content: <PAGE>   1
     As filed with the Securities and Exchange Commission on April 29, 1997
                                                      Registration No. 33-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                  -----------------
  
                            AMERICAN HEALTHCHOICE, INC.
              (Exact name of the Company as specified in its charter)
  
  
          NEW YORK                                          11-2948752
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                            Identification No.)
  
                                  -----------------
  
                             1300 WEST WALNUT HILL LANE
                                     SUITE 275
                                IRVING, TEXAS 75038
                      (Address of principal executive offices)
  
                                  -----------------
  
                            AMERICAN HEALTHCHOICE, INC.
                            STOCK ISSUANCE TO CONSULTANT
  
                                  -----------------
  
                                DR. JOSEPH W. STUCKI
                            AMERICAN HEALTHChoice, INC.
                             1300 WEST WALNUT HILL LANE
                                     SUITE 275
                                IRVING, TEXAS 75038
                      (Name and address of agent for service)
  
                                   (972) 751-1900
           (Telephone number, including area code, of agent for service)
  
                                  With copies to:
  
                               RONALD L. BROWN, ESQ.
                           GLAST, PHILLIPS & MURRAY, P.C.
                            13355 NOEL ROAD, SUITE 2200
                                DALLAS, TEXAS 75240
                                   (972)419-8300
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM       PROPOSED MAXIMUM
   TITLE OF SECURITIES      AMOUNT OF BE        OFFERING PRICE       AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED      REGISTERED(1)         PER SHARE(2)           PRICE (1)(2)       REGISTRATION FEE(2)
  ------------------------------------------------------------------------------------------------------------
  <S>          <C>            <C>                   <C>                   <C>                    <C>
  COMMON STOCK, $0.001        200,000               $2.125                $425,000               $146.55
  ------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           as amended (the "Securities Act"), this Registration Statement also
           covers an indeterminate number of additional shares that may be
           issuable in connection with share splits, share dividends or similar
           transactions.
  (2)      Estimated pursuant to Rule 457(c) under the Securities Act, solely for
           the purpose of calculating the registration fee, based on the average
           of the bid and asked prices for the Company's common stock as reported
           within five business days prior to the date of this filing.
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION. *
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
  
           *The document(s) containing the information specified in Part 1 of
  Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
  promulgated by the Securities and Exchange Commission (the "Commission") under
  the Securities Act of 1933, as amended (the "Securities Act").  Such
  document(s) are not being filed with the Commission, but constitute (along with
  the documents incorporated by reference into the Registration Statement
  pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
  of Section 10(a) of the Act.
  
  
  
  
  
                                         2
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents previously or concurrently filed by American
  HealthChoice, Inc. (the "Company") with the Commission are hereby incorporated
  by reference into this Registration Statement:
  
           (a)     The Company's Annual Report on Form 10-KSB for the fiscal year
                   ended September 30, 1996 (the "Annual Report") filed by the
                   Company (SEC File No. 00-026740) under the Securities Exchange
                   Act of 1934, as amended (the "Exchange Act"), with the
                   Commission on January 16, 1996.
  
           (b)     The Company's Form 10-QSB for the quarter ended December 31,
                   1996.
  
           (c)     All other reports filed pursuant to Section 13(a) or 15(d) of
                   the Exchange Act since the end of the fiscal year covered by
                   the Annual Report referred to in (a) above.
  
           (d)     The description of the Company's Common Stock set forth under
                   the caption "Description of Securities" at page 24 of
                   the Company's Registration Statement on Form S-18, filed with
                   the Commission on August 21, 1989, which was incorporated by
                   reference into the Form-8A Registration Statement of the
                   Company filed September 11, 1995, is hereby incorporated by
                   reference.
  
           All documents subsequently filed by the Company with the Commission
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered hereby have been sold or which deregisters all securities them
  remaining unsold, shall be deemed incorporated by reference into this
  Registration Statement and to be a part thereof from the date of the filing of
  such documents.  Any statement contained in the documents incorporated, or
  deemed to be incorporated, by reference herein or therein shall be deemed to be
  modified or superseded for purposes of this Registration Statement and the
  prospectus which is a part hereof (the "Prospectus") to the extent that a
  statement contained herein or therein or in any other subsequently filed
  document which also is, or is deemed to be, incorporated by reference herein or
  therein modifies or supersedes such statement.  Any such statement so modified
  or superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement and the Prospectus.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           In accordance with the Business Corporation Law of the State of New
  York (the "Business Corporation Law"), Articles 9 and 10 of the Company's
  Certificate of Incorporation (the "Certificate provides that except as may
  otherwise be specifically provided in the Certificate, no provision of the
  Certificate is intended by the Company to be construed as limiting,
  prohibiting, denying, or abrogating any of the general or specific powers or
  rights conferred under the Business Corporation Law upon the Company, upon its
  shareholders, bondholders, and security holders, and upon its directors,
  officers, and other corporate personnel, including, in particular, the power of
  the Company to furnish indemnification to directors and officers in the
  capacities defined and prescribed by the Business Corporation Law and the
  defined and prescribed rights of said
  
