content: <PAGE>   1
   
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
   
                                                 REGISTRATION NO. 333-
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
   
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                              ------------------------
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ------------------------
                            CORAM HEALTHCARE CORPORATION
                 (Exact name of registrant as specified in charter)
   
  <TABLE>
  <S>                                            <C>
                     DELAWARE                                      33-0615337
         (State or other jurisdiction of                        (I.R.S. Employer
          incorporation or organization)                      Identification No.)
           1125 17TH STREET, SUITE 2100
                 DENVER, COLORADO                                    80202
     (Address of Principal Executive Offices)                      (Zip Code)
  </TABLE>
   
                              ------------------------
                            CORAM HEALTHCARE CORPORATION
                       1994 STOCK OPTION/STOCK ISSUANCE PLAN
                              (Full title of the plan)
   
                                  RICHARD M. SMITH
                       CHIEF EXECUTIVE OFFICER AND PRESIDENT
                            CORAM HEALTHCARE CORPORATION
                            1125 17TH STREET, SUITE 2100
                               DENVER, COLORADO 80202
                      (Name and address of agent for service)
   
                                   (303) 292-4973
           (Telephone number, including area code, of agent for service)
                              ------------------------
                          CALCULATION OF REGISTRATION FEE
   
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------------------------------------
  ----------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED                 PROPOSED
                                                        MAXIMUM                  MAXIMUM
   TITLE OF SECURITIES        AMOUNT TO BE           OFFERING PRICE             AGGREGATE               AMOUNT OF
    TO BE REGISTERED           REGISTERED             PER SHARE(1)          OFFERING PRICE(1)        REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
  <S>                    <C>                    <C>                      <C>                      <C>
  Common Stock, $.001
    par value..........       2,400,000(2)              $1.96875                $4,725,000              $1,313.55
  ----------------------------------------------------------------------------------------------------------------------
  ----------------------------------------------------------------------------------------------------------------------
  </TABLE>
   
  (1) Estimated solely for the purpose of calculating the amount of the
      registration fee in accordance with Rule 457 under the Securities Act of
      1933, as amended. The Proposed Maximum Offering Price Per Share and the
      Proposed Maximum Aggregate Offering Price are based on the average of the
      high and low prices as reported by the New York Stock Exchange on April 27,
      1999 of $1.96875 per share with respect to the 2,400,000 shares issuable
      upon exercise of options to purchase shares of the Registrant's Common Stock
      to be granted under the Registrant's 1994 Stock Option/Stock Issuance Plan.
   
  (2) This Registration Statement also covers any additional shares of Common
      Stock which become issuable with respect to shares of Common Stock issued or
      issuable upon exercise of options granted under the Registrant's 1994 Stock
      Option/Stock Issuance Plan by reason of any stock dividend, stock split,
      recapitalization or other similar transaction effected without the receipt
      of consideration which results in an increase in the number of the
      Registrant's outstanding shares of Common Stock.
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  <PAGE>   2
   
                             INCORPORATION BY REFERENCE
   
  REGISTRATION OF ADDITIONAL SECURITIES.
   
       Pursuant to General Instruction E (Registration of Additional Securities)
  of Form S-8, Coram Healthcare Corporation (the "Registrant") hereby incorporates
  by reference into this Registration Statement the following documents previously
  filed with the Securities and Exchange Commission (the "Commission"):
   
       (a) The Registrant's Registration Statement filed on Form S-8, Registration
           Number 033-55657, with the Commission on September 28, 1994 and
           declared effective on October 17, 1994.
   
       (b) The Registrant's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1998, filed with the Commission on March 31, 1999.
   
       (c) Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for
           the fiscal year ended December 31, 1998, filed with the Commission on
           April 30, 1999.
   
       (d) The Registrant's Current Report on Form 8-K, filed with the Commission
           on April 19, 1999.
   
       In addition, all documents filed by the Company with the Commission
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
  to the date of this Registration Statement, and prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference into this Registration Statement and to be a
  part hereof from the date of the filing of such documents with the Commission.
   
