content: <PAGE>   1
  
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ___________, 1997
                                                        REGISTRATION NO. 333-____
  
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                          GULF SOUTH MEDICAL SUPPLY, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
                DELAWARE                                      64-0831411
    (State or Other Jurisdiction of                        (I.R.S. Employer 
    Incorporation or Organization)                        Identification No.)
  
  
                                ONE WOODGREEN PLACE
                             MADISON, MISSISSIPPI 39110
                (Address of Principal Executive Offices) (Zip Code)
  
                               ---------------------
  
                          GULF SOUTH MEDICAL SUPPLY, INC.
                                  1997 STOCK PLAN
                              (Full Title of the Plan)
  
                               ---------------------
  
                                  THOMAS G. HIXON
                          GULF SOUTH MEDICAL SUPPLY, INC.
                                ONE WOODGREEN PLACE
                             MADISON, MISSISSIPPI 39110
                      (Name and Address of Agent For Service)
  
                                    601-856-5900
           (Telephone Number, Including Area Code, of Agent For Service)
  
                               ---------------------
  
                                      Copy to:
  
                            WILLIAM B. ASHER, JR., ESQ.
                          TESTA, HURWITZ & THIBEAULT, LLP
                                 HIGH STREET TOWER
                                  125 HIGH STREET
                            BOSTON, MASSACHUSETTS 02110
  
  
  ===============================================================================
  
  
  <PAGE>   2
  
  
  
  
  ===============================================================================
  
                          CALCULATION OF REGISTRATION FEE
  
  ===============================================================================
  
  
  
  <TABLE>
  <CAPTION>
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
  TITLE OF SECURITIES     AMOUNT TO BE        OFFERING PRICE PER    AGGREGATE OFFERING       AMOUNT OF
   TO BE REGISTERED       REGISTERED                SHARE                 PRICE           REGISTRATION FEE
  -------------------   ---------------       ------------------    ------------------    ----------------
  <S>                   <C>                      <C>                  <C>                     <C>
  Common Stock, $.01     245,000 shares           $20.49(1)            $ 5,020,050            $1,522
  par value              605,000 shares           $19.25(2)            $11,646,250            $3,530
  
   
                  Total  850,000
                         =======
  </TABLE>
  
  ===============================================================================
  
       (1)  All shares are issuable upon the exercise of outstanding options with
  fixed exercise prices.  Pursuant to Regulation C, Rule 457(h)(1) under the
  Securities Act of 1933, the aggregate offering price and the fee have been
  computed upon the basis of the price at which the options may be exercised.
  
       (2)  None of such shares are subject to outstanding options.  The exercise
  price of such options shall be determined at the time of grant.  Accordingly,
  pursuant to Rule 457(c) and (h)(1), the price of $19.25 per share, which is
  the average of the high and low prices reported on the Nasdaq National Market
  on July 2, 1997, is set forth solely for purposes of calculating the filing
  fee.
  
  
  
                                       - 2 -
  
  
  
  
  
  <PAGE>   3
  f
  
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance
  with the rules and regulations of the Commission and the instructions to Form
  S-8, such documents are not being filed with the Commission either as part of
  this Registration Statement or as prospectuses or prospectus supplements
  pursuant to Rule 424.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by the Registrant with the Commission
  pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
  incorporated in this Registration Statement by reference as of their
  respective dates:
  
        (a) The Registrant's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1996 filed pursuant to the Exchange Act which
        contains audited financial statements for the fiscal year ended
        December 31, 1996.
  
        (b) The Registrant's Current Report on Form 8-K dated December 26,
        1996, filed on January 9, 1997.
  
        (c) Amendment No. 1 to the Registrant's Current Report on Form 8-K
        dated December 26, 1996, filed on March 11, 1997.
  
        (d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
        quarter ended March 31, 1997 filed with the Commission on May 14, 1997.
  
        (e) The section entitled "Description of Registrant's Securities to be
        Registered" contained in the Registrant's Registration Statement on
        Form 8-A filed pursuant to Section 12(g) of the Exchange Act and
        declared effective March 24, 1994, including any amendment or reports
        filed for the purpose of updating such description.
  
  
  
  
  
                                       - 3 -
  
  
  <PAGE>   4
  
  
  
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part thereof from the date of filing of such
  documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Delaware General Corporation Law and the Registrant's Charter and
  by-laws provide for indemnification of the Registrant's directors and officers
  or liabilities and expenses that they may incur in such capacities.  In
  general, directors and officers are indemnified with respect to actions taken
  in good faith in a manner reasonably believed to be in, or not opposed to, the
  best interests of the Registrant, and with respect to any criminal action or
  proceeding, actions that the indemnitee had no reasonable cause to believe were
  unlawful.  Reference is made to the Registrant's charter and by-laws filed as
  exhibits 3.1 and 3.2 to the Registrant's Registration Statement No. 33-75170 on
  Form S-1, as amended, respectively.
  