  
  
  
  
                                         3
  <PAGE>   4
  persons to indemnification as the same are conferred by the Business
  Corporation Law.
  
           No director of the Company shall be personally liable to the Company
  or any of its shareholders for damages for any breach of duty in such capacity
  except if a judgment or other final adjudication adverse to him establishes
  that his acts or omissions were in bad faith or involved intentional misconduct
  or a knowing violation of the law, or that he personally gained in fact a
  financial profit or other advantage to which he was not legally entitled or
  that his acts violated Section 719 of the Business Corporation Law.
  
           Article V of the Company Bylaws further provides as follows:
  
  On the terms, to the extent, and subject to the conditions prescribed by
  statute, and by such rules and regulations, not inconsistent with statute, that
  the board may in its discretion impose in general or particular cases or
  classes or cases: (a) the Company shall indemnify any person made or threatened
  to be made a party to an action or proceeding, civil or criminal, including any
  action by or in the right of any other corporation of any type or kind,
  domestic or foreign, which any director or officer of the Company served in any
  capacity at the request of the Company, by reason of the fact that he, his
  testator or intestate, was a director of officer of the Company, or served such
  other corporation in any capacity, against judgments, fines, amounts paid in
  settlement and reasonable expenses, including attorneys' fees, actually and
  necessarily incurred as a result of such action or proceeding or any appeal
  therein, and (b) the Company may pay, in advance of final disposition of any
  such action or proceeding, expenses incurred by such person in defending such
  action or proceeding.  The Company shall indemnify and make advancements to any
  person made or threatened to be made a party to any such action or proceeding
  by reason of the fact that he, his testator or intestate, was an agent or
  employee (other than a director or an officer) of the Company or served another
  corporation at the request of the Company in any capacity, on the terms, to the
  extent and subject to the conditions prescribed by statute, and by any rules
  and regulations of the board which would have been applicable if he had been a
  director or officer of the Company.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           See the Exhibit Index following the signature page in this
  Registration Statement, which Exhibit Index is incorporated herein by
  reference.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The undersigned Company hereby undertakes:
  
                            (1)     To file, during any period in which offers or
                                    sales are being made, a post-effective
                                    amendment  to the Registration Statement to:
                                    (i) include any prospectus required by
                                    Section 10(a)(3) of the Securities Act; (ii)
                                    reflect in the prospectus any facts or events
                                    arising after the effective date of the
                                    Registration Statement which, individually or
                                    in the aggregate, represent a fundamental
                                    change in the information set forth in the
                                    Registration Statement and 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 a prospectus filed
                                    with the Commission pursuant to Rule 424(b)
                                    if, in the aggregate, the changes in volume
                                    and price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration" table in the effective
                                    registration statement; and (iii) 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 provisions (i) and (ii) of this
                                    undertaking are inapplicable if the
                                    information to be filed thereunder is
                                    contained in periodic reports filed by the
                                    Company pursuant to the Exchange Act that are
                                    incorporated by reference into the
                                    Registration Statement.
          
                            (2)     That, for the purpose of determining any
                                    liability under the Securities Act,
  
  
  
  
  
                                         4
  <PAGE>   5
                                    each such post-effective amendment shall be
                                    deemed to be a new registration statement
                                    relating to the securities offered therein,
                                    and the offering of such securities at that
                                    time shall be deemed to be the initial bona
                                    fide offering thereof.
  
                            (3)     To remove from registration by means of
                                    post-effective amendment any of the
                                    securities being registered which remains
                                    unsold at the termination of the offering.
  
                   (b)      Insofar as indemnification for liabilities arising
                            under the Securities Act may be permitted to
                            directors, officers and controlling persons of the
                            registrant pursuant to the foregoing provisions, or
                            otherwise, the Company has been advised that in the
                            opinion of the Commission such indemnification is
                            against public policy as expressed in the Securities
                            Act and is, therefore, unenforceable.  In the event
                            that a claim for indemnification against such
                            liabilities (other than the payment by the registrant
                            of expenses incurred or paid by a director, officer
                            or controlling person 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 Company
                            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 its is against public
                            policy as expressed in the Securities Act and will be
                            governed by the final adjudication of such issue.
  
