content: <PAGE>   1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996
                                                         Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 -----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                 -----------------
  
                              HEALTHCOR HOLDINGS, INC.
               (Exact name of registrant as specified in its charter)
  
          DELAWARE                                                 75-2294072  
  (State or other jurisdiction of                               (I.R.S. Employer 
  incorporation or organization)                               Identification No.)
                   
                                                  
                            5720 LBJ FREEWAY, SUITE 550
                                DALLAS, TEXAS 75240
                                   (214) 233-7744
            (Address of principal executive offices, including zip code)
                                 -----------------
  
  
                  HEALTHCOR HOLDINGS, INC. 1989 STOCK OPTION PLAN
  
               HEALTHCOR HOLDINGS, INC. 1996 LONG-TERM INCENTIVE PLAN
  
  
                             (Full title of the plans)
  
  
                                  S. WAYNE BAZZLE
                 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                            5720 LBJ FREEWAY, SUITE 550
                                DALLAS, TEXAS 75240
                                   (214) 233-7744
             (Name, address and telephone number of agent for service)
  
                                      copy to:
  
                                   JIM A. WATSON
                               VINSON & ELKINS L.L.P.
                             3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                              DALLAS, TEXAS 75201-2975
                                   (214) 220-7700
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  - ----------------------------------------------------------------------------------------------------
             TITLE OF                         PROPOSED MAXIMUM  PROPOSED MAXIMUM
         SECURITIES TO BE      AMOUNT TO BE    OFFERING PRICE       AGGREGATE           AMOUNT OF
            REGISTERED          REGISTERED       PER SHARE*      OFFERING PRICE*    REGISTRATION FEE
  - ----------------------------------------------------------------------------------------------------
   <S>                        <C>                 <C>              <C>                   <C>
   Common Stock, $.01 par                                       
   value per share . . . . .  625,000 shares      $10.1875         $6,367,188            $2,196
  - ----------------------------------------------------------------------------------------------------
  </TABLE>
  
     *     Estimated solely for purposes of calculating the registration fee in
           accordance with Rule 457(h) under the Securities Act of 1933, as
           amended, and based on the average of the high and low prices of the
           Common Stock reported on The Nasdaq National Market on August 21,
           1996.
  
  
  ================================================================================
  <PAGE>   2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents have been filed with the Securities and
  Exchange Commission (the "Commission") by HealthCor Holdings, Inc., a Delaware
  corporation (the "Company'), and are incorporated herein by reference and made
  a part hereof:
  
           (a)     The Company's prospectus dated August 8, 1996, as filed
                   pursuant to Rule 424(b) under the Securities Act of 1933 (the
                   "Securities Act") on August 12, 1996; and
  
           (b)     The description of the Common Stock contained in the Company's
                   Form 8-A, dated June 18, 1996, for registration of the Common
                   Stock pursuant to Section 12(g) of the Securities Exchange Act
                   of 1934 (the "Exchange Act"), including any amendment or
                   report filed for the purpose of updating such description.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act, subsequent to the effective date hereof and
  prior to the filing of a post-effective amendment hereto that indicates that
  all securities offered hereby have been sold or that deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of filing of such documents.
  Any statement contained herein or in any document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed to
  constitute a part of this Registration Statement, except as so modified or
  superseded.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Eighth of the Certificate of Incorporation of the Company
  provides that the Company shall indemnify its officers and directors to the
  maximum extent allowed by the Delaware General Corporation Law.  Pursuant to
  Section 145 of the Delaware General Corporation Law, the Company generally has
  the power to indemnify its present and former directors and officers against
  expenses and liabilities incurred by them in connection with any suit to which
  they are, or are threatened to be made, a party by reason of their serving in
  those positions so long as they acted in good faith and in a manner they
  reasonably believed to be in, or not opposed to, the best interests of the
  Company, and with respect to any criminal action, so long as they had no
  reasonable cause to believe their conduct was unlawful.  With respect to suits
  by or in the right of the Company, however, indemnification is generally
  limited to attorneys' fees and other expenses and is not available if the
  person is adjudged to be liable to the Company, unless the court determines
  that indemnification is appropriate.  The statute expressly provides that the
  power to indemnify authorized thereby is not exclusive of any rights granted
  under any bylaw, agreement, vote of stockholders or disinterested directors, or
  otherwise.  The Company also has the power to purchase and maintain insurance
  for its directors and officers.  Additionally, Article Eighth of the
  Certificate of Incorporation provides that, in the event that an officer or
  director files suit against the Company seeking indemnification of liabilities
  or expenses incurred, the burden will be on the Company to prove that the
  indemnification would not be permitted under the Delaware General Corporation
  Law.
  