           The Registrant maintains directors and officers liability insurance for
  the benefit of its directors and certain of its officers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
  
  
  
                                       - 4 -
  
  <PAGE>   5
  
  
  
  
  
  ITEM 8.  EXHIBITS.
  
  
  Exhibit No.  Description of Exhibit
  -----------  ----------------------
  
   4.1         Amended and Restated Certificate of Incorporation of the
               Registrant (Incorporated by reference to Exhibit 3.1 to the
               Registrant's Registration Statement on Form S-1, No. 33-75170.).
  
   4.2         Amended and Restated By-Laws of the Registrant (Incorporated by
               reference to Exhibit 3.2 to the Registrant's Registration
               Statement on Form S-1, No. 33-75170.).
  
   4.3         Specimen Stock Certificate representing the Common Stock of the
               Registrant (Incorporated by reference to Exhibit 4.1 to the
               Registrant's Registration Statement on Form S-1, No. 33-75170.).
  
   4.4         1997 Stock Plan (Incorporated by reference to Exhibit 10.9 to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1996.).
  
   4.5         Form of the Registrant's Incentive Stock Option Agreement under
               the 1997 Stock Plan (Incorporated by reference to Exhibit 10.10 to
               the Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996.).
  
   4.6         Form of the Registrant's Non-Qualified Stock Option Agreement
               under the 1997 Stock Plan (Incorporated by reference to Exhibit
               10.11 to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996.).
  
   5.1         Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1         Consent of Ernst & Young LLP
  
  23.2         Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
               5.1)
  
  24.1         Power of Attorney (found on Page 8 of this Registration Statement)
  
  
  
  
  
  
                                       - 5 -
  
  
  <PAGE>   6
  
  
  
  
  
  ITEM 9.  UNDERTAKINGS.
  
        (a) The undersigned Registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:
  
                    (i) To include any prospectus required by Section 10(a)(3)
                    of the Securities Act of 1933;
  
                    (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in the
                    Registration Statement.  Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if
                    the total dollar value of securities offered would not
                    exceed that which was registered) and any deviation from
                    the low or high and 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 20
                    percent change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective Registration Statement;
  
                    (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;
  
              (2) That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
              be deemed to be a new Registration Statement relating to the
              securities offered therein, and the offering of such securities
              at that time shall be deemed to be the initial bona fide offering
              thereof.
  
              (3) To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.
  
        (b) The undersigned Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing
        of the Registrant's annual report pursuant to Section 13(a) or Section
        15(d) of the Securities Exchange Act of 1934 (and, where applicable,
        each filing of an employee benefit plan's annual report pursuant to
        Section 15(d) of the Securities Exchange Act of 1934) that is
        incorporated by reference in the Registration Statement shall be deemed
        to be a new Registration Statement relating to the securities offered
        therein, and the offering of such securities at that time shall be
        deemed to be the initial bona fide offering thereof.
  
  
  
  
  
                                       - 6 -
  
  <PAGE>   7
  
  
  
  
  
        (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 Securities and Exchange 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.
  
  
  
  
  
                                       - 7 -
  
  
  <PAGE>   8
  
  
  
  
                                     SIGNATURES
  
       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 Madison, state of Mississippi, on this 8th day of
  June, 1997.
  
                                      GULF SOUTH MEDICAL SUPPLY, INC.
  
  
                                      By:  /s/ THOMAS G. HIXON
                                          ---------------------------------------
                                           Thomas G. Hixon
                                           President and Chief Executive Officer
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       EACH PERSON WHOSE SIGNATURE appears below this Registration Statement
  hereby constitutes and appoints Thomas G. Hixon and Guy W. Edwards and 
  each of them, with full power to act without the other, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead in any and all capacities (until
  revoked in writing) to sign all amendments (including post-effective
  amendments) to this Registration Statement on Form S-8 of Gulf South Medical
  Supply, Inc., and to file the same, with all exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary fully to all intents and purposes as he might or could do in person
  thereby ratifying and confirming all that said attorneys-in-fact and agents or
  any of them, or their or his substitute, 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 below by the following persons in the
  capacities and on the dates indicated.
  