                   (c)      The Company hereby undertakes that, for purposes of
                            determining any liability under the Securities Act,
                            each filing of the Company's annual report pursuant
                            to Section 13(a) of 15(d) of the Exchange Act (and,
                            where applicable, each filing of an employee benefit
                            plan's annual report pursuant to Section 15(d) of the
                            Exchange Act) that is incorporated by reference in
                            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.
          
  
  
                                     SIGNATURES
  
           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 Irving, State of Texas, on April 25, 1997.
  
                                     
                                     AMERICAN HEALTHCHOICE, INC.
                                     
                                     
                                     
                                     By:       /s/ Joseph W. Stucki              
                                        -----------------------------------------
                                           Joseph W. Stucki, D.C.
                                           President, Chief Executive Officer and
                                           Chairman of the Board of Directors
                                           (Principal Executive Officer)
                                        
                                        
                                        
                                     By:        /s/ Jay R. Stucki                
                                        -----------------------------------------
                                           Jay R. Stucki, Chief Financial Officer
                                        
                                        
                                     By:        /s/ Randy Johnson                
                                        -----------------------------------------
                                           Randy Johnson, Controller and
                                           Principal Accounting Officer
  
  
  
  
  
                                         5
  <PAGE>   6
  
                                 POWER OF ATTORNEY
  
           Know all men by these presents, that each person whose signature
  appears below constitutes and appoints Joseph W. Stucki, D.C., his true and
  lawful attorney-in-fact and agent, each will full power of substitution and re-
  substitution, for them and in their name, place and stead, in any and all
  capacities to sign any or all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibit thereto,
  and other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorney- in-fact and agent full power and
  authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as they might or could do in person, hereby ratifying and confirming
  all that said attorney-in-fact and agent, or any of the, or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by each of the following persons in the
  capacities indicated on the dates indicated below on April  4, 1997.
  
  <TABLE>
  <CAPTION>
           Signatures                                     Title
           ----------                                     -----
  <S>                                   <C>
     /s/ Joseph W. Stucki               President, Chief Executive Officer, and 
  --------------------------------      Chairman of the Board of Directors
  Joseph W. Stucki, D.C.                
                                  
                                  
     /s/ Jeffrey Jones                  Director
  --------------------------------              
  Jeffrey Jones, D.C.             
                                  
                                  
     /s/ James Roberts                  Director
  --------------------------------              
  James Roberts                   
                                  
                                  
     /s/ Michael Smith                  Director
  --------------------------------              
  Michael Smith, M.D.                     
  </TABLE>
  
  
  
  
  
                                         6
  <PAGE>   7
                            AMERICAN HEALTHCHOICE, INC.
  
                                   EXHIBIT INDEX
                                         TO
                          FORM S-8 REGISTRATION STATEMENT
  
  <TABLE>
  <CAPTION>
  Exhibit                                       Incorporated Herein by             Filed         Sequential
    No.              Description                     Reference To                Herewith         Page No.
    ---              -----------                     ------------                --------         --------
   <S>       <C>                          <C>                                 <C>                 <C>
    3.1      Certificate of               Exhibit 4.1 of the Form SB-2
             Incorporation of American    Registration Statement filed with
             HealthChoice, Inc.           the Commission on July 31, 1996
                                          (SEC File No. 33-09311)
  
    3.2      Bylaws of American           (Incorporated by reference to
             HealthChoice, Inc. (f/k/a    Exhibit 3(ii) of Form 10-KSB
             Paudan, Inc.)                filed for the fiscal year ended
                                          December 31, 1994)
    4.1      Consulting Agreement
             dated March 19, 1995                                                    X
             between Registrant and
             D & L Consultants, Ltd.
  
