INTEGRATED HEALTH SERVICES INC, S-3/A, 1998-06-04

INTEGRATED HEALTH SERVICES INC
S-3/A, 1998-06-04
SOCIAL SERVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1998

REGISTRATION NO. 333-48947
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 3

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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INTEGRATED HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 23-2428312
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

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10065 Red Run Boulevard, Owings Mills, Maryland 21117, (410) 998-8400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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Marshall A. Elkins, Esq., Executive Vice President and General Counsel
Integrated Health Services, Inc., 10065 Red Run Boulevard, Owings Mills,
Maryland 21117, (410) 998-8400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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Copies of all communications, including all communications sent
to the agent for service, should be sent to:

Carl E. Kaplan, Esq. Leslie A. Glew, Esq.
Fulbright & Jaworski L.L.P. Senior Vice President and Associate General Counsel
666 Fifth Avenue Integrated Health Services, Inc.
New York, New York 10103 10065 Red Run Boulevard
(212) 318-3000 Owings Mills, Maryland 21117
(212) 752-5958(FAX) (410) 998-8400
(410) 998-8500(FAX)

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Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the effective date of this Registration Statement.

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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.

================================================================================

<PAGE>

SUBJECT TO COMPLETION, DATED JUNE 4, 1998

PROSPECTUS

981,421 SHARES

[INTEGRATED HEALTH SERVICES, INC. LOGO]
INTEGRATED HEALTH SERVICES, INC.

COMMON STOCK

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This Prospectus relates to 981,421 shares (the "Shares") of Common Stock,
par value $0.001 per share (together with the Preferred Stock Purchase Rights
associated therewith, the "Common Stock"), of Integrated Health Services, Inc.
("IHS" or the "Company") which are being offered for sale by certain selling
stockholders (the "Selling Stockholders"). See "Selling Stockholders." The
Company's Common Stock is traded on the New York Stock Exchange ("NYSE") under
the symbol "IHS." On June 2, 1998, the closing price of the Common Stock, as
reported in the NYSE consolidated reporting system, was $36.875 per share.

The Company will not receive any of the proceeds from sales of the Shares
by the Selling Stockholders. The Shares may be offered from time to time by the
Selling Stockholders (and their donees and pledgees) through ordinary brokerage
transactions, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution."

The Selling Stockholders may be deemed to be "Underwriters" as defined in
the Securities Act of 1933, as amended (the "Securities Act"). If any
broker-dealers are used to effect sales, any commissions paid to broker-dealers
and, if broker-dealers purchase any of the Shares as principals, any profits
received by such broker-dealers on the resale of the Shares, may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition, any
profits realized by the Selling Stockholders may be deemed to be underwriting
commissions. All costs, expenses and fees in connection with the registration of
the Shares will be borne by the Company. Brokerage commissions, if any,
attributable to the sale of the Shares will be borne by the Selling Stockholders
(or their donees and pledgees).

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SEE "RISK FACTORS," WHICH BEGINS ON PAGE 6 OF THIS PROSPECTUS, FOR CERTAIN
INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
TIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CON-
TRARY IS A CRIMINAL OFFENSE.

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The date of this Prospectus is , 1998

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at 7 World Trade Center, 13th Floor, New York, New
York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material also may be obtained by mail from the
Public Reference Section of the Commission, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy
materials and other information concerning the Company may be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005. Additionally,
the Commission maintains a Web site on the Internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission and that is located at http://www.sec.gov.

This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is
hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any contract, agreement or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract, agreement or other document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. Copies of the Registration
Statement together with exhibits may be inspected at the offices of the
Commission as indicated above without charge and copies thereof may be obtained
therefrom upon payment of a prescribed fee.

Private Securities Litigation Reform Act Safe Harbor Statement. This
Prospectus (including the documents incorporated by reference herein) contains
certain forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) and information relating to IHS that
are based on the beliefs of the management of IHS, as well as assumptions made
by and information currently available to the management of IHS. When used in
this Prospectus, the words "estimate," "project," "believe," "anticipate,"
"intend," "expect" and similar expressions are intended to identify
forward-looking statements. Such statements reflect the current views of IHS
with respect to future events and are subject to risks and uncertainties,
including those discussed under "Risk Factors," that could cause actual results
to differ materially from those contemplated in such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. IHS does not undertake any
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The information in the following documents filed by IHS with the Commission
(File No. 1-12306) pursuant to the Exchange Act is incorporated by reference in
this Prospectus:

(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended by Form 10-K/A filed May 29, 1998;

(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, as amended by Form 10-Q/A filed May 29, 1998;

(c) The Company's Current Report on Form 8-K dated October 17, 1996
and filed October 25, 1996, reporting the acquisition of First American
Health Care of Georgia, Inc., as amended by Form 8-K/A filed November 26,
1996 and Amendment No. 1 to Form 8-K/A filed July 11, 1997;

(d) The Company's Current Report on Form 8-K dated September 25, 1997
and filed October 10, 1997, reporting the Company's acquisition of
Community Care of America, Inc. and the Lithotripsy Division of Coram
Healthcare Corporation, as amended by Form 8-K/A filed November 25, 1997
and Amendment No. 1 to Form 8-K/A filed May 29, 1998;

(e) The Company's Current Report on Form 8-K dated October 21, 1997
and filed November 5, 1997, reporting the Company's acquisition of RoTech
Medical Corporation, as amended by Form 8-K/A filed November 25, 1997;

(f) The Company's Current Report on Form 8-K dated December 31, 1997
and filed January 14, 1998, reporting the acquisition of 139 owned, leased
or managed long-term care facilities, 12 specialty hospitals and certain
other businesses from HEALTHSOUTH Corporation, as amended by Form 8-K/A
filed March 16, 1998 and Amendment No. 1 to Form 8-K/A filed May 29, 1998;

(g) The Company's Current Report on Form 8-K dated March 4, 1998 and
filed March 12, 1998, reporting the Company's revenues and operating
results for the fourth quarter and year ended December 31, 1997;

(h) The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A dated September 1,
1993; and

(i) The description of the Company's Preferred Stock Purchase Rights
contained in Item 1 of the Company's Registration Statement on Form 8-A
dated September 28, 1995.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the filing of a post-effective amendment which indicates that all
Shares offered have been sold or which deregisters all Shares then remaining
unsold shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or in a previously filed document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or was deemed to be
incorporated by reference herein 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 Prospectus.