  
  <TABLE>
   <S>                        <C>                                 <C>
        Signature             Title(s)                            Date
        ---------             --------                            ----
  
   /s/ THOMAS G. HIXON        President, Chief Executive Officer  June 8, 1997
   -------------------------  and Chairman of the Board          
   Thomas G. Hixon            (principal executive officer)
                              
  
  
   /s/ JOHN L. VAUGHAN, JR.   Vice President Finance and          June 8, 1997
   -------------------------  Controller                          
   John L. Vaughan, Jr.       (principal financial and
                              accounting officer)
  
  
                              Director                                  , 1997
   -------------------------                                      ------   
   Guy W. Edwards  
  
  
   /s/ DAVID L. BOGETZ        Director                            June 8, 1997
   -------------------------                                     
   David L. Bogetz
  
  
   /s/ MELVIN L. HECKTMAN     Director                            June 8, 1997
   -------------------------                                      
   Melvin L. Hecktman
  
  
   /s/ WILLIAM W. MCINNES     Director                            June 8, 1997
   -------------------------                                      
   William W. McInnes
  </TABLE>
  
  
  
  
  
                                       - 8 -
  
  
  
  
  
  <PAGE>   9
  
  
  
  
                                   EXHIBIT INDEX
  
  
  
  Exhibit No.  Description of Exhibit
  -----------  ----------------------
  
  4.1          Amended and Restated Certificate of Incorporation of the
               Registrant (Incorporated by reference to Exhibit 3.1 to the
               Registrant's Registration Statement on Form S-1, No. 33-75170.).
  
  4.2          Amended and Restated By-Laws of the Registrant (Incorporated by
               reference to Exhibit 3.2 to the Registrant's Registration
               Statement on Form S-1, No. 33-75170.).
  
  4.3          Specimen Stock Certificate representing the Common Stock of the
               Registrant (Incorporated by reference to Exhibit 4.1 to the
               Registrant's Registration Statement on Form S-1, No. 33-75170.).
  
  4.4          1997 Stock Plan (Incorporated by reference to Exhibit 10.9 to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1996.).
  
  4.5          Form of the Registrant's Incentive Stock Option Agreement under
               the 1997 Stock Plan (Incorporated by reference to Exhibit 10.10 to
               the Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996.).
  
  4.6          Form of the Registrant's Non-Qualified Stock Option Agreement
               under the 1997 Stock Plan (Incorporated by reference to Exhibit
               10.11 to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996.).
  
  5.1          Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1         Consent of Ernst & Young LLP
  
  23.2         Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
               5.1)
  
  24.1         Power of Attorney (found on Page 8 of this Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19921}]
metadata_filer: {"company-data": {"conformed-name": "GULF SOUTH MEDICAL SUPPLY INC", "cik": "0000889885", "assigned-sic": "5047", "irs-number": "640831411", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30891", "film-number": "97637470"}, "business-address": {"street1": "426 CHRISTINE DR", "city": "RIDGELAND", "state": "MS", "zip": "39157", "phone": "6018565900"}, "mail-address": {"street1": "426 CHRISTINE DR", "city": "RIDGELAND", "state": "MS", "zip": "39157"}}
text: 1
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ___________, 1997
                                                        REGISTRATION NO. 333-____
  
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                          GULF SOUTH MEDICAL SUPPLY, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
                DELAWARE                                      64-0831411
    (State or Other Jurisdiction of                        (I.R.S. Employer 
    Incorporation or Organization)                        Identification No.)
  
                                ONE WOODGREEN PLACE
                             MADISON, MISSISSIPPI 39110
                (Address of Principal Executive Offices) (Zip Code)
  
                               ---------------------
  
                          GULF SOUTH MEDICAL SUPPLY, INC.
                                  1997 STOCK PLAN
                              (Full Title of the Plan)
  
                               ---------------------
  
                                  THOMAS G. HIXON
                          GULF SOUTH MEDICAL SUPPLY, INC.
                                ONE WOODGREEN PLACE
                             MADISON, MISSISSIPPI 39110
                      (Name and Address of Agent For Service)
  
                                    601-856-5900
           (Telephone Number, Including Area Code, of Agent For Service)
  
                               ---------------------
  
                                      Copy to:
  
                            WILLIAM B. ASHER, JR., ESQ.
                          TESTA, HURWITZ & THIBEAULT, LLP
                                 HIGH STREET TOWER
                                  125 HIGH STREET
                            BOSTON, MASSACHUSETTS 02110
  
  ===============================================================================
  2
  