  
  
  
  
                                         2
  <PAGE>   3
          The preceding discussion of the Company's Certificate of Incorporation
  and Section 145 of the Delaware General Corporation Law is not intended to be
  exhaustive and is qualified in its entirety by the Certificate of Incorporation
  and Section 145 of the Delaware General Corporation Law.
  
           The Company has entered into indemnity agreements with its directors
  and officers.  Pursuant to such agreements, the Company will, to the extent
  permitted by applicable law, indemnify such persons against all expenses,
  judgments, fines and penalties incurred in connection with the defense or
  settlement of any actions brought against them by reason of the fact that they
  were directors or officers of the Company or assumed certain responsibilities
  at the direction of the Company.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company with the Commission, each of the following
  exhibits is filed herewith:
  
  <TABLE>
      <S>          <C>
       4.1    --   HealthCor Holdings, Inc.  1989 Stock Option Plan dated October 18, 1989
                   (incorporated by reference to Exhibit 10.2 to the Company's Registration
                   Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
  
       4.2    --   HealthCor Holdings, Inc. 1996 Long-Term Incentive Plan dated June 24, 1996
                   (incorporated by reference to Exhibit 10.3 to the Company's Registration
                   Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
  
       4.4    --   Specimen of Common Stock Certificate (incorporated by reference to Exhibit
                   4.1 to the Company's Registration Statement on Form S-1 dated August 8,
                   1996, File No. 333-5779)
  
       5.1*   --   Opinion of Vinson & Elkins L.L.P.
  
      23.1*   --   Consent of Arthur Andersen LLP
  
      23.2*   --   Consent of Bell & Company
  
      23.3*   --   Consent of Ifft & Barber, Chartered
  
      23.4*   --   Consent of Vinson & Elkins L.L.P. (included in its opinion filed as
                   Exhibit 5.1 hereto)
  
      24.1*   --   Power of Attorney (see signature pages hereto)
  </TABLE>
  
  - ---------------------------
  
  *Filed Herewith
  
  
  ITEM 9.  UNDERTAKINGS.
  
       The Company hereby undertakes:
  
           (1)     To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
  
  
  
  
                                         3
  <PAGE>   4
                   (i)      to include any prospectus required by section
           10(a)(3) of the Securities Act;
  
                   (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 end of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) (Section
           230.424(b) of this chapter) if, in the aggregate, the changes in
           volume and price represent no more than a 20% change in the maximum
           aggregate offering price set forth in the "Calculation of Registration
           Fee" table in the effective registration statement; and
  
                   (iii)    to include any material information with respect to
           the plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
       provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
       registration statement is on Form S-3 (Section  239.13 of this chapter) or
       Form S-8 (Section  239.16b of this chapter), and the information required
       to be included in a post-effective amendment by those paragraphs is
       contained in periodic reports filed by the registrant pursuant to section
       13 or section 15(d) of the Securities Exchange Act of 1934 that are
       incorporated by reference in the registration statement.
  
           (2)     That, for the purposes 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 a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.
  
           (4)     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 section 15(d) of the Exchange Act (and, where applicable,
       each filing on an employee benefit plan's annual report pursuant to
       Section 15(d) of the Exchange Act)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.
  