The information relating to IHS contained in this Prospectus should be read
together with the information in the documents incorporated by reference.

THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE
AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED,
UPON WRITTEN OR ORAL REQUEST. REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO
INTEGRATED HEALTH SERVICES, INC., 10065 RED RUN BOULEVARD, OWINGS MILLS,
MARYLAND 21117, ATTENTION: MARC B. LEVIN, EXECUTIVE VICE PRESIDENT-INVESTOR
RELATIONS, TELEPHONE: (410) 998-8400.

<PAGE>

THE COMPANY

Integrated Health Services, Inc. ("IHS" or the "Company") is one of the
nation's leading providers of post-acute healthcare services. Post-acute care is
the provision of a continuum of care to patients following discharge from an
acute care hospital. IHS' post-acute care services include subacute care,
skilled nursing facility care, home respiratory care, home health nursing care,
other homecare services and contract rehabilitation, hospice, lithotripsy and
diagnostic services. The Company's post-acute care network is designed to
address the fact that the cost containment measures implemented by private
insurers and managed care organizations and limitations on government
reimbursement of hospital costs have resulted in the discharge from hospitals of
many patients who continue to require medical and rehabilitative care. IHS'
post-acute healthcare system is intended to provide cost-effective continuity of
care for its patients in multiple settings and enable payors to contract with
one provider to provide all of a patient's needs following discharge from acute
care hospitals. The Company believes that its post-acute care network can be
extended beyond post-acute care to also provide "pre-acute" care, i.e., services
to patients which reduce the likelihood of a need for a hospital stay. IHS'
post-acute care network currently consists of approximately 2,000 service
locations in 47 states and the District of Columbia.

The Company's post-acute care network strategy is to provide cost-effective
continuity of care for its patients in multiple settings, using geriatric care
facilities as platforms to provide a wide variety of subacute medical and
rehabilitative services more typically delivered in the acute care hospital
setting and using home healthcare to provide those medical and rehabilitative
services which do not require 24-hour monitoring. To implement its post-acute
care network strategy, IHS has focused on (i) developing market concentration
for its post-acute care services in targeted states due to increasing payor
consolidation and the increased preference of payors, physicians and patients
for dealing with only one service provider; (ii) expanding the range of home
healthcare and related services it offers to patients directly in order to
provide patients with a continuum of care throughout their recovery, to better
control costs and to meet the growing desire by payors for one-stop shopping;
and (iii) developing subacute care units. Given the increasing importance of
managed care in the healthcare marketplace and the continued cost containment
pressures from Medicare, Medicaid and private payors, the Company has been
restructuring its operations to enable IHS to focus on obtaining contracts with
managed care organizations and to provide capitated services. IHS' strategy is
to become a preferred or exclusive provider of post-acute care services to
managed care organizations and other payors.

In implementing its post-acute care network strategy, IHS has recently
focused on expanding its home healthcare services to take advantage of
healthcare payors' increasing focus on having healthcare provided in the
lowest-cost setting possible, recent advances in medical technology which have
facilitated the delivery of medical services in alternative sites and patients'
desires to be treated at home. Consistent with the Company's strategy, IHS in
October 1996 acquired First American Health Care of Georgia, Inc. ("First
American"), a provider of home health services, principally home nursing, in 21
states, primarily Alabama, California, Florida, Georgia, Michigan, Pennsylvania
and Tennessee. IHS in October 1997 acquired RoTech Medical Corporation
("RoTech"), a provider of home healthcare products and services, with an
emphasis on home respiratory, home medical equipment and infusion therapy,
principally to patients in non-urban areas (the "RoTech Acquisition"). In
October 1997, IHS also acquired (the "Coram Lithotripsy Acquisition") the
lithotripsy division (the "Coram Lithotripsy Division") of Coram Healthcare
Corporation ("Coram"), which provided lithotripsy services and equipment
maintenance in 180 locations in 18 states, in order to expand the mobile
diagnostic treatment and services it offers to patients, payors and other
providers. Lithotripsy is a non-invasive technique that utilizes shock waves to
disintegrate kidney stones. IHS intends to use the home healthcare setting and
the delivery franchise of the home healthcare branch and agency network to (i)
deliver sophisticated care, such as skilled nursing care, home respiratory
therapy and rehabilitation, outside the hospital or nursing home; (ii) serve as
an entry point for patients into the IHS post-acute care network; and (iii)
provide a cost-effective site for case management and patient direction.

IHS has also continued to expand its post-acute care network by increasing
the number of facilities it operates or manages. In September 1997, IHS acquired
Community Care of America, Inc. ("CCA"), which develops and operates skilled
nursing facilities in medically underserved rural communities (the

<PAGE>

"CCA Acquisition"). IHS believes that CCA will broaden its post-acute care
network to include more rural markets and will complement its existing home care
locations in rural markets as well as RoTech's business. In addition, in
December 1997, IHS acquired from HEALTHSOUTH Corporation ("HEALTHSOUTH") 139
owned, leased or managed long-term care facilities and 12 specialty hospitals,
as well as a contract therapy business having over 1,000 contracts and an
institutional pharmacy business serving approximately 38,000 beds (the "Facility
Acquisition").