    5.1      Opinion of Glast,
             Phillips & Murray, P.C.                                                 X
  
   23.1      Consent of Hein +
             Associates, LLP                                                         X
  
   23.2      Consent of Glast, Phillips & 
             Murray (included in Exhibit
             5.1)
  
  
   24.1      Power of Attorney                                                Included on
                                                                              Signature Page
                                                                              to the
                                                                              Registration
                                                                              Statement
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23559}]
metadata_filer: {"company-data": {"conformed-name": "AMERICAN HEALTHCHOICE INC /NY/", "cik": "0000854862", "assigned-sic": "8011", "irs-number": "112948752", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26065", "film-number": "97589968"}, "business-address": {"street1": "1300 W WALNUT HILL LANE STE 275", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "2147511900"}, "mail-address": {"street1": "1300 W SALNUT HILL LANE STE 275", "city": "IRVING", "state": "TX", "zip": "75038"}, "former-company": {"former-conformed-name": "PAUDAN INC", "date-changed": "19920703"}}
text: 1
     As filed with the Securities and Exchange Commission on April 29, 1997
                                                      Registration No. 33-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                  -----------------
  
                            AMERICAN HEALTHCHOICE, INC.
              (Exact name of the Company as specified in its charter)
  
          NEW YORK                                          11-2948752
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                            Identification No.)
  
                                  -----------------
  
                             1300 WEST WALNUT HILL LANE
                                     SUITE 275
                                IRVING, TEXAS 75038
                      (Address of principal executive offices)
  
                                  -----------------
  
                            AMERICAN HEALTHCHOICE, INC.
                            STOCK ISSUANCE TO CONSULTANT
  
                                  -----------------
  
                                DR. JOSEPH W. STUCKI
                            AMERICAN HEALTHChoice, INC.
                             1300 WEST WALNUT HILL LANE
                                     SUITE 275
                                IRVING, TEXAS 75038
                      (Name and address of agent for service)
  
                                   (972) 751-1900
           (Telephone number, including area code, of agent for service)
  
                                  With copies to:
  
                               RONALD L. BROWN, ESQ.
                           GLAST, PHILLIPS & MURRAY, P.C.
                            13355 NOEL ROAD, SUITE 2200
                                DALLAS, TEXAS 75240
                                   (972)419-8300
  
                          CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM       PROPOSED MAXIMUM
   TITLE OF SECURITIES      AMOUNT OF BE        OFFERING PRICE       AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED      REGISTERED(1)         PER SHARE(2)           PRICE (1)(2)       REGISTRATION FEE(2)
  ------------------------------------------------------------------------------------------------------------
  COMMON STOCK, $0.001        200,000               $2.125                $425,000               $146.55
  ------------------------------------------------------------------------------------------------------------
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           as amended (the "Securities Act"), this Registration Statement also
           covers an indeterminate number of additional shares that may be
           issuable in connection with share splits, share dividends or similar
           transactions.
  (2)      Estimated pursuant to Rule 457(c) under the Securities Act, solely for
           the purpose of calculating the registration fee, based on the average
           of the bid and asked prices for the Company's common stock as reported
           within five business days prior to the date of this filing.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION. *
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
  
           *The document(s) containing the information specified in Part 1 of
  Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
  promulgated by the Securities and Exchange Commission (the "Commission") under
  the Securities Act of 1933, as amended (the "Securities Act").  Such
  document(s) are not being filed with the Commission, but constitute (along with
  the documents incorporated by reference into the Registration Statement
  pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
  of Section 10(a) of the Act.
  
                                         2
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents previously or concurrently filed by American
  HealthChoice, Inc. (the "Company") with the Commission are hereby incorporated
  by reference into this Registration Statement:
  
           (a)     The Company's Annual Report on Form 10-KSB for the fiscal year
                   ended September 30, 1996 (the "Annual Report") filed by the
                   Company (SEC File No. 00-026740) under the Securities Exchange
                   Act of 1934, as amended (the "Exchange Act"), with the
                   Commission on January 16, 1996.
  
           (b)     The Company's Form 10-QSB for the quarter ended December 31,
                   1996.
  
           (c)     All other reports filed pursuant to Section 13(a) or 15(d) of
                   the Exchange Act since the end of the fiscal year covered by
                   the Annual Report referred to in (a) above.
  
           (d)     The description of the Company's Common Stock set forth under
                   the caption "Description of Securities" at page 24 of
                   the Company's Registration Statement on Form S-18, filed with
                   the Commission on August 21, 1989, which was incorporated by
                   reference into the Form-8A Registration Statement of the
                   Company filed September 11, 1995, is hereby incorporated by
                   reference.
  
