                            Director                                     September __, 1997
   ------------------------------------                                                                    
           James E. Buncher
  
   /s/ Howard B. Finkel                     Director                                     September 19, 1997
  -------------------------------------                                                                    
           Howard B. Finkel
  
   /s/ William H. Longfield                 Director                                     September 29, 1997
  -------------------------------------                                                                    
           William H. Longfield
  
   /s/ Keith B. Pitts                       Director                                     September 29, 1997
  -------------------------------------                                                                    
           Keith B. Pitts
  
   /s/ Donald E. Steen                      Director                                     September 29, 1997
  -------------------------------------                                                                    
           Donald E. Steen
  </TABLE>
  
  
  
  
  
                                          6
  <PAGE>   7
         THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
  the Plan Administrator has duly caused this Registration Statement to be signed
  on its behalf by the undersigned, thereunto duly authorized, in the City of
  Lewisville, State of Texas, on September 29, 1997.
  
  
  
                                         HORIZON HEALTH CORPORATION EMPLOYEES
                                         SAVINGS AND PROFIT SHARING PLAN
  
                                         By: Horizon Health Corporation, as Plan 
                                             Administrator
  
  
  
                                             By: /s/ James W. McAtee             
                                                ----------------------------------
                                                    Its: Executive Vice President 
                                                    ------------------------------
  
  
  
  
  
                                         7
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
    NO.                  DESCRIPTION
  -------                -----------
  <S>           <C>
  3.1           Amended and Restated Certificate of Incorporation of the
                Registrant, as amended (incorporated herein by reference to
                Exhibit 3.1 to the Registrant's Current Report on Form 8-K of the
                Registrant as filed with the Commission on August 25, 1997 (the
                "Form 8-K Filing").
  
  3.2           Bylaws of the Registrant, as amended (incorporated herein by
                reference to Exhibit 3.2 to Amendment No. 2 as filed with the
                Commission on February 16, 1995 to the Company's Registration
                Statement on Form S-1 as filed with the Commission on January 6,
                1995, Registration No. 33-88314).
  
  4.1           Specimen Common Stock Certificate (incorporated herein by
                reference to Exhibit 4.1 to the Form 8-K Filing).
  
  4.2           Rights Agreement dated as of February 6, 1997, between the
                Registrant and American Stock Transfer & Trust Company, as Rights
                Agent (incorporated herein by reference to Exhibit 4.1 to the
                Registration Statement on Form 8-A of the Registrant,
                Registration Number 000-22123, as filed with the Commission on
                February 7, 1997).
  
  4.3           Defined Contribution Master Plan and Trust Agreement and Adoption
                Agreement #011 Nonstandardized Code Section 401(k) Profit Sharing
                Plan between Horizon Health Corporation and Texas Commerce Bank
                National Association (filed herewith).
  
  4.4           Amendment No. 3 to Horizon Health Corporation Employees Savings
                and Profit Sharing Plan (filed herewith).
  
  5.1           Favorable determination letter issued by the Internal Revenue
                Service ("IRS") with respect to the Savings Plan on June 4, 1997
                (filed herewith).
  
  23.1          Consent of Price Waterhouse LLP (filed herewith).
  
  24.1          Power of Attorney (contained on signature page of this
                Registration Statement).
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27769}]
metadata_filer: {"company-data": {"conformed-name": "HORIZON HEALTH CORP /DE/", "cik": "0000935007", "assigned-sic": "8090", "irs-number": "752293354", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36953", "film-number": "97689530"}, "business-address": {"street1": "1500 WATERS RIDGE DR", "street2": "STE 320", "city": "LEWISVILLE", "state": "TX", "zip": "75057", "phone": "8173874775"}, "mail-address": {"street1": "2220 SAN JACINTO BLVD", "street2": "STE 320", "city": "DENTON", "state": "TX", "zip": "76205"}, "former-company": {"former-conformed-name": "HORIZON MENTAL HEALTH MANAGEMENT INC", "date-changed": "19950106"}}
text: 1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
                                                       REGISTRATION NO.333-_______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                 ---------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ---------------
  
                             HORIZON HEALTH CORPORATION
               (Exact name of registrant as specified in its charter)
  
                   DELAWARE                             75-2293354
         (State or other jurisdiction of            (I.R.S. Employer
         incorporation or organization)             Identification No.)
  