The Company provides subacute care through medical specialty units
("MSUs"), which are typically 20 to 75 bed specialty units with physical
identities, specialized medical technology and staffs separate from the
geriatric care facilities in which they are located. MSUs are designed to
provide comprehensive medical services to patients who have been discharged from
acute care hospitals but who still require subacute or complex medical
treatment. The levels and quality of care provided in the Company's MSUs are
similar to those provided in the hospital but at per diem treatment costs which
IHS believes are generally 30% to 60% below the cost of such care in acute care
hospitals. Because of the high level of specialized care provided, the Company's
MSUs generate substantially higher net revenue and operating profit per patient
day than traditional geriatric care services.

IHS presently operates 313 geriatric care facilities (258 owned or leased
and 55 managed), excluding 13 facilities acquired in the CCA Acquisition and 42
facilities acquired in the Facility Acquisition which are being held for sale,
and 158 MSUs located within 84 of these facilities. Specialty medical services
revenues, which include all MSU charges, all revenue from providing
rehabilitative therapies, pharmaceuticals, medical supplies and durable medical
equipment to all its patients, all revenue from its Alzheimer's programs and all
revenue from its provision of pharmacy, rehabilitation therapy, home healthcare,
hospice care and similar services to third-parties, constituted approximately
65%, 70% and 79% of net revenues during the years ended December 31, 1995, 1996
and 1997, respectively, and 79% and 72% of net revenues in the three months
ended March 31, 1997 and 1998, respectively. IHS also offers a wide range of
basic medical services as well as a comprehensive array of respiratory,
physical, speech, occupational and physiatric therapy in all its geriatric care
facilities. For the year ended December 31, 1997 and the three months ended
March 31, 1998, approximately 35% and 31%, respectively, of IHS' revenues were
derived from home health and hospice care, approximately 44% and 41%,
respectively, were derived from subacute and other ancillary services,
approximately 19% and 28%, respectively, were derived from traditional basic
nursing home services, and approximately 2% and 1%, respectively, were derived
from management and other services. On a pro forma basis after giving effect to
the acquisitions consummated by IHS in 1997, for the year ended December 31,
1997, approximately 30% of IHS' revenues were derived from home health and
hospice care, approximately 43% were derived from subacute and other ancillary
services, approximately 26% were derived from traditional basic nursing home
services and the remaining approximately 1% were derived from management and
other services.

Integrated Health Services, Inc. was incorporated in March 1986 as a
Pennsylvania corporation and reorganized as a Delaware corporation in November
1986. IHS' principal executive offices are located at 10065 Red Run Boulevard,
Owings Mills, Maryland 21117 and its telephone number is (410) 998-8400. Unless
the context indicates otherwise, the terms "IHS" and the "Company" include
Integrated Health Services, Inc. and its subsidiaries.

<PAGE>

RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing the shares of Common Stock offered hereby. This
Prospectus contains, in addition to historical information, forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ materially. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below, as well as
those discussed elsewhere in this Prospectus (including the documents
incorporated by reference herein).

Risks Related to Substantial Indebtedness. The Company's indebtedness is
substantial in relation to its stockholders' equity. At March 31, 1998, IHS'
total long-term debt, including current portion, accounted for 73.3% of its
total capitalization. IHS also has significant lease obligations with respect to
the facilities operated pursuant to long-term leases, which aggregated
approximately $684.0 million at March 31, 1998. For the year ended December 31,
1997 and the three months ended March 31, 1998 the Company's rent expense was
$105.1 million ($163.7 million on a pro forma basis after giving effect to the
acquisitions consummated by IHS in 1997) and $35.4 million, respectively. In
addition, IHS is obligated to pay an additional $155 million in respect of the
acquisition of First American during 2000 to 2004, of which $115.2 million
(representing the present value thereof) has been recorded at March 31, 1998.
The Company's strategy of expanding its specialty medical services and growing
through acquisitions may require additional borrowings in order to finance
working capital, capital expenditures and the purchase price of any
acquisitions. The degree to which the Company is leveraged, as well as its rent
expense, could have important consequences to securityholders, including: (i)
IHS' ability to obtain additional financing in the future for working capital,
capital expenditures, acquisitions or general corporate purposes may be
impaired, (ii) a substantial portion of IHS' cash flow from operations may be
dedicated to the payment of principal and interest on its indebtedness and rent
expense, thereby reducing the funds available to IHS for its operations, (iii)
certain of IHS' borrowings bear, and will continue to bear, variable rates of
interest, which expose IHS to increases in interest rates, and (iv) certain of
IHS' indebtedness contains financial and other restrictive covenants, including
those restricting the incurrence of additional indebtedness, the creation of
liens, the payment of dividends and sales of assets and imposing minimum net
worth requirements. In addition, IHS' leverage may also adversely affect IHS'
ability to respond to changing business and economic conditions or continue its
growth strategy. There can be no assurance that IHS' operating results will be
sufficient for the payment of IHS' indebtedness. If IHS were unable to meet
interest, principal or lease payments, or satisfy financial covenants, it could
be required to seek renegotiation of such payments and/or covenants or obtain
additional equity or debt financing. If additional funds are raised by issuing
equity securities, the Company's stockholders may experience dilution. Further,
such equity securities may have rights, preferences or privileges senior to
those of the Common Stock. To the extent IHS finances its activities with
additional debt, IHS may become subject to certain additional financial and
other covenants that may restrict its ability to pursue its growth strategy and
to pay dividends on the Common Stock. There can be no assurance that any such
efforts would be successful or timely or that the terms of any such financing or
refinancing would be acceptable to IHS. See "-- Risks Related to Capital
Requirements."