           (5)     Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the Company 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
       Company of expenses incurred or paid by a director, officer or controlling
       person of the Company 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 it is against public policy as expressed
       in the Securities Act and will be governed by the final adjudication of
       such issue.
  
  
  
  
  
                                         4
  <PAGE>   5
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 Dallas, State of Texas, on the 28th day of
  August, 1996.
  
                              HEALTHCOR HOLDINGS, INC.
  
  
  
                                   By:  /s/ S. Wayne Bazzle                 
                                        -----------------------------------------
                                        S. Wayne Bazzle
                                        Chairman of the Board and Chief Executive
                                        Officer
  
       Each person whose signature appears below authorizes S. Wayne Bazzle and
  Cheryl C. Bazzle, and each of them, each of whom may act without joinder of the
  other, to execute in the name of each such person who is then an officer or
  director of the Company and to file any amendments to this Registration
  Statement necessary or advisable to enable the Company to comply with the
  Securities Act of 1933, as amended, and any rules, regulations and requirements
  of the Securities and Exchange Commission in respect thereof, in connection
  with the registration of the securities which are the subject of this
  Registration Statement, which amendments may make such changes in the
  Registration Statement as such attorney may deem appropriate.  Pursuant to the
  requirements of the Securities Act of 1933, this registration statement has
  been signed by the following person in the capacities and on the date
  indicated.
  
  <TABLE>
  <CAPTION>
               Signature                                     Capacity                            Date
               ---------                                     --------                            ----
  <S>                                      <C>                                              <C>
  /s/ S. Wayne Bazzle                       Chairman of the Board and Chief Executive       August 28, 1996
  - ------------------------------------                       Officer                                       
       S. Wayne Bazzle                            (Principal Executive Officer)
                                                                               
  
  /s/ Cheryl C. Bazzle                         President, Chief Operating Officer           August 28, 1996
  - ------------------------------------                     and Director                                    
       Cheryl C. Bazzle                                                  
  
  
  /s/ Susan L. Belske                              Vice President and Treasurer             August 28, 1996
  - ------------------------------------     (Principal Financial and Accounting Officer)                    
       Susan L.Belske                                                                     
  
                                                                                                            
  - ------------------------------------                       Director                       August 28, 1996 
       Michael J. Foster                                                                                    
                                                                                                            
                                                                                                            
  /s/ Robert B. Crates                                                                                      
  - ------------------------------------                       Director                       August 28, 1996 
       Robert B. Crates                                                                                     
  </TABLE>
  <PAGE>   6
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT                                     DESCRIPTION OF EXHIBIT
  - -------                                     ----------------------
      <S>          <C>
       4.1    --   HealthCor Holdings, Inc.  1989 Stock Option Plan dated October 18, 1989
                   (incorporated by reference to Exhibit 10.2 to the Company's Registration
                   Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
  
       4.2    --   HealthCor Holdings, Inc. 1996 Long-Term Incentive Plan dated June 24, 1996
                   (incorporated by reference to Exhibit 10.3 to the Company's Registration
                   Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
       4.4    --   Specimen of Common Stock Certificate (incorporated by reference to Exhibit
                   4.1 to the Company's Registration Statement on Form S-1 dated August 8,
                   1996, File No. 333-5779)
  
       5.1*   --   Opinion of Vinson & Elkins L.L.P.
  