           All documents subsequently filed by the Company with the Commission
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered hereby have been sold or which deregisters all securities them
  remaining unsold, shall be deemed incorporated by reference into this
  Registration Statement and to be a part thereof from the date of the filing of
  such documents.  Any statement contained in the documents incorporated, or
  deemed to be incorporated, by reference herein or therein shall be deemed to be
  modified or superseded for purposes of this Registration Statement and the
  prospectus which is a part hereof (the "Prospectus") to the extent that a
  statement contained herein or therein or in any other subsequently filed
  document which also is, or is deemed to be, incorporated by reference herein or
  therein modifies or supersedes such statement.  Any such statement so modified
  or superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement and the Prospectus.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           In accordance with the Business Corporation Law of the State of New
  York (the "Business Corporation Law"), Articles 9 and 10 of the Company's
  Certificate of Incorporation (the "Certificate provides that except as may
  otherwise be specifically provided in the Certificate, no provision of the
  Certificate is intended by the Company to be construed as limiting,
  prohibiting, denying, or abrogating any of the general or specific powers or
  rights conferred under the Business Corporation Law upon the Company, upon its
  shareholders, bondholders, and security holders, and upon its directors,
  officers, and other corporate personnel, including, in particular, the power of
  the Company to furnish indemnification to directors and officers in the
  capacities defined and prescribed by the Business Corporation Law and the
  defined and prescribed rights of said
  
                                         3
  4
  persons to indemnification as the same are conferred by the Business
  Corporation Law.
  
           No director of the Company shall be personally liable to the Company
  or any of its shareholders for damages for any breach of duty in such capacity
  except if a judgment or other final adjudication adverse to him establishes
  that his acts or omissions were in bad faith or involved intentional misconduct
  or a knowing violation of the law, or that he personally gained in fact a
  financial profit or other advantage to which he was not legally entitled or
  that his acts violated Section 719 of the Business Corporation Law.
  
           Article V of the Company Bylaws further provides as follows:
  
  On the terms, to the extent, and subject to the conditions prescribed by
  statute, and by such rules and regulations, not inconsistent with statute, that
  the board may in its discretion impose in general or particular cases or
  classes or cases: (a) the Company shall indemnify any person made or threatened
  to be made a party to an action or proceeding, civil or criminal, including any
  action by or in the right of any other corporation of any type or kind,
  domestic or foreign, which any director or officer of the Company served in any
  capacity at the request of the Company, by reason of the fact that he, his
  testator or intestate, was a director of officer of the Company, or served such
  other corporation in any capacity, against judgments, fines, amounts paid in
  settlement and reasonable expenses, including attorneys' fees, actually and
  necessarily incurred as a result of such action or proceeding or any appeal
  therein, and (b) the Company may pay, in advance of final disposition of any
  such action or proceeding, expenses incurred by such person in defending such
  action or proceeding.  The Company shall indemnify and make advancements to any
  person made or threatened to be made a party to any such action or proceeding
  by reason of the fact that he, his testator or intestate, was an agent or
  employee (other than a director or an officer) of the Company or served another
  corporation at the request of the Company in any capacity, on the terms, to the
  extent and subject to the conditions prescribed by statute, and by any rules
  and regulations of the board which would have been applicable if he had been a
  director or officer of the Company.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           See the Exhibit Index following the signature page in this
  Registration Statement, which Exhibit Index is incorporated herein by
  reference.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The undersigned Company hereby undertakes:
  
                            (1)     To file, during any period in which offers or
                                    sales are being made, a post-effective
                                    amendment  to the Registration Statement to:
                                    (i) include any prospectus required by
                                    Section 10(a)(3) of the Securities Act; (ii)
                                    reflect in the prospectus any facts or events
                                    arising after the effective date of the
                                    Registration Statement which, individually or
                                    in the aggregate, represent a fundamental
                                    change in the information set forth in the
                                    Registration Statement and 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 a prospectus filed
                                    with the Commission pursuant to Rule 424(b)
                                    if, in the aggregate, the changes in volume
                                    and price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration" table in the effective
                                    registration statement; and (iii) 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 provisions (i) and (ii) of this
                                    undertaking are inapplicable if the
                                    information to be filed thereunder is
                                    contained in periodic reports filed by the
                                    Company pursuant to the Exchange Act that are
                                    incorporated by reference into the
                                    Registration Statement.
          
                            (2)     That, for the purpose of determining any
                                    liability under the Securities Act,
  
                                         4
  5
                                    each such post-effective amendment shall be
                                    deemed to be a new registration statement
                                    relating to the securities offered therein,
                                    and the offering of such securities at that
                                    time shall be deemed to be the initial bona
                                    fide offering thereof.
  
                            (3)     To remove from registration by means of
                                    post-effective amendment any of the
                                    securities being registered which remains
                                    unsold at the termination of the offering.
  