In connection with IHS' offering of its 9 1/4% Senior Subordinated Notes
due 2008 in September 1997 (the "9 1/4% Senior Notes"), Standard & Poors ("S&P")
confirmed its B rating of IHS' other subordinated debt obligations, but with a
negative outlook, and assigned the same rating to the 9 1/4% Senior Notes. In
November 1997, S&P placed the Company's senior credit and subordinated debt
ratings on CreditWatch with negative implications due to the proposed Facility
Acquisition and in January 1998 S&P downgraded IHS' corporate credit and bank
loan ratings to B+ and its subordinated debt ratings to B- as a result of the
Facility Acquisition. S&P stated that the speculative grade ratings reflect the
Company's high debt leverage and aggressive acquisition strategy, uncertainties
with respect to future government efforts to control Medicare and Medicaid and
the unknown impact on IHS of recent changes in healthcare regulation providing
for a prospective payment system for both nursing homes and home healthcare. S&P
noted IHS' outlook was stable. In connection with the offering of the 9 1/4%
Senior Notes, Moody's Investors Service ("Moody's") downgraded to B2 the
Company's other senior subordinated debt obligations, but noted that the outlook
for the rating was stable, and assigned the new rating to the 9 1/4% Senior
Notes. Moody's stated that the rating action reflects Moody's concern about

<PAGE>

the Company's continued rapid growth through acquisitions, which has resulted in
negative tangible equity of $114 million, making no adjustment for the $259
million of convertible debt of IHS outstanding. Moody's also stated that the
availability provided by the Company's new credit facility and the 9 1/4% Senior
Notes positioned the Company to complete sizable acquisition transactions using
solely debt. Moody's further noted that the rating reflects that there are
significant changes underway in the reimbursement of services rendered by IHS,
and that the exact impact of these changes is uncertain.

Risks Associated with Growth Through Acquisitions and Internal Development.
IHS' growth strategy involves growth through acquisitions and internal
development and, as a result, IHS is subject to various risks associated with
this growth strategy. The Company's planned expansion and growth require that
the Company expand its home healthcare services through the acquisition of
additional home healthcare providers and that the Company acquire, or establish
relationships with, third parties which provide post-acute care services not
currently provided by the Company and that the Company acquire, lease or acquire
the right to manage for others additional facilities. Such expansion and growth
will depend on the Company's ability to create demand for its post-acute care
programs, the availability of suitable acquisition, lease or management
candidates and the Company's ability to finance such acquisitions and growth.
The successful implementation of the Company's post-acute healthcare system,
including the capitation of rates, will depend on the Company's ability to
expand the amount of post-acute care services it offers directly to its patients
rather than through third-party providers. There can be no assurance that
suitable acquisition candidates will be located, that acquisitions can be
consummated, that acquired facilities and companies can be successfully
integrated into the Company's operations, or that the Company's post-acute
healthcare system, including the capitation of rates, can be successfully
implemented. The post-acute care market is highly competitive, and the Company
faces substantial competition from hospitals, subacute care providers,
rehabilitation providers and home healthcare providers, including competition
for acquisitions. The Company anticipates that competition for acquisition
opportunities will intensify due to the ongoing consolidation in the healthcare
industry. See "-- Risks Related to Managed Care Strategy" and "-- Competition."

The successful integration of acquired businesses, including First
American, RoTech, CCA, the Coram Lithotripsy Division and the facilities and
other businesses acquired from HEALTHSOUTH, is important to the Company's future
financial performance. The anticipated benefits from any of these acquisitions
may not be achieved unless the operations of the acquired businesses are
successfully combined with those of the Company in a timely manner. The
integration of the Company's recent acquisitions will require substantial
attention from management. The diversion of the attention of management, and any
difficulties encountered in the transition process, could have a material
adverse effect on the Company's operations and financial results. In addition,
the process of integrating the various businesses could cause the interruption
of, or a loss of momentum in, the activities of some or all of these businesses,
which could have a material adverse effect on the Company's operations and
financial results. There can be no assurance that the Company will realize any
of the anticipated benefits from its acquisitions. The acquisition of service
companies that are not profitable, or the acquisition of new facilities that
result in significant integration costs and inefficiencies, could also adversely
affect the Company's profitability.

IHS' current and anticipated future growth has placed, and will continue to
place, significant demands on the management, operational and financial
resources of IHS. The Company's ability to manage its growth effectively will
require it to continue to improve its operational, financial and management
information systems and to continue to attract, train, motivate, manage and
retain key employees. There can be no assurance that IHS will be able to manage
its expanded operations effectively. See "-- Risks Related to Capital
Requirements."

There can be no assurance that the Company will be successful in
implementing its strategy or in responding to ongoing changes in the healthcare
industry which may require adjustments to its strategy. If IHS fails to
implement its strategy successfully or does not respond timely and adequately to
ongoing changes in the healthcare industry, the Company's business, financial
condition and results of operations will be materially adversely affected.