      23.1*   --   Consent of Arthur Andersen LLP
  
      23.2*   --   Consent of Bell & Company
  
      23.3*   --   Consent of Ifft & Barber, Chartered
  
      23.4*   --   Consent of Vinson & Elkins L.L.P. (included in its opinion filed as
                   Exhibit 5.1 hereto)
  
      24.1*   --   Power of Attorney (see signature pages hereto)
  </TABLE>
  
  
  - -----------------------------
  
  *Filed Herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19852}]
metadata_filer: {"company-data": {"conformed-name": "HEALTHCOR HOLDINGS INC", "cik": "0001015604", "assigned-sic": "8090", "irs-number": "752294072", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10967", "film-number": "96622401"}, "business-address": {"street1": "5720 LBJ FREEWAY", "street2": "STE 550", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2142337744"}, "mail-address": {"street1": "5720 LBJ FREEWAY", "street2": "STE 550", "city": "DALLAS", "state": "TX", "zip": "75240"}}
text: 1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996
                                                         Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 -----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                 -----------------
  
                              HEALTHCOR HOLDINGS, INC.
               (Exact name of registrant as specified in its charter)
  
          DELAWARE                                                 75-2294072  
  (State or other jurisdiction of                               (I.R.S. Employer 
  incorporation or organization)                               Identification No.)
                   
                                                  
                            5720 LBJ FREEWAY, SUITE 550
                                DALLAS, TEXAS 75240
                                   (214) 233-7744
            (Address of principal executive offices, including zip code)
                                 -----------------
  
                  HEALTHCOR HOLDINGS, INC. 1989 STOCK OPTION PLAN
  
               HEALTHCOR HOLDINGS, INC. 1996 LONG-TERM INCENTIVE PLAN
  
                             (Full title of the plans)
  
                                  S. WAYNE BAZZLE
                 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                            5720 LBJ FREEWAY, SUITE 550
                                DALLAS, TEXAS 75240
                                   (214) 233-7744
             (Name, address and telephone number of agent for service)
  
                                      copy to:
  
                                   JIM A. WATSON
                               VINSON & ELKINS L.L.P.
                             3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                              DALLAS, TEXAS 75201-2975
                                   (214) 220-7700
  
                          CALCULATION OF REGISTRATION FEE
  - ----------------------------------------------------------------------------------------------------
             TITLE OF                         PROPOSED MAXIMUM  PROPOSED MAXIMUM
         SECURITIES TO BE      AMOUNT TO BE    OFFERING PRICE       AGGREGATE           AMOUNT OF
            REGISTERED          REGISTERED       PER SHARE*      OFFERING PRICE*    REGISTRATION FEE
  - ----------------------------------------------------------------------------------------------------
  Common Stock, $.01 par                                       
   value per share . . . . .  625,000 shares      $10.1875         $6,367,188            $2,196
  - ----------------------------------------------------------------------------------------------------
  *     Estimated solely for purposes of calculating the registration fee in
           accordance with Rule 457(h) under the Securities Act of 1933, as
           amended, and based on the average of the high and low prices of the
           Common Stock reported on The Nasdaq National Market on August 21,
           1996.
  
  ================================================================================
  2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents have been filed with the Securities and
  Exchange Commission (the "Commission") by HealthCor Holdings, Inc., a Delaware
  corporation (the "Company'), and are incorporated herein by reference and made
  a part hereof:
  
           (a)     The Company's prospectus dated August 8, 1996, as filed
                   pursuant to Rule 424(b) under the Securities Act of 1933 (the
                   "Securities Act") on August 12, 1996; and
  