                                          2
  <PAGE>   3
   
              PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
   
  ITEM 8. EXHIBITS
   
  <TABLE>
  <CAPTION>
          EXHIBIT
          -------
  <C>                        <S>
              5              -- Opinion and Consent of Paul, Hastings, Janofsky & Walker
                                LLP.
             23.1            -- Consent of Independent Auditors -- Ernst & Young LLP.
             23.2            -- Consent of Paul, Hastings, Janofsky & Walker LLP is
                                contained in Exhibit 5.
             24              -- Power of Attorney. Reference is made to pages 4 and 5 of
                                this Registration Statement.
  </TABLE>
   
                                          3
  <PAGE>   4
   
                                     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 Denver, State of Colorado, on April 30, 1999.
   
                                              CORAM HEALTHCARE CORPORATION,
                                              a Delaware corporation
   
                                              By:    /s/ RICHARD M. SMITH
                                                ----------------------------------
                                                         Richard M. Smith
                                                   Chief Executive Officer and
                                                             President
   
                                              By:    /s/ WENDY L. SIMPSON
                                                ----------------------------------
                                                         Wendy L. Simpson
                                                   Executive Vice President and
                                                     Chief Financial Officer
   
                                 POWER OF ATTORNEY
   
       KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
  of Coram Healthcare Corporation, a Delaware corporation, do hereby constitute
  and appoint Richard M. Smith and Wendy L. Simpson, and each of them, the lawful
  attorneys and agents, with full power and authority to do any and all acts and
  things and to execute any and all instruments which said attorneys and agents,
  and any one of them, determine may be necessary or advisable or required to
  enable said corporation to comply with the Securities Act of 1933, as amended,
  and any rules or regulations or requirements of the Commission in connection
  with this Registration Statement. Without limiting the generality of the
  foregoing power and authority, the powers granted include the power and
  authority to sign the names of the undersigned officers and directors in the
  capacities indicated below to this Registration Statement, to any and all
  amendments, both pre-effective and post-effective, and supplements to this
  Registration Statement, and to any and all instruments or documents filed as
  part of or in conjunction with this Registration Statement or amendments or
  supplements thereof, and each of the undersigned hereby ratifies and confirms
  all that said attorneys and agents, or any of them, shall do or cause to be done
  by virtue hereof. This Power of Attorney may be signed in several counterparts.
   
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
   
  <TABLE>
  <CAPTION>
                        SIGNATURE                                       TITLE                     DATE
                        ---------                                       -----                     ----
  <C>                                                      <S>                               <C>
   
                  /s/ DONALD J. AMARAL                     Chairman of the Board             April 30, 1999
  -----------------------------------------------------
                    Donald J. Amaral
   
                  /s/ RICHARD M. SMITH                     Chief Executive Officer,          April 30, 1999
  -----------------------------------------------------      President, and Director
                    Richard M. Smith                         (Principal Executive Officer)
   
                  /s/ WENDY L. SIMPSON                     Executive Vice President and      April 30, 1999
  -----------------------------------------------------      Chief Financial Officer
                    Wendy L. Simpson                         (Principal Financial Officer)
   
                   /s/ RICHARD A. FINK                     Director                          April 30, 1999
  -----------------------------------------------------
                     Richard A. Fink
  </TABLE>
   
                                          4
  <PAGE>   5
   
  <TABLE>
  <CAPTION>
                        SIGNATURE                                       TITLE                     DATE
                        ---------                                       -----                     ----
  <C>                                                      <S>                               <C>
   
                                                           Director
  -----------------------------------------------------
                   Stephen A. Feinberg
   
                 /s/ STEPHEN G. PAGLIUCA                   Director                          April 30, 1999
  -----------------------------------------------------
                   Stephen G. Pagliuca
   
                   /s/ L. PETER SMITH                      Director                          April 30, 1999
  -----------------------------------------------------
                     L. Peter Smith
   
                  /s/ WILLIAM J. CASEY                     Director                          April 30, 1999
  -----------------------------------------------------
                    William J. Casey
  </TABLE>
   