<PAGE>

Risks Related to Managed Care Strategy. Managed care payors and traditional
indemnity insurers have experienced pressure from their policyholders to curb or
reduce the growth in premiums paid to such organizations for healthcare
services. This pressure has resulted in demands on healthcare service providers
to reduce their prices or to share in the financial risk of providing care
through alternate fee structures such as capitation or fixed case rates. Given
the increasing importance of managed care in the healthcare marketplace and the
continued cost containment pressures from Medicare and Medicaid, IHS has been
restructuring its operations to enable IHS to focus on obtaining contracts with
managed care organizations and to provide capitated services. The Company
believes that its home healthcare capabilities will be an important component of
its ability to provide services under capitated and other alternate fee
arrangements. However, to date there has been limited demand among managed care
organizations for post-acute care network services, and there can be no
assurance that demand for such services will increase. Further, IHS has limited
experience in providing services under capitated and other alternate fee
arrangements and setting the applicable rates. Accordingly, there can be no
assurance that the fees received by IHS will cover the cost of services
provided. If revenue for capitated services is insufficient to cover the
treatment costs, IHS' operating results could be adversely affected. As a
result, the success of IHS' managed care strategy will depend in large part on
its ability to increase demand for post-acute care services among managed care
organizations, to obtain favorable agreements with managed care organizations
and to manage effectively its operating and healthcare delivery costs through
various methods, including utilization management and competitive pricing for
purchased services. Additionally, there can be no assurance that pricing
pressures faced by healthcare providers will not have a material adverse effect
on the Company's business, results of operations and financial condition.

Further, pursuing a strategy focused on risk-sharing fee arrangements
entails certain regulatory risks. Many states impose restrictions on a service
provider's ability to provide capitated services unless it meets certain
financial criteria, and may view capitated fee arrangements as an insurance
activity, subjecting the entity accepting the capitated fee to regulation as an
insurance company rather than merely a licensed healthcare provider accepting a
business risk in connection with the manner in which it is charging for its
services. The laws governing risk-sharing fee arrangements for healthcare
service providers are evolving and are not certain at this time. If the
risk-sharing activities of IHS require licensure as an insurance company, there
can be no assurance that IHS could obtain or maintain the necessary licensure,
or that IHS would be able to meet any financial criteria imposed by a state. If
the Company were precluded from providing services under risk-sharing fee
arrangements, its managed care strategy would be adversely affected. See "--
Uncertainty of Government Regulation."

Risks Related to Capital Requirements. IHS' growth strategy requires
substantial capital for the acquisition of additional home healthcare and
related service providers and geriatric care facilities. The effective
integration, operation and expansion of the existing businesses will also
require substantial capital. The Company expects to finance new acquisitions
from a combination of funds from operations, borrowings under its bank credit
facility and the issuance of debt and equity securities. IHS may raise
additional capital through the issuance of long-term or short-term indebtedness
or the issuance of additional equity securities in private or public
transactions, at such times as management deems appropriate and the market
allows. Any of such financings could result in dilution of existing equity
positions, increased interest and amortization expense or decreased income to
fund future expansion. There can be no assurance that acceptable financing for
future acquisitions or for the integration and expansion of existing businesses
and operations can be obtained. The Company's bank credit facility limits the
Company's ability to make acquisitions, and certain of the indentures under
which the Company's outstanding senior subordinated debt securities were issued
limit the Company's ability to incur additional indebtedness unless certain
financial tests are met. See "-- Risks Related to Substantial Indebtedness."

Risks Related to Recent Acquisitions. IHS has recently completed several
major acquisitions, including the acquisitions of First American, RoTech, CCA
and the Coram Lithotripsy Division and the Facility Acquisition, and is still in
the process of integrating those acquired businesses. The IHS Board of Directors
and senior management of IHS face a significant challenge in their efforts to
integrate the acquired businesses, including First American, RoTech, CCA, the
Coram Lithotripsy Division and the facilities and other businesses acquired from
HEALTHSOUTH. The dedication of management re-

<PAGE>

sources to such integration may detract attention from the day-to-day business
of IHS. The difficulties of integration may be increased by the necessity of
coordinating geographically separated organizations, integrating personnel with
disparate business backgrounds and combining different corporate cultures. There
can be no assurance that there will not be substantial costs associated with
such activities or that there will not be other material adverse effects of
these integration efforts. Further, there can be no assurance that management's
efforts to integrate the operations of IHS and newly acquired companies will be
successful or that the anticipated benefits of the recent acquisitions will be
fully realized.