           (b)     The description of the Common Stock contained in the Company's
                   Form 8-A, dated June 18, 1996, for registration of the Common
                   Stock pursuant to Section 12(g) of the Securities Exchange Act
                   of 1934 (the "Exchange Act"), including any amendment or
                   report filed for the purpose of updating such description.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act, subsequent to the effective date hereof and
  prior to the filing of a post-effective amendment hereto that indicates that
  all securities offered hereby have been sold or that deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of filing of such documents.
  Any statement contained herein or in any document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed to
  constitute a part of this Registration Statement, except as so modified or
  superseded.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Eighth of the Certificate of Incorporation of the Company
  provides that the Company shall indemnify its officers and directors to the
  maximum extent allowed by the Delaware General Corporation Law.  Pursuant to
  Section 145 of the Delaware General Corporation Law, the Company generally has
  the power to indemnify its present and former directors and officers against
  expenses and liabilities incurred by them in connection with any suit to which
  they are, or are threatened to be made, a party by reason of their serving in
  those positions so long as they acted in good faith and in a manner they
  reasonably believed to be in, or not opposed to, the best interests of the
  Company, and with respect to any criminal action, so long as they had no
  reasonable cause to believe their conduct was unlawful.  With respect to suits
  by or in the right of the Company, however, indemnification is generally
  limited to attorneys' fees and other expenses and is not available if the
  person is adjudged to be liable to the Company, unless the court determines
  that indemnification is appropriate.  The statute expressly provides that the
  power to indemnify authorized thereby is not exclusive of any rights granted
  under any bylaw, agreement, vote of stockholders or disinterested directors, or
  otherwise.  The Company also has the power to purchase and maintain insurance
  for its directors and officers.  Additionally, Article Eighth of the
  Certificate of Incorporation provides that, in the event that an officer or
  director files suit against the Company seeking indemnification of liabilities
  or expenses incurred, the burden will be on the Company to prove that the
  indemnification would not be permitted under the Delaware General Corporation
  Law.
  
                                         2
  3
          The preceding discussion of the Company's Certificate of Incorporation
  and Section 145 of the Delaware General Corporation Law is not intended to be
  exhaustive and is qualified in its entirety by the Certificate of Incorporation
  and Section 145 of the Delaware General Corporation Law.
  
           The Company has entered into indemnity agreements with its directors
  and officers.  Pursuant to such agreements, the Company will, to the extent
  permitted by applicable law, indemnify such persons against all expenses,
  judgments, fines and penalties incurred in connection with the defense or
  settlement of any actions brought against them by reason of the fact that they
  were directors or officers of the Company or assumed certain responsibilities
  at the direction of the Company.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company with the Commission, each of the following
  exhibits is filed herewith:
  4.1    --   HealthCor Holdings, Inc.  1989 Stock Option Plan dated October 18, 1989
                   (incorporated by reference to Exhibit 10.2 to the Company's Registration
                   Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
  
       4.2    --   HealthCor Holdings, Inc. 1996 Long-Term Incentive Plan dated June 24, 1996
                   (incorporated by reference to Exhibit 10.3 to the Company's Registration
                   Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
  
       4.4    --   Specimen of Common Stock Certificate (incorporated by reference to Exhibit
                   4.1 to the Company's Registration Statement on Form S-1 dated August 8,
                   1996, File No. 333-5779)
  
       5.1*   --   Opinion of Vinson & Elkins L.L.P.
  
      23.1*   --   Consent of Arthur Andersen LLP
  
      23.2*   --   Consent of Bell & Company
  
      23.3*   --   Consent of Ifft & Barber, Chartered
  
      23.4*   --   Consent of Vinson & Elkins L.L.P. (included in its opinion filed as
                   Exhibit 5.1 hereto)
  
      24.1*   --   Power of Attorney (see signature pages hereto)
  - ---------------------------
  
  *Filed Herewith
  
  ITEM 9.  UNDERTAKINGS.
  
       The Company hereby undertakes:
  
           (1)     To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
                                         3
  4
                   (i)      to include any prospectus required by section
           10(a)(3) of the Securities Act;
  
                   (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 end of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) (Section
           230.424(b) of this chapter) if, in the aggregate, the changes in
           volume and price represent no more than a 20% change in the maximum
           aggregate offering price set forth in the "Calculation of Registration
           Fee" table in the effective registration statement; and
  
                   (iii)    to include any material information with respect to
           the plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
       provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
       registration statement is on Form S-3 (Section  239.13 of this chapter) or
       Form S-8 (Section  239.16b of this chapter), and the information required
       to be included in a post-effective amendment by those paragraphs is
       contained in periodic reports filed by the registrant pursuant to section
       13 or section 15(d) of the Securities Exchange Act of 1934 that are
       incorporated by reference in the registration statement.
  