                              1500 WATERS RIDGE DRIVE
                            LEWISVILLE, TEXAS 75057-6011
                      (Address of principal executive offices)
  
                             HORIZON HEALTH CORPORATION
                     EMPLOYEES SAVINGS AND PROFIT SHARING PLAN
                              (Full title of the plan)
  
                                  JAMES KEN NEWMAN
                              CHIEF EXECUTIVE OFFICER
                             HORIZON HEALTH CORPORATION
                              1500 WATERS RIDGE DRIVE
                            LEWISVILLE, TEXAS 75057-6011
                                   (972) 420-8200
             (Name, address and telephone number of agent for service)
  
                                     COPIES TO:
  
                            STRASBURGER & PRICE, L.L.P.
                            901 MAIN STREET, SUITE 4300
                                DALLAS, TEXAS 75202
                                   (214) 651-4300
                           ATTN: DAVID K. MEYERCORD, ESQ.
  
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                                      Proposed maximum      Proposed maximum
                                                  Amount to be       offering price per    aggregate offering        Amount of
      Title of securities to be registered      registered (1)(2)        share (3)              price (3)        registration fee
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value                100,000 shares        $25.1875                  $2,518,750            $763.26
  ====================================================================================================================================
  (1)    Represents the maximum aggregate number of shares of Common Stock that
         it is anticipated will be purchased by the employee benefit plan
         described herein.
  
  (2)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also includes an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.
  
  (3)    Estimated solely for purposes of computing the amount of the
         registration fee in accordance with Rule 457(h) under the Securities Act
         of 1933, as amended, based on the average of the high and low prices of
         the Common Stock on the Nasdaq Stock Market on September 30, 1997.
  
  ================================================================================
  2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The following documents are incorporated by reference in this
  Registration Statement by Horizon Health Corporation, a Delaware corporation
  (the "Registrant"), and Horizon Health Corporation Employees Savings and Profit
  Sharing Plan (the "Savings Plan"):
  
         (a)    the Annual Report on Form 10-K of the Registrant for the fiscal
                year ended August 31, 1996, as amended by the Form 10-K/A filed
                with the Securities and Exchange Commission (the "Commission") on
                July 2, 1997;
  
         (b)    the Quarterly Report on Form 10-Q of the Registrant for the
                quarter ended November 30, 1996, filed with the Commission on
                January 8, 1997;
  
         (c)    the Quarterly Report on Form 10-Q of the Registrant for the
                quarter ended February 28, 1997, filed with the Commission on
                March 31, 1997;
  
         (d)    the Current Report on Form 8-K of the Registrant dated January
                31, 1997 and filed with the Commission on May 8, 1997;
  
         (e)    the Quarterly Report on Form 10-Q of the Registrant for the
                quarter ended May 31, 1997, filed with the Commission on July 14,
                1997;
  
         (f)    the Current Report on Form 8-K of the Registrant filed with the
                Commission on August 25, 1997 and dated August 11, 1997; 
  
         (g)    the description of the Common Stock, $.01 par value per share
                (the "Common Stock"), of the Registrant contained in Item 1 of
                the Registration Statement on Form 8-A filed pursuant to Section
                12 of the Securities Exchange Act of 1934, as amended (the
                "Exchange Act"), relating to the Common Stock, as declared
                effective on March 13, 1995 (File No. 1-13626), including all
                amendments or reports filed for the purpose of updating such
                description; and
  
         (h)    the description of the Rights to Purchase Common Stock of the
                Registrant contained in Item 1 of the Registration Statement on
                Form 8-A/12G filed pursuant to Section 12 of the Exchange Act, 
                relating to the Rights to Purchase Common Stock, as declared
                effective on February 18, 1997 (File No 000-22123), including all
                amendments or reports filed for the purpose of updating such
                description.
  
         All documents subsequently filed by the Registrant or the Savings Plan
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment to this Registration Statement which
  indicates that all securities offered hereby have been sold or which
  deregisters all such securities then remaining unsold, shall be deemed to be
  incorporated by reference into this Registration Statement and to be a part
  hereof from the date of filing of such documents.
  
         Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or replaces such
  statement.  Any statement so modified shall not be deemed in its unmodified
  form to constitute a part of this Registration Statement.  Any statement so
  superseded shall not be deemed to constitute a part of this Registration
  Statement.
  
  ITEM 4.       DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
                                         2
  3
  ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Under Section 145 of the Delaware General Corporation Law ("Delaware
  Law"), the Registrant has broad powers to indemnify its directors, officers,
  employees and agents against liabilities they may incur in such capacities,
  including liabilities under the Securities Act of 1933, as amended (the
  "Securities Act").  The Registrant's Certificate of Incorporation provides that
  the Registrant shall indemnify its directors and officers to the fullest extent
  permitted by law, and requires the Registrant to advance litigation expenses in
  the case of stockholder derivative actions or other actions, against an
  undertaking by the director or officer to repay such advances if it is
  ultimately determined that the director or officer is not entitled to
  indemnification.  The Certificate of Incorporation also provides that rights
  conferred under such Certificate of Incorporation shall not be deemed to be
  exclusive of any other right such persons may have or acquire under any
  statute, the Bylaws, agreement, resolution of stockholders or directors, or
  otherwise.
  
         The Certificate of Incorporation further provides that, pursuant to
  Delaware Law, no director of the Registrant shall be liable to the Registrant
  or its stockholders for monetary damages for breach of the director's fiduciary
  duty as a director.  This provision in the Certificate of Incorporation does
  not eliminate the duty of care, and in appropriate circumstances equitable
  remedies such as injunctive or other forms of non-monetary relief will remain
  available under Delaware Law.  In addition, each director will continue to be
  subject to liability for breach of the director's duty of loyalty to the
  Registrant or its stockholders, for acts or omissions not in good faith or
  involving intentional misconduct, for knowing violations of law, for actions
  leading to improper personal benefit to the director, and for payment of
  dividends or approval of stock repurchases or redemptions that are unlawful
  under Delaware Law.  The provision also does not affect a director's
  responsibilities under any other law, such as the Federal securities laws.
  
         The stock option plans, as amended, of the Registrant generally provide
  that no member of the Board of Directors of the Registrant or any member of the
  committee administering such plans shall be liable for any act, omission or
  determination taken or made in good faith with respect to the plans or any
  option granted thereunder.  The plans further generally provide that members of
  the Board of Directors and such committee shall be entitled to indemnification
  and reimbursement by the Registrant in respect of any claim, loss, damage or
  expense (including attorneys' fees, the cost of settling any suit, provided
  such settlement is approved by independent legal counsel selected by the
  Registrant, and amounts paid in satisfaction of a judgment, except a judgment
  based on a finding of bad faith) arising therefrom to the full extent permitted
  by law and under any directors' and officers' liability or similar insurance
  coverage that may from time to time be in effect.
  
         The Savings Plan provides that the Savings Plan Administrator and
  Trustee will be entitled to reimbursement by the Registrant for any costs,
  attorney's fees and other expenses incurred in connection with a claim, suit or
  other proceeding regarding the Savings Plan or the Trust except to the extent
  that (a) the Savings Plan Administrator or the Trustee is adjudged to have been
  grossly negligent, to have acted in bad faith or to have acted with intentional
  misconduct or (b) the settling of a claim in excess of an amount approved by
  the Registrant.
  
  ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.       EXHIBITS.
  
  EXHIBIT
    NO.                           DESCRIPTION
  -------                         -----------
  
  3.1           Amended and Restated Certificate of Incorporation of the
                Registrant, as amended (incorporated herein by reference to
                Exhibit 3.1 to the Current Report on Form 8-K of the Registrant
                filed with the Commission and dated August 11, 1997 (the "Form 8-
                K Filing").
  
  3.2           Bylaws of the Registrant, as amended (incorporated herein by
                reference to Exhibit 3.2 to Amendment No. 2 as filed with the
                Commission on February 16, 1995 to the Company's Registration
                Statement on Form S-1 as filed with the Commission on January 6,
                1996, Registration No. 33-88314).
  
  4.1           Specimen Common Stock Certificate (incorporated herein by
                reference to Exhibit 4.1 to the Form 8-K Filing).
  