IHS has recently expanded significantly its home healthcare operations.
During the years ended December 31, 1996 and 1997 and the three months ended
March 31, 1997 and 1998, home healthcare accounted for approximately 16.3%,
35.4%, 33.8% and 30.2%, respectively, of IHS' total revenues. On a pro forma
basis, after giving effect to the acquisitions and divestitures consummated by
IHS in 1996 and 1997, home healthcare accounted for approximately 28.8% and
29.6% of IHS' total revenues in 1996 and 1997, respectively. On a pro forma
basis, approximately 70.7% and 73.0% of IHS' home healthcare revenues were
derived from Medicare in the years ended December 31, 1996 and 1997,
respectively. On a pro forma basis, after giving effect to the acquisitions and
divestitures consummated by IHS in 1996 and 1997, home nursing services
accounted for approximately 64.2% and 56.2%, respectively, of IHS' home
healthcare revenues in these periods. Medicare has developed a national fee
schedule for infusion therapy and home medical equipment which provides
reimbursement at 80% of the amount of any fee on the schedule. The remaining 20%
is paid by other third party payors (including Medicaid in the case of
"medically indigent" patients) or patients. With respect to home nursing,
Medicare generally reimburses for the cost of providing such services, up to a
regionally adjusted allowable maximum per visit and per discipline with no fixed
limit on the number of visits prior to 1998. There generally is no deductible or
coinsurance. As a result, there is no reward for efficiency, provided that costs
are below the cap, and traditional home healthcare services carry relatively low
margins. The Balanced Budget Act of 1997 (the "BBA"), enacted in August 1997,
provides for a reduction in current cost reimbursement for home nursing care
pending implementation of a prospective payment system for home nursing services
for cost reporting periods beginning on or after October 1, 1999. Implementation
of a prospective payment system will be a critical element to the success of
IHS' expansion into home nursing services. Based upon prior legislative
proposals, IHS believes that a prospective payment system would most likely
provide a healthcare provider a predetermined rate for a given service, with
providers that have costs below the predetermined rate being entitled to keep
some or all of this difference. There can be no assurance that Medicare will
implement a prospective payment system for home nursing services in the next
several years or at all. The implementation of a prospective payment system
requires IHS to make contingent payments related to the First American
Acquisition of $155 million over a period of five years. Until a prospective
payment system for home nursing services is introduced, IHS anticipates that
margins for home nursing will remain low and may adversely impact its financial
performance. IHS is currently exploring ways to reduce the impact of its home
nursing business on its financial performance, which may include a "spin-off" of
such operations. In addition, the BBA reduces the Medicare national payment
limits for oxygen and oxygen equipment used in home respiratory therapy by 25%
in 1998 and 30% (from 1997 levels) in 1999 and each subsequent year.
Approximately 50% of RoTech's total revenues for 1997 were derived from the
provision of oxygen services to Medicare patients. The inability of IHS to
realize operating efficiencies and provide home healthcare services at a cost
below the established Medicare fee schedule could have a material adverse effect
on IHS' home healthcare operations and its post-acute care network. See "-- Risk
of Adverse Effect of Healthcare Reform."

Reliance on Reimbursement by Third Party Payors. The Company receives
payment for services rendered to patients from private insurers and patients
themselves, from the Federal government under Medicare, and from the states in
which it operates under Medicaid. The healthcare industry is experiencing a
trend toward cost containment, as government and other third party payors seek
to impose lower reimbursement and utilization rates and negotiate reduced
payment schedules with service providers. These cost containment measures,
combined with the increasing influence of managed care payors and competition
for patients, has resulted in reduced rates of reimbursement for services
provided by IHS, which has adversely affected, and may continue to adversely
affect, IHS' margins, particularly in its skilled nursing and subacute
facilities. Aspects of certain healthcare reform proposals, such as cutbacks

<PAGE>

in the Medicare and Medicaid programs, reductions in Medicare reimbursement
rates and/or limitations on reimbursement rate increases, containment of
healthcare costs on an interim basis by means that could include a short-term
freeze on prices charged by healthcare providers, and permitting greater state
flexibility in the administration of Medicaid, could adversely affect the
Company. There can be no assurance that adequate reimbursement levels will
continue to be available for services to be provided by IHS which are currently
being reimbursed by Medicare, Medicaid or private payors. Significant limits on
the scope of services reimbursed and on reimbursement rates and fees could have
a material adverse effect on the Company's results of operations and financial
condition. See "-- Risk of Adverse Effect of Healthcare Reform." During the
years ended December 31, 1995, 1996 and 1997 and the three months ended March
31, 1997 and 1998, the Company derived approximately 55%, 60%, 66%, 67% and 63%,
respectively, of its patient revenues from Medicare and Medicaid. On a pro forma
basis after giving effect to the acquisitions and divestitures consummated by
IHS in 1996 and 1997, approximately 69% of the Company's patient revenues have
been derived from Medicare and Medicaid in each of the years ended December 31,
1996 and 1997.

The sources and amounts of the Company's patient revenues derived from the
operation of its geriatric care facilities and MSU programs are determined by a
number of factors, including licensed bed capacity of its facilities, occupancy
rate, the mix of patients and the rates of reimbursement among payor categories
(private, Medicare and Medicaid). Changes in the mix of the Company's patients
among the private pay, Medicare and Medicaid categories can significantly affect
the profitability of the Company's operations. The Company's cost of care for
its MSU patients generally exceeds regional reimbursement limits established
under Medicare. The success of the Company's MSU strategy will depend in part on
its ability to obtain per diem rate approvals for costs which exceed the
Medicare established per diem rate limits and by obtaining waivers of these
limitations. There can be no assurance that the Company will be able to obtain
the waivers necessary to enable the Company to recover its excess costs.

Managed care organizations and other third party payors have continued to
consolidate to enhance their ability to influence the delivery of healthcare
services. Consequently, the healthcare needs of a large percentage of the United
States population are provided by a small number of managed care organizations
and third party payors. These organizations generally enter into service
agreements with a limited number of providers for needed services. To the extent
such organizations terminate IHS as a preferred provider and/or engage IHS'
competitors as a preferred or exclusive provider, the business of IHS could be
materially adversely affected.