           (2)     That, for the purposes 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 a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.
  
           (4)     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 section 15(d) of the Exchange Act (and, where applicable,
       each filing on an employee benefit plan's annual report pursuant to
       Section 15(d) of the Exchange Act)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.
  
           (5)     Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the Company 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
       Company of expenses incurred or paid by a director, officer or controlling
       person of the Company 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 it is against public policy as expressed
       in the Securities Act and will be governed by the final adjudication of
       such issue.
  
                                         4
  5
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 Dallas, State of Texas, on the 28th day of
  August, 1996.
  
                              HEALTHCOR HOLDINGS, INC.
  
                                   By:  /s/ S. Wayne Bazzle                 
                                        -----------------------------------------
                                        S. Wayne Bazzle
                                        Chairman of the Board and Chief Executive
                                        Officer
  
       Each person whose signature appears below authorizes S. Wayne Bazzle and
  Cheryl C. Bazzle, and each of them, each of whom may act without joinder of the
  other, to execute in the name of each such person who is then an officer or
  director of the Company and to file any amendments to this Registration
  Statement necessary or advisable to enable the Company to comply with the
  Securities Act of 1933, as amended, and any rules, regulations and requirements
  of the Securities and Exchange Commission in respect thereof, in connection
  with the registration of the securities which are the subject of this
  Registration Statement, which amendments may make such changes in the
  Registration Statement as such attorney may deem appropriate.  Pursuant to the
  requirements of the Securities Act of 1933, this registration statement has
  been signed by the following person in the capacities and on the date
  indicated.
  Signature                                     Capacity                            Date
               ---------                                     --------                            ----
  /s/ S. Wayne Bazzle                       Chairman of the Board and Chief Executive       August 28, 1996
  - ------------------------------------                       Officer                                       
       S. Wayne Bazzle                            (Principal Executive Officer)
                                                                               
  
  /s/ Cheryl C. Bazzle                         President, Chief Operating Officer           August 28, 1996
  - ------------------------------------                     and Director                                    
       Cheryl C. Bazzle                                                  
  
  /s/ Susan L. Belske                              Vice President and Treasurer             August 28, 1996
  - ------------------------------------     (Principal Financial and Accounting Officer)                    
       Susan L.Belske                                                                     
  
                                                                                                            
  - ------------------------------------                       Director                       August 28, 1996 
       Michael J. Foster                                                                                    
                                                                                                            
                                                                                                            
  /s/ Robert B. Crates                                                                                      
  - ------------------------------------                       Director                       August 28, 1996 
       Robert B. Crates
  6
                                   EXHIBIT INDEX
  EXHIBIT                                     DESCRIPTION OF EXHIBIT
  - -------                                     ----------------------
  4.1    --   HealthCor Holdings, Inc.  1989 Stock Option Plan dated October 18, 1989
                   (incorporated by reference to Exhibit 10.2 to the Company's Registration
                   Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
  
       4.2    --   HealthCor Holdings, Inc. 1996 Long-Term Incentive Plan dated June 24, 1996
                   (incorporated by reference to Exhibit 10.3 to the Company's Registration
                   Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
       4.4    --   Specimen of Common Stock Certificate (incorporated by reference to Exhibit
                   4.1 to the Company's Registration Statement on Form S-1 dated August 8,
                   1996, File No. 333-5779)
  
       5.1*   --   Opinion of Vinson & Elkins L.L.P.
  
      23.1*   --   Consent of Arthur Andersen LLP
  
      23.2*   --   Consent of Bell & Company
  
      23.3*   --   Consent of Ifft & Barber, Chartered
  
      23.4*   --   Consent of Vinson & Elkins L.L.P. (included in its opinion filed as
                   Exhibit 5.1 hereto)
  
      24.1*   --   Power of Attorney (see signature pages hereto)
  - -----------------------------
  
  *Filed Herewith