                   (b)      Insofar as indemnification for liabilities arising
                            under the Securities Act may be permitted to
                            directors, officers and controlling persons of the
                            registrant pursuant to the foregoing provisions, or
                            otherwise, the Company has been advised that in the
                            opinion of the Commission such indemnification is
                            against public policy as expressed in the Securities
                            Act and is, therefore, unenforceable.  In the event
                            that a claim for indemnification against such
                            liabilities (other than the payment by the registrant
                            of expenses incurred or paid by a director, officer
                            or controlling person 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 Company
                            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 its is against public
                            policy as expressed in the Securities Act and will be
                            governed by the final adjudication of such issue.
  
                   (c)      The Company hereby undertakes that, for purposes of
                            determining any liability under the Securities Act,
                            each filing of the Company's annual report pursuant
                            to Section 13(a) of 15(d) of the Exchange Act (and,
                            where applicable, each filing of an employee benefit
                            plan's annual report pursuant to Section 15(d) of the
                            Exchange Act) that is incorporated by reference in
                            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.
          
  
                                     SIGNATURES
  
           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 Irving, State of Texas, on April 25, 1997.
  
                                     
                                     AMERICAN HEALTHCHOICE, INC.
                                     
                                     
                                     
                                     By:       /s/ Joseph W. Stucki              
                                        -----------------------------------------
                                           Joseph W. Stucki, D.C.
                                           President, Chief Executive Officer and
                                           Chairman of the Board of Directors
                                           (Principal Executive Officer)
                                        
                                        
                                        
                                     By:        /s/ Jay R. Stucki                
                                        -----------------------------------------
                                           Jay R. Stucki, Chief Financial Officer
                                        
                                        
                                     By:        /s/ Randy Johnson                
                                        -----------------------------------------
                                           Randy Johnson, Controller and
                                           Principal Accounting Officer
  
                                         5
  6
  
                                 POWER OF ATTORNEY
  
           Know all men by these presents, that each person whose signature
  appears below constitutes and appoints Joseph W. Stucki, D.C., his true and
  lawful attorney-in-fact and agent, each will full power of substitution and re-
  substitution, for them and in their name, place and stead, in any and all
  capacities to sign any or all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibit thereto,
  and other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorney- in-fact and agent full power and
  authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as they might or could do in person, hereby ratifying and confirming
  all that said attorney-in-fact and agent, or any of the, or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by each of the following persons in the
  capacities indicated on the dates indicated below on April  4, 1997.
  Signatures                                     Title
           ----------                                     -----
  /s/ Joseph W. Stucki               President, Chief Executive Officer, and 
  --------------------------------      Chairman of the Board of Directors
  Joseph W. Stucki, D.C.                
                                  
                                  
     /s/ Jeffrey Jones                  Director
  --------------------------------              
  Jeffrey Jones, D.C.             
                                  
                                  
     /s/ James Roberts                  Director
  --------------------------------              
  James Roberts                   
                                  
                                  
     /s/ Michael Smith                  Director
  --------------------------------              
  Michael Smith, M.D.
  6
  7
                            AMERICAN HEALTHCHOICE, INC.
  
                                   EXHIBIT INDEX
                                         TO
                          FORM S-8 REGISTRATION STATEMENT
  Exhibit                                       Incorporated Herein by             Filed         Sequential
    No.              Description                     Reference To                Herewith         Page No.
    ---              -----------                     ------------                --------         --------
  3.1      Certificate of               Exhibit 4.1 of the Form SB-2
             Incorporation of American    Registration Statement filed with
             HealthChoice, Inc.           the Commission on July 31, 1996
                                          (SEC File No. 33-09311)
  
    3.2      Bylaws of American           (Incorporated by reference to
             HealthChoice, Inc. (f/k/a    Exhibit 3(ii) of Form 10-KSB
             Paudan, Inc.)                filed for the fiscal year ended
                                          December 31, 1994)
    4.1      Consulting Agreement
             dated March 19, 1995                                                    X
             between Registrant and
             D & L Consultants, Ltd.
  
    5.1      Opinion of Glast,
             Phillips & Murray, P.C.                                                 X
  
   23.1      Consent of Hein +
             Associates, LLP                                                         X
  
   23.2      Consent of Glast, Phillips & 
             Murray (included in Exhibit
             5.1)
  
   24.1      Power of Attorney                                                Included on
                                                                              Signature Page
                                                                              to the
                                                                              Registration
                                                                              Statement