Risk of Adverse Effect of Healthcare Reform. In addition to extensive
existing government healthcare regulation, there are numerous initiatives on the
federal and state levels for comprehensive reforms affecting the payment for and
availability of healthcare services, including a number of proposals that would
significantly limit reimbursement under Medicare and Medicaid. It is not clear
at this time what proposals, if any, will be adopted or, if adopted, what effect
such proposals would have on the Company's business. Aspects of certain of these
healthcare proposals, such as cutbacks in the Medicare and Medicaid programs,
containment of healthcare costs on an interim basis by means that could include
a short-term freeze on prices charged by healthcare providers, and permitting
greater state flexibility in the administration of Medicaid, could adversely
affect the Company. IHS expects that there will continue to be numerous
initiatives on the federal and state levels for comprehensive reforms affecting
the payment for and availability of healthcare services, including proposals
that will further limit reimbursement under Medicare and Medicaid. It is not
clear at this time what proposals, if any, will be adopted or, if adopted, what
effect such proposals will have on IHS' business. See "-- Risks Related to
Recent Acquisitions" and "-- Reliance on Reimbursement by Third Party Payors."
There can be no assurance that currently proposed or future healthcare
legislation or other changes in the administration or interpretation of
governmental healthcare programs will not have an adverse effect on the Company
or that payments under governmental programs will remain at levels comparable to
present levels or will be sufficient to cover the costs allocable to patients
eligible for reimbursement pursuant to such programs. Concern about the
potential effects of the proposed reform measures has contributed to the
volatility of

<PAGE>

prices of securities of companies in healthcare and related industries,
including the Company, and may similarly affect the price of the Company's
securities in the future. See "-- Uncertainty of Government Regulation."

The BBA provides, among other things, for a prospective payment system for
skilled nursing facilities to be implemented for cost reporting periods
beginning on or after July 1, 1998, a prospective payment system for home
nursing to be implemented for cost reporting periods beginning on or after
October 1, 1999, a reduction in current cost reimbursement for home nursing care
pending implementation of a prospective payment system, reductions (effective
January 1, 1998) in Medicare reimbursement for oxygen and oxygen equipment for
home respiratory therapy and a shift of the bulk of home health coverage from
Part A to Part B of Medicare. The BBA also instituted consolidated billing for
skilled nursing facility services, under which payments for non-physician Part B
services for beneficiaries no longer eligible for Part A skilled nursing
facility care will be made to the facility, regardless of whether the item or
service was furnished by the facility, by others under arrangement or under any
other contracting or consulting arrangement, effective for items or services
furnished on or after July 1, 1997. With respect to Medicaid, the BBA repeals
the so-called Boren Amendment, which required state Medicaid programs to
reimburse nursing facilities for the costs that are incurred by efficiently and
economically operated providers in order to meet quality and safety standards.
As a result, states now have considerable flexibility in establishing payment
rates. The inability of IHS to provide home healthcare and/or skilled nursing
services at a cost below the established Medicare fee schedule could have a
material adverse effect on IHS' home healthcare operations, post-acute care
network and business generally.

Under the new prospective payment system for Medicare reimbursement to
skilled nursing facilities, facilities will receive a pre-established daily rate
for each individual Medicare beneficiary being cared for, based on the activity
level of the patient. The pre-established daily rate will cover all routine,
ancillary and capital costs. It is anticipated that this prospective payment
system will be phased in over four years on a blended rate of the
facility-specific costs and the new federal per diem, which has not to date been
established. The blended rate for the first year of transition will take 75% of
the facility-specific per diem rate and 25% of the federal per diem rate. In
each subsequent transition year, the facility-specific per diem rate component
will decrease by 25% and the federal per diem rate component will increase by
25%, ultimately resulting in a rate based 100% upon the federal per diem. The
facility-specific per diem rate is based upon the facility's 1995 cost report
for routine, ancillary and capital services, updated using a skilled nursing
market basket index. The federal per diem is calculated by the weighted average
of each facility's standardized costs, based upon the historical national
average per diem for freestanding facilities. Prospective payment for IHS' owned
and leased skilled nursing facilities will be effective beginning January 1,
1999 for all facilities other than the facilities acquired from HEALTHSOUTH,
which will become subject to prospective payment on June 1, 1999. Prospective
payment for skilled nursing facilities managed by IHS will be effective for each
facility at the beginning of its first cost reporting period beginning on or
after July 1, 1998. The new prospective payment system will also cover ancillary
services provided to patients at skilled nursing facilities.

IHS anticipates that the prospective payment system for home nursing will
provide for prospectively established per visit payments to be made for all
covered services, which will then be subject to an annual aggregate per episode
limit at the end of the year. Home health agencies that are able to keep their
total expenses per visit during the year below their per episode annual limits
will be able to retain a specified percentage of the difference, subject to
certain aggregate limitations. Such changes could have a material adverse effect
on the Company and its growth strategy. The implementation of a prospective
payment system requires the Company to make contingent payments related to the
acquisition of First American of $155 million over a period of five years. The
failure to implement a prospective payment system for home nursing services in
the next several years could adversely affect IHS' post-acute care network
strategy. See "-- Risks Related to Recent Acquisitions."

Uncertainty of Government Regulation. The Company and the healthcare
industry generally are subject to extensive federal, state and local regulation
governing licensure and conduct of operations at existing facilities,
construction of new facilities, acquisition of existing facilities, additions of
new ser-

<PAGE>

vices, certain capital expenditures, the quality of services provided and the
manner in which such services are provided and reimbursement for services
rendered. Changes in applicable laws and regulations or new interpretations of
existing laws and regulations could have a material adverse effect on licensure,
eligibility for participation, permissible activities, operating costs and the
levels of reimbursement from governmental and other sources. There can be no
assurance that regulatory authorities will not adopt changes or new
interpretations of existing regulations that could adversely affect the Company.
The failure to maintain or renew any required regulatory approvals or licenses
could prevent the Company from offering existing services or from obtaining
reimbursement. In certain circumstances, failure to comply at one facility may
affect the ability of the Company to obtain or maintain licenses or approvals
under Medicare and Medicaid programs at other facilities. In addition, in the
conduct of its business the Company's operations are subject to review by
federal and state regulatory agencies to assure continued compliance with
various standards, their continued licensing under state law and their
certification under the Medicare and Medicaid programs. In the course of these
reviews, problems are from time to time identified by these agencies. The
Company has to date been able to resolve these problems in a manner satisfactory
to the regulatory agencies without a material adverse effect on its business,
and the Company believes that it will be able to resolve all current reviews in
a manner satisfactory to the regulatory agencies without a material adverse
effect on its business. However, there can be no assurance that IHS will be able
to satisfactorily resolve all current or future reviews.