                                          5
  <PAGE>   6
   
                                   EXHIBIT INDEX
   
  <TABLE>
  <CAPTION>
          EXHIBITS
          --------
  <C>                        <S>
   
              5              -- Opinion and Consent of Paul, Hastings, Janofsky & Walker
                                LLP.
             23.1            -- Consent of Independent Auditors -- Ernst & Young LLP.
             23.2            -- Consent of Paul, Hastings, Janofsky & Walker LLP is
                                contained in Exhibit 5.
             24              -- Power of Attorney. Reference is made to pages 4 and 5 of
                                this Registration Statement.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13054}]
metadata_filer: {"company-data": {"conformed-name": "CORAM HEALTHCARE CORP", "cik": "0000924174", "assigned-sic": "8082", "irs-number": "330615337", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77505", "film-number": "99607618"}, "business-address": {"street1": "1125 SEVENTEENTH ST  STE  1500", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032924973"}, "mail-address": {"street1": "ONE LAKESHORE CENTRE", "street2": "3281 GUASTI ROAD SUITE 700", "city": "ONTARIO", "state": "CA", "zip": "91761"}}
text: 1
   
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
   
                                                 REGISTRATION NO. 333-
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
   
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                              ------------------------
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ------------------------
                            CORAM HEALTHCARE CORPORATION
                 (Exact name of registrant as specified in charter)
  DELAWARE                                      33-0615337
         (State or other jurisdiction of                        (I.R.S. Employer
          incorporation or organization)                      Identification No.)
           1125 17TH STREET, SUITE 2100
                 DENVER, COLORADO                                    80202
     (Address of Principal Executive Offices)                      (Zip Code)
  ------------------------
                            CORAM HEALTHCARE CORPORATION
                       1994 STOCK OPTION/STOCK ISSUANCE PLAN
                              (Full title of the plan)
   
                                  RICHARD M. SMITH
                       CHIEF EXECUTIVE OFFICER AND PRESIDENT
                            CORAM HEALTHCARE CORPORATION
                            1125 17TH STREET, SUITE 2100
                               DENVER, COLORADO 80202
                      (Name and address of agent for service)
   
                                   (303) 292-4973
           (Telephone number, including area code, of agent for service)
                              ------------------------
                          CALCULATION OF REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
  ----------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED                 PROPOSED
                                                        MAXIMUM                  MAXIMUM
   TITLE OF SECURITIES        AMOUNT TO BE           OFFERING PRICE             AGGREGATE               AMOUNT OF
    TO BE REGISTERED           REGISTERED             PER SHARE(1)          OFFERING PRICE(1)        REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
  Common Stock, $.001
    par value..........       2,400,000(2)              $1.96875                $4,725,000              $1,313.55
  ----------------------------------------------------------------------------------------------------------------------
  ----------------------------------------------------------------------------------------------------------------------
  (1) Estimated solely for the purpose of calculating the amount of the
      registration fee in accordance with Rule 457 under the Securities Act of
      1933, as amended. The Proposed Maximum Offering Price Per Share and the
      Proposed Maximum Aggregate Offering Price are based on the average of the
      high and low prices as reported by the New York Stock Exchange on April 27,
      1999 of $1.96875 per share with respect to the 2,400,000 shares issuable
      upon exercise of options to purchase shares of the Registrant's Common Stock
      to be granted under the Registrant's 1994 Stock Option/Stock Issuance Plan.
   
  (2) This Registration Statement also covers any additional shares of Common
      Stock which become issuable with respect to shares of Common Stock issued or
      issuable upon exercise of options granted under the Registrant's 1994 Stock
      Option/Stock Issuance Plan by reason of any stock dividend, stock split,
      recapitalization or other similar transaction effected without the receipt
      of consideration which results in an increase in the number of the
      Registrant's outstanding shares of Common Stock.
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  2
   
                             INCORPORATION BY REFERENCE
   
  REGISTRATION OF ADDITIONAL SECURITIES.
   
       Pursuant to General Instruction E (Registration of Additional Securities)
  of Form S-8, Coram Healthcare Corporation (the "Registrant") hereby incorporates
  by reference into this Registration Statement the following documents previously
  filed with the Securities and Exchange Commission (the "Commission"):
   
       (a) The Registrant's Registration Statement filed on Form S-8, Registration
           Number 033-55657, with the Commission on September 28, 1994 and
           declared effective on October 17, 1994.
   
       (b) The Registrant's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1998, filed with the Commission on March 31, 1999.
   
       (c) Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for
           the fiscal year ended December 31, 1998, filed with the Commission on
           April 30, 1999.
   
       (d) The Registrant's Current Report on Form 8-K, filed with the Commission
           on April 19, 1999.
   
