MILESTONE HEALTHCARE INC
8-A12G, 1996-08-21
SPECIALTY OUTPATIENT FACILITIES, NEC
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                                  FORM 8-A

                     SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                           MILESTONE HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                                  75-2592398
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

        2501 CEDAR SPRINGS ROAD, SUITE 600, LB15, DALLAS, TEXAS 75201
           (Address of principal executive offices)          (Zip Code)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box [ ]

If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box [ ]

      Securities to be registered pursuant to Section 12(b) of the Act:
                                    NONE

      Securities to be registered pursuant to Section 12(g) of the Act:
   Title of each class                        Name of each exchange on which
   to be so registered                        each class is to be registered
   COMMON STOCK, $.001 PAR VALUE              NASDAQ NATIONAL MARKET


ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

The material set forth in the section captioned "Description of the Notes" in
the Registrant's Form S-1 Registration Statement (Registration No. 333-9013),
filed with the Securities and Exchange Commission on July 26, 1996, is
incorporated herein by reference.

ITEM 2.  EXHIBITS.

Exhibit No.       Description
- -----------       -----------
                 
   1             Please incorporate by reference exhibits filed with 
                 Application for Registration on Form S-1 No. 333-9013.
<PAGE>   2
   2             Please incorporate by reference exhibits filed with
                 Application for Registration on Form S-1 No. 333-9013.
          
   3             Please incorporate by reference exhibits filed with
                 Application for Registration on Form S-1 No. 333-9013.
          
   4             Please incorporate by reference exhibits filed with
                 Application for Registration on Form S-1 No. 333-9013.
          
   5             Please incorporate by reference exhibits filed with
                 Application for Registration on Form S-1 No. 333-9013.
<PAGE>   3
                                   SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 21st day of
August, 1996.


MILESTONE HEALTHCARE, INC.




By: /s/ WILLIAM A. BROSIUS
   -----------------------------------
       William A. Brosius, Secretary


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