  ===============================================================================
  
                          CALCULATION OF REGISTRATION FEE
  
  ===============================================================================
  PROPOSED MAXIMUM      PROPOSED MAXIMUM
  TITLE OF SECURITIES     AMOUNT TO BE        OFFERING PRICE PER    AGGREGATE OFFERING       AMOUNT OF
   TO BE REGISTERED       REGISTERED                SHARE                 PRICE           REGISTRATION FEE
  -------------------   ---------------       ------------------    ------------------    ----------------
  Common Stock, $.01     245,000 shares           $20.49(1)            $ 5,020,050            $1,522
  par value              605,000 shares           $19.25(2)            $11,646,250            $3,530
  
   
                  Total  850,000
                         =======
  ===============================================================================
  
       (1)  All shares are issuable upon the exercise of outstanding options with
  fixed exercise prices.  Pursuant to Regulation C, Rule 457(h)(1) under the
  Securities Act of 1933, the aggregate offering price and the fee have been
  computed upon the basis of the price at which the options may be exercised.
  
       (2)  None of such shares are subject to outstanding options.  The exercise
  price of such options shall be determined at the time of grant.  Accordingly,
  pursuant to Rule 457(c) and (h)(1), the price of $19.25 per share, which is
  the average of the high and low prices reported on the Nasdaq National Market
  on July 2, 1997, is set forth solely for purposes of calculating the filing
  fee.
  
                                       - 2 -
  3
  f
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance
  with the rules and regulations of the Commission and the instructions to Form
  S-8, such documents are not being filed with the Commission either as part of
  this Registration Statement or as prospectuses or prospectus supplements
  pursuant to Rule 424.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by the Registrant with the Commission
  pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
  incorporated in this Registration Statement by reference as of their
  respective dates:
  
        (a) The Registrant's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1996 filed pursuant to the Exchange Act which
        contains audited financial statements for the fiscal year ended
        December 31, 1996.
  
        (b) The Registrant's Current Report on Form 8-K dated December 26,
        1996, filed on January 9, 1997.
  
        (c) Amendment No. 1 to the Registrant's Current Report on Form 8-K
        dated December 26, 1996, filed on March 11, 1997.
  
        (d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
        quarter ended March 31, 1997 filed with the Commission on May 14, 1997.
  
        (e) The section entitled "Description of Registrant's Securities to be
        Registered" contained in the Registrant's Registration Statement on
        Form 8-A filed pursuant to Section 12(g) of the Exchange Act and
        declared effective March 24, 1994, including any amendment or reports
        filed for the purpose of updating such description.
  
                                       - 3 -
  4
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part thereof from the date of filing of such
  documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Delaware General Corporation Law and the Registrant's Charter and
  by-laws provide for indemnification of the Registrant's directors and officers
  or liabilities and expenses that they may incur in such capacities.  In
  general, directors and officers are indemnified with respect to actions taken
  in good faith in a manner reasonably believed to be in, or not opposed to, the
  best interests of the Registrant, and with respect to any criminal action or
  proceeding, actions that the indemnitee had no reasonable cause to believe were
  unlawful.  Reference is made to the Registrant's charter and by-laws filed as
  exhibits 3.1 and 3.2 to the Registrant's Registration Statement No. 33-75170 on
  Form S-1, as amended, respectively.
  
           The Registrant maintains directors and officers liability insurance for
  the benefit of its directors and certain of its officers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
                                       - 4 -
  5
  
  ITEM 8.  EXHIBITS.
  
  Exhibit No.  Description of Exhibit
  -----------  ----------------------
  
   4.1         Amended and Restated Certificate of Incorporation of the
               Registrant (Incorporated by reference to Exhibit 3.1 to the
               Registrant's Registration Statement on Form S-1, No. 33-75170.).
  
   4.2         Amended and Restated By-Laws of the Registrant (Incorporated by
               reference to Exhibit 3.2 to the Registrant's Registration
               Statement on Form S-1, No. 33-75170.).
  
   4.3         Specimen Stock Certificate representing the Common Stock of the
               Registrant (Incorporated by reference to Exhibit 4.1 to the
               Registrant's Registration Statement on Form S-1, No. 33-75170.).
  
   4.4         1997 Stock Plan (Incorporated by reference to Exhibit 10.9 to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1996.).
  
   4.5         Form of the Registrant's Incentive Stock Option Agreement under
               the 1997 Stock Plan (Incorporated by reference to Exhibit 10.10 to
               the Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996.).
  
   4.6         Form of the Registrant's Non-Qualified Stock Option Agreement
               under the 1997 Stock Plan (Incorporated by reference to Exhibit
               10.11 to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996.).
  
   5.1         Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1         Consent of Ernst & Young LLP
  
  23.2         Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
               5.1)
  
  24.1         Power of Attorney (found on Page 8 of this Registration Statement)
  
                                       - 5 -
  6
  
  ITEM 9.  UNDERTAKINGS.
  