       In addition, all documents filed by the Company with the Commission
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
  to the date of this Registration Statement, and prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference into this Registration Statement and to be a
  part hereof from the date of the filing of such documents with the Commission.
   
                                          2
  3
   
              PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
   
  ITEM 8. EXHIBITS
  EXHIBIT
          -------
  5              -- Opinion and Consent of Paul, Hastings, Janofsky & Walker
                                LLP.
             23.1            -- Consent of Independent Auditors -- Ernst & Young LLP.
             23.2            -- Consent of Paul, Hastings, Janofsky & Walker LLP is
                                contained in Exhibit 5.
             24              -- Power of Attorney. Reference is made to pages 4 and 5 of
                                this Registration Statement.
  3
  4
   
                                     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 Denver, State of Colorado, on April 30, 1999.
   
                                              CORAM HEALTHCARE CORPORATION,
                                              a Delaware corporation
   
                                              By:    /s/ RICHARD M. SMITH
                                                ----------------------------------
                                                         Richard M. Smith
                                                   Chief Executive Officer and
                                                             President
   
                                              By:    /s/ WENDY L. SIMPSON
                                                ----------------------------------
                                                         Wendy L. Simpson
                                                   Executive Vice President and
                                                     Chief Financial Officer
   
                                 POWER OF ATTORNEY
   
       KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
  of Coram Healthcare Corporation, a Delaware corporation, do hereby constitute
  and appoint Richard M. Smith and Wendy L. Simpson, and each of them, the lawful
  attorneys and agents, with full power and authority to do any and all acts and
  things and to execute any and all instruments which said attorneys and agents,
  and any one of them, determine may be necessary or advisable or required to
  enable said corporation to comply with the Securities Act of 1933, as amended,
  and any rules or regulations or requirements of the Commission in connection
  with this Registration Statement. Without limiting the generality of the
  foregoing power and authority, the powers granted include the power and
  authority to sign the names of the undersigned officers and directors in the
  capacities indicated below to this Registration Statement, to any and all
  amendments, both pre-effective and post-effective, and supplements to this
  Registration Statement, and to any and all instruments or documents filed as
  part of or in conjunction with this Registration Statement or amendments or
  supplements thereof, and each of the undersigned hereby ratifies and confirms
  all that said attorneys and agents, or any of them, shall do or cause to be done
  by virtue hereof. This Power of Attorney may be signed in several counterparts.
   
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                       TITLE                     DATE
                        ---------                                       -----                     ----
  /s/ DONALD J. AMARAL                     Chairman of the Board             April 30, 1999
  -----------------------------------------------------
                    Donald J. Amaral
   
                  /s/ RICHARD M. SMITH                     Chief Executive Officer,          April 30, 1999
  -----------------------------------------------------      President, and Director
                    Richard M. Smith                         (Principal Executive Officer)
   
                  /s/ WENDY L. SIMPSON                     Executive Vice President and      April 30, 1999
  -----------------------------------------------------      Chief Financial Officer
                    Wendy L. Simpson                         (Principal Financial Officer)
   
                   /s/ RICHARD A. FINK                     Director                          April 30, 1999
  -----------------------------------------------------
                     Richard A. Fink
  4
  5
  SIGNATURE                                       TITLE                     DATE
                        ---------                                       -----                     ----
  Director
  -----------------------------------------------------
                   Stephen A. Feinberg
   
                 /s/ STEPHEN G. PAGLIUCA                   Director                          April 30, 1999
  -----------------------------------------------------
                   Stephen G. Pagliuca
   
                   /s/ L. PETER SMITH                      Director                          April 30, 1999
  -----------------------------------------------------
                     L. Peter Smith
   
                  /s/ WILLIAM J. CASEY                     Director                          April 30, 1999
  -----------------------------------------------------
                    William J. Casey
  5
  6
   
                                   EXHIBIT INDEX
  EXHIBITS
          --------
  5              -- Opinion and Consent of Paul, Hastings, Janofsky & Walker
                                LLP.
             23.1            -- Consent of Independent Auditors -- Ernst & Young LLP.
             23.2            -- Consent of Paul, Hastings, Janofsky & Walker LLP is
                                contained in Exhibit 5.
             24              -- Power of Attorney. Reference is made to pages 4 and 5 of
                                this Registration Statement.