                                         3
  4
  4.2           Rights Agreement dated as of February 6, 1997, between the
                Registrant and American Stock Transfer & Trust Company, as Rights
                Agent (incorporated herein by reference to Exhibit 4.1 to the
                Registration Statement on Form 8-A of the Registrant,
                Registration Number 000-22123, as filed with the Commission on
                February 7, 1997).
  
  4.3           Defined Contribution Master Plan and Trust Agreement and Adoption
                Agreement #011 Nonstandardized Code Section 401(k) Profit Sharing
                Plan between Horizon Health Corporation and Texas Commerce Bank
                National Association (filed herewith).
  
  4.4           Amendment No. 3 to Horizon Health Corporation Employees Savings
                and Profit Sharing Plan (filed herewith).
  
  5.1           Favorable determination letter issued by the Internal Revenue
                Service ("IRS") with respect to the Savings Plan on June 4, 1997
                (filed herewith).
  
  23.1          Consent of Price Waterhouse LLP (filed herewith).
  
  24.1          Power of Attorney (contained on signature page of this
                Registration Statement).
  
         The undersigned Registrant hereby undertakes that it has submitted or
  will submit in a timely manner to the IRS the Savings Plan and all amendments
  thereto made since the date of its most recent determination letter from the
  IRS and has made or will make all changes required by the IRS in order to
  qualify the Savings Plan as so amended.
  
  ITEM 9.       UNDERTAKINGS.
  
         (a)    The undersigned Registrant hereby undertakes:
  
                (1)    To file, during any period in which offers or sales are
                       being made, a post-effective amendment to this
                       Registration Statement:
  
                       (i)    To include any prospectus required by Section
                              10(a)(3) of the Securities Act of 1933;
  
                       (ii)   To reflect in the prospectus any facts or events
                              arising after the effective date of the
                              Registration Statement (or the most recent post-
                              effective amendment thereof) which, individually or
                              in the aggregate, represent a fundamental change in
                              the information set forth in this Registration
                              Statement.  Notwithstanding the foregoing, any
                              increase or decrease in volume of securities
                              offered (if the total dollar value of securities
                              offered would not exceed that which was registered)
                              and any deviation from the low or high end of the
                              estimated maximum offering range may be reflected
                              in the form of prospectus filed with the Commission
                              pursuant to Rule 424(b) if, in the aggregate, the
                              changes in volume and price represent no more than
                              a 20% change in the maximum aggregate offering
                              price set forth in the "Calculation of Registration
                              Fee" table in the effective Registration Statement;
                              and
  
                       (iii)  To include any material information with respect to
                              the plan of distribution not previously disclosed
                              in the Registration Statement or any material
                              change to such information in the Registration
                              Statement;
  
                              Provided, however, that paragraphs (a)(1)(i) and
                       (a)(1)(ii) above do not apply if the information required
                       to be included in a post-effective amendment by those
                       paragraphs is contained in periodic reports filed with or
                       furnished to the Commission by the Registrant pursuant to
                       Section 13 or Section 15(d) of the Securities Exchange Act
                       of 1934 that are incorporated by reference in 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.
  
                                         4
  5
                (3)    To remove from registration by means of a post-effective
                       amendment any of the securities being registered which
                       remain unsold at the termination of the offering.
  
         (b)    The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
         (c)    Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions or otherwise,
  the Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the securities
  being registered, the Registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Act and will be governed by the final
  adjudication of such issue.
  
                    (Remainder of page intentionally left blank)
  
                                         5
  6
                                     SIGNATURES
  
         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Lewisville, State of Texas, on
  September 29, 1997.
  
                                                    HORIZON HEALTH CORPORATION
  
                                                    By: /s/ James Ken Newman
                                                        --------------------------
                                                           James Ken Newman
                                                           Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
         Each individual whose signature appears below constitutes and appoints
  James Ken Newman and James W. McAtee, and each of them, such person's true and
  lawful attorneys-in-fact and agents with full power of substitution and
  resubstitution, for such person and in such person's name, place, and stead, in
  any and all capacities, to sign any and all amendments (including post-
  effective amendments) to this Registration Statement, and to file the same with
  all exhibits thereto, and all documents in connection therewith, with the
  Securities and Exchange Commission, granting unto such attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as such person might or could do
  in person, hereby ratifying and confirming all that such attorneys-in-fact and
  agents, or any of them, or their substitute or substitutes, may lawfully do or
  cause to be done by virtue hereof.
  