        (a) The undersigned Registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:
  
                    (i) To include any prospectus required by Section 10(a)(3)
                    of the Securities Act of 1933;
  
                    (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in the
                    Registration Statement.  Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if
                    the total dollar value of securities offered would not
                    exceed that which was registered) and any deviation from
                    the low or high and 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 20
                    percent change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective Registration Statement;
  
                    (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;
  
              (2) That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
              be deemed to be a new Registration Statement relating to the
              securities offered therein, and the offering of such securities
              at that time shall be deemed to be the initial bona fide offering
              thereof.
  
              (3) To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.
  
        (b) The undersigned Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing
        of the Registrant's annual report pursuant to Section 13(a) or Section
        15(d) of the Securities Exchange Act of 1934 (and, where applicable,
        each filing of an employee benefit plan's annual report pursuant to
        Section 15(d) of the Securities Exchange Act of 1934) that is
        incorporated by reference in the Registration Statement shall be deemed
        to be a new Registration Statement relating to the securities offered
        therein, and the offering of such securities at that time shall be
        deemed to be the initial bona fide offering thereof.
  
                                       - 6 -
  7
  
        (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 Securities and Exchange 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.
  
                                       - 7 -
  8
  
                                     SIGNATURES
  
       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 Madison, state of Mississippi, on this 8th day of
  June, 1997.
  
                                      GULF SOUTH MEDICAL SUPPLY, INC.
  
                                      By:  /s/ THOMAS G. HIXON
                                          ---------------------------------------
                                           Thomas G. Hixon
                                           President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       EACH PERSON WHOSE SIGNATURE appears below this Registration Statement
  hereby constitutes and appoints Thomas G. Hixon and Guy W. Edwards and 
  each of them, with full power to act without the other, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead in any and all capacities (until
  revoked in writing) to sign all amendments (including post-effective
  amendments) to this Registration Statement on Form S-8 of Gulf South Medical
  Supply, Inc., and to file the same, with all exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary fully to all intents and purposes as he might or could do in person
  thereby ratifying and confirming all that said attorneys-in-fact and agents or
  any of them, or their or his substitute, 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 below by the following persons in the
  capacities and on the dates indicated.
  Signature             Title(s)                            Date
        ---------             --------                            ----
  
   /s/ THOMAS G. HIXON        President, Chief Executive Officer  June 8, 1997
   -------------------------  and Chairman of the Board          
   Thomas G. Hixon            (principal executive officer)
                              
  
   /s/ JOHN L. VAUGHAN, JR.   Vice President Finance and          June 8, 1997
   -------------------------  Controller                          
   John L. Vaughan, Jr.       (principal financial and
                              accounting officer)
  
                              Director                                  , 1997
   -------------------------                                      ------   
   Guy W. Edwards  
  
   /s/ DAVID L. BOGETZ        Director                            June 8, 1997
   -------------------------                                     
   David L. Bogetz
  
   /s/ MELVIN L. HECKTMAN     Director                            June 8, 1997
   -------------------------                                      
   Melvin L. Hecktman
  
   /s/ WILLIAM W. MCINNES     Director                            June 8, 1997
   -------------------------                                      
   William W. McInnes
  - 8 -
  9
  
                                   EXHIBIT INDEX
  
  Exhibit No.  Description of Exhibit
  -----------  ----------------------
  
  4.1          Amended and Restated Certificate of Incorporation of the
               Registrant (Incorporated by reference to Exhibit 3.1 to the
               Registrant's Registration Statement on Form S-1, No. 33-75170.).
  
  4.2          Amended and Restated By-Laws of the Registrant (Incorporated by
               reference to Exhibit 3.2 to the Registrant's Registration
               Statement on Form S-1, No. 33-75170.).
  
  4.3          Specimen Stock Certificate representing the Common Stock of the
               Registrant (Incorporated by reference to Exhibit 4.1 to the
               Registrant's Registration Statement on Form S-1, No. 33-75170.).
  
  4.4          1997 Stock Plan (Incorporated by reference to Exhibit 10.9 to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1996.).
  
  4.5          Form of the Registrant's Incentive Stock Option Agreement under
               the 1997 Stock Plan (Incorporated by reference to Exhibit 10.10 to
               the Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996.).
  
  4.6          Form of the Registrant's Non-Qualified Stock Option Agreement
               under the 1997 Stock Plan (Incorporated by reference to Exhibit
               10.11 to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996.).
  
  5.1          Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1         Consent of Ernst & Young LLP
  
  23.2         Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
               5.1)
  
  24.1         Power of Attorney (found on Page 8 of this Registration Statement)