content: <PAGE>   1
   As filed with the Securities and Exchange Commission on September 26, 1997
                                                      Registration No.333-________
  
                       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.
                         1997 EXECUTIVE STOCK BONUS PLAN
                                _________________
  
                              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>
  COMMON STOCK,                   260,870         $5.18              $1,351,307            $409.49
  $0.001
  -------------------------------------------------------------------------------------------------------              
  </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 reports for the quarters ended
                  December 31, 1996, March 31, 1997 and June 30, 1997.
  
          (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 
  
  
  
  
                                        3
  
  <PAGE>   4
  
  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 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 high end of the estimated maximum offering
                                  range may be reflected in the form of a
                                  prospectus filed with the Commission pursuant 
  
  
  
                                        4
  
  <PAGE>   5
  
  
                                  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, 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 remain 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) or 15(d) of the Exchange Act (and, where
                          applicable, each filing of an employee benefit plan's
                          annual report pursuant to Section 15(d) of the Exchange
                          Act) that is incorporated by reference in 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.
  
  
  
  
                                        5
  
  <PAGE>   6
                                    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 September 23, 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/ Elena M Knight
                                               -----------------------------------
                                                    Elena M. Knight, Controller 
                                                    and Principal Accounting 
                                                    Officer
  
                                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 September 23, 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/ Peter Leach                Director
  --------------------------
  Peter Leach
  
  </TABLE>
  
  
  
  
                                        6
  <PAGE>   7
  
  
  <TABLE>
  <S>                            <C>
  /s/ Michael Smith              Director
  --------------------------
  Michael Smith, M.D.
  
  
  /s/ Mandell Sherman            Director
  --------------------------
  Mandell Sherman
  
  
  /s/ Robert DePalo              Director
  --------------------------
  Robert De Palo
  
  
  /s/ David Love                 Director
  --------------------------
  David Love
  </TABLE>
  
  
  
  
  
                                        7
  <PAGE>   8
  
  
                           AMERICAN HEALTHCHOICE, INC.
  
                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
  
  
  <TABLE>
  <CAPTION>                        
  --------------------------------------------------------------------------------------------------------------------
  Exhibit                                                  Incorporated Herein by                    Filed       
    No.            Description                                  Reference To                        Herewith     
    ---            -----------                                  ------------                        --------
  --------------------------------------------------------------------------------------------------------------------       
   <S>        <C>                                  <C>                                          <C>
    3.1       Certificate of                       Exhibit 4.1 of the Form SB-2 Registration
              Incorporation of American            Statement filed with the Commission on   
              HealthChoice, Inc.                   July 31, 1996 (SEC File No. 33-09311)    
  --------------------------------------------------------------------------------------------------------------------
    3.2       Bylaws of American                   Incorporated by reference to Exhibit     
              HealthChoice, Inc.                   3(ii) of Form 10-KSB filed for the fiscal
              (f/k/a Paudan, Inc.)                 year ended December 31, 1994             
  --------------------------------------------------------------------------------------------------------------------
    4.1       American HealthChoice, 
              Inc. 1997 Executive Stock 
              Bonus Plan                                                                            X
  --------------------------------------------------------------------------------------------------------------------
    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, P.C. (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": 24353}]
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": "333-36475", "film-number": "97686190"}, "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 September 26, 1997
                                                      Registration No.333-________
  
                       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.
                         1997 EXECUTIVE STOCK BONUS PLAN
                                _________________
  
                              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,                   260,870         $5.18              $1,351,307            $409.49
  $0.001
  -------------------------------------------------------------------------------------------------------
  (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 reports for the quarters ended
                  December 31, 1996, March 31, 1997 and June 30, 1997.
  
          (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 
  
                                        3
  4
  
  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 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 high end of the estimated maximum offering
                                  range may be reflected in the form of a
                                  prospectus filed with the Commission pursuant 
  
                                        4
  5
  
                                  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, 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 remain 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) or 15(d) of the Exchange Act (and, where
                          applicable, each filing of an employee benefit plan's
                          annual report pursuant to Section 15(d) of the Exchange
                          Act) that is incorporated by reference in 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.
  
                                        5
  6
                                    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 September 23, 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/ Elena M Knight
                                               -----------------------------------
                                                    Elena M. Knight, Controller 
                                                    and Principal Accounting 
                                                    Officer
  
                                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 September 23, 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/ Peter Leach                Director
  --------------------------
  Peter Leach
  6
  7
  /s/ Michael Smith              Director
  --------------------------
  Michael Smith, M.D.
  
  /s/ Mandell Sherman            Director
  --------------------------
  Mandell Sherman
  
  /s/ Robert DePalo              Director
  --------------------------
  Robert De Palo
  
  /s/ David Love                 Director
  --------------------------
  David Love
  7
  8
  
                           AMERICAN HEALTHCHOICE, INC.
  
                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
  --------------------------------------------------------------------------------------------------------------------
  Exhibit                                                  Incorporated Herein by                    Filed       
    No.            Description                                  Reference To                        Herewith     
    ---            -----------                                  ------------                        --------
  --------------------------------------------------------------------------------------------------------------------
  3.1       Certificate of                       Exhibit 4.1 of the Form SB-2 Registration
              Incorporation of American            Statement filed with the Commission on   
              HealthChoice, Inc.                   July 31, 1996 (SEC File No. 33-09311)    
  --------------------------------------------------------------------------------------------------------------------
    3.2       Bylaws of American                   Incorporated by reference to Exhibit     
              HealthChoice, Inc.                   3(ii) of Form 10-KSB filed for the fiscal
              (f/k/a Paudan, Inc.)                 year ended December 31, 1994             
  --------------------------------------------------------------------------------------------------------------------
    4.1       American HealthChoice, 
              Inc. 1997 Executive Stock 
              Bonus Plan                                                                            X
  --------------------------------------------------------------------------------------------------------------------
    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, P.C. (included in 
              Exhibit 5.1)                                                                           
  --------------------------------------------------------------------------------------------------------------------
   24.1       Power of Attorney                                                                 Included on 
                                                                                                Signature Page 
                                                                                                to the 
                                                                                                Registration Statement   
  --------------------------------------------------------------------------------------------------------------------