         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
  THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATE INDICATED.
  SIGNATURE                                CAPACITY                                     DATE
   ---------                                --------                                     ----
  /s/ James Ken Newman                     Director; Chairman of the Board and Chief    September 29, 1997
   ------------------------------------     Executive Officer                                              
           James Ken Newman                                  
  
   /s/ James W. McAtee                      Director; Executive Vice President,          September 29, 1997
   ------------------------------------     Principal Financial Officer and Treasurer                      
           James W. McAtee                                                           
  
   /s/ Cliff W. Gardner                     Vice President-Controller; Financial         September 29, 1997
   ------------------------------------     Accounting Officer                                             
           Cliff W. Gardner                                   
  
   /s/ Jack R. Anderson                     Director                                     September 29, 1997
   ------------------------------------                                                                    
           Jack R. Anderson
  
   /s/ George E. Bello                      Director                                     September 19, 1997
   ------------------------------------                                                                    
           George E. Bello
  
                                            Director                                     September __, 1997
   ------------------------------------                                                                    
           James E. Buncher
  
   /s/ Howard B. Finkel                     Director                                     September 19, 1997
  -------------------------------------                                                                    
           Howard B. Finkel
  
   /s/ William H. Longfield                 Director                                     September 29, 1997
  -------------------------------------                                                                    
           William H. Longfield
  
   /s/ Keith B. Pitts                       Director                                     September 29, 1997
  -------------------------------------                                                                    
           Keith B. Pitts
  
   /s/ Donald E. Steen                      Director                                     September 29, 1997
  -------------------------------------                                                                    
           Donald E. Steen
  6
  7
         THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
  the Plan Administrator has duly caused this Registration Statement to be signed
  on its behalf by the undersigned, thereunto duly authorized, in the City of
  Lewisville, State of Texas, on September 29, 1997.
  
                                         HORIZON HEALTH CORPORATION EMPLOYEES
                                         SAVINGS AND PROFIT SHARING PLAN
  
                                         By: Horizon Health Corporation, as Plan 
                                             Administrator
  
                                             By: /s/ James W. McAtee             
                                                ----------------------------------
                                                    Its: Executive Vice President 
                                                    ------------------------------
  
                                         7
  8
                                 INDEX TO EXHIBITS
  EXHIBIT
    NO.                  DESCRIPTION
  -------                -----------
  3.1           Amended and Restated Certificate of Incorporation of the
                Registrant, as amended (incorporated herein by reference to
                Exhibit 3.1 to the Registrant's Current Report on Form 8-K of the
                Registrant as filed with the Commission on August 25, 1997 (the
                "Form 8-K Filing").
  
  3.2           Bylaws of the Registrant, as amended (incorporated herein by
                reference to Exhibit 3.2 to Amendment No. 2 as filed with the
                Commission on February 16, 1995 to the Company's Registration
                Statement on Form S-1 as filed with the Commission on January 6,
                1995, Registration No. 33-88314).
  
  4.1           Specimen Common Stock Certificate (incorporated herein by
                reference to Exhibit 4.1 to the Form 8-K Filing).
  
  4.2           Rights Agreement dated as of February 6, 1997, between the
                Registrant and American Stock Transfer & Trust Company, as Rights
                Agent (incorporated herein by reference to Exhibit 4.1 to the
                Registration Statement on Form 8-A of the Registrant,
                Registration Number 000-22123, as filed with the Commission on
                February 7, 1997).
  
  4.3           Defined Contribution Master Plan and Trust Agreement and Adoption
                Agreement #011 Nonstandardized Code Section 401(k) Profit Sharing
                Plan between Horizon Health Corporation and Texas Commerce Bank
                National Association (filed herewith).
  
  4.4           Amendment No. 3 to Horizon Health Corporation Employees Savings
                and Profit Sharing Plan (filed herewith).
  
  5.1           Favorable determination letter issued by the Internal Revenue
                Service ("IRS") with respect to the Savings Plan on June 4, 1997
                (filed herewith).
  
  23.1          Consent of Price Waterhouse LLP (filed herewith).
  
  24.1          Power of Attorney (contained on signature page of this
                Registration Statement).