In 1995 the Health Care Financing Administration ("HCFA") implemented
stricter guidelines for annual state surveys of long-term care facilities and
expanded remedies available to enforce compliance with the detailed regulations
mandating minimum healthcare standards. Remedies include fines, new patient
admission moratoriums, denial of reimbursement, federal or state monitoring of
operations, closure of facilities and termination of provider reimbursement
agreements. These provisions eliminate the ability of operators to appeal the
scope and severity of any deficiencies and grant state regulators the authority
to impose new remedies, including monetary penalties, denial of payments and
termination of the right to participate in the Medicare and/or Medicaid
programs. The Company believes these new guidelines may result in an increase in
the number of facilities that will not be in "substantial compliance" with the
regulations and, as a result, subject to increased disciplinary actions and
remedies, including admission holds and termination of the right to participate
in the Medicare and/or Medicaid programs. In ranking facilities, survey results
subsequent to October 1990 are considered. As a result, the Company's
acquisition of poorly performing facilities could adversely affect the Company's
business to the extent remedies are imposed at such facilities.

In September 1997, President Clinton, in an attempt to curb Medicare fraud,
imposed a moratorium on the certification under Medicare of new home healthcare
companies, which moratorium expired in January 1998, and implemented rules
requiring home healthcare providers to reapply for Medicare certification every
three years. In addition, HCFA will double the number of detailed audits of home
healthcare providers it completes each year and increase by 25% the number of
home healthcare claims it reviews each year. IHS cannot predict what effect, if
any, these new rules will have on IHS' business and the expansion of its home
healthcare operations.

The Company is also subject to federal and state laws which govern
financial and other arrangements between healthcare providers. These laws often
prohibit certain direct and indirect payments or fee-splitting arrangements
between healthcare providers that are designed to induce or encourage the
referral of patients to, or the recommendation of, a particular provider for
medical products and services. These laws include the federal "Stark Acts,"
which prohibit, with limited exceptions, financial relationships between
ancillary service providers and referring physicians, and the federal
"anti-kickback law," which prohibits, among other things, the offer, payment,
solicitation or receipt of any form of remuneration in return for the referral
of Medicare and Medicaid patients. The Office of Inspector General of the
Department of Health and Human Services, the Department of Justice and other
federal agencies interpret these fraud and abuse provisions liberally and
enforce them aggressively. The BBA contains new civil monetary penalties for
violations of these laws and imposes an affirmative duty on providers to insure
that they do not employ or contract with persons excluded from the Medicare
program. The BBA also provides a minimum 10 year period for exclusion from
participation in Federal healthcare programs of persons convicted of a prior
healthcare violation. In addition, some states restrict

<PAGE>

certain business relationships between physicians and other providers of
healthcare services. Many states prohibit business corporations from providing,
or holding themselves out as a provider of, medical care. Possible sanctions for
violation of any of these restrictions or prohibitions include loss of licensure
or eligibility to participate in reimbursement programs (including Medicare and
Medicaid), asset forfeitures and civil and criminal penalties. These laws vary
from state to state, are often vague and have seldom been interpreted by the
courts or regulatory agencies. The Company seeks to structure its business
arrangements in compliance with these laws and, from time to time, the Company
has sought guidance as to the interpretation of such laws; however, there can be
no assurance that such laws ultimately will be interpreted in a manner
consistent with the practices of the Company.

Many states have adopted certificate of need or similar laws which
generally require that the appropriate state agency approve certain acquisitions
or capital expenditures in excess of defined levels and determine that a need
exists for certain new bed additions, new services and the acquisition of such
medical equipment or capital expenditures or other changes prior to beds and/or
services being added. Many states have placed a moratorium on granting
additional certificates of need or otherwise stated their intent not to grant
approval for new beds. To the extent certificates of need or other similar
approvals are required for expansion of the Company's operations, either through
facility acquisitions or expansion or provision of new services or other
changes, such expansion could be adversely affected by the failure or inability
to obtain the necessary approvals, changes in the standards applicable to such
approvals and possible delays in, and the expenses associated with, obtaining
such approvals.

The Company is unable to predict the future course of federal, state or
local regulation or legislation, including Medicare and Medicaid statutes and
regulations. Further changes in the regulatory framework could have a material
adverse effect on the Company's business, results of operations and financial
condition. See "-- Risk of Adverse Effect of Healthcare Reform."

Competition. The healthcare industry is highly competitive and is subject
to continuing changes in the provision of services and the selection and
compensation of providers. The Company competes on a local and regional basis
with other providers on the basis of the breadth and quality of its services,
the quality of its facilities and, to a more limited extent, price. The Company
also competes with other providers in the acquisition and development of
additional facilities and service providers. The Company's current and potential
competitors include national, regional and local operators of geriatric care
facilities, acute care hospitals and rehabilitation hospitals, extended care
centers, retirement centers and community home health agencies, other home
healthcare companies and similar institutions, many of which have significantly
greater financial and other resources than the Company. In addition, the Company
competes with a number of tax-exempt nonprofit organizations which can finance
acquisitions and capital expenditures on a tax-exempt basis or receive
charitable contributions unavailable to the Company. New service introductions
and enhancements, acquisitions, continued industry consolidation and the
development of strategic relationships by IHS' competitors could cause a
significant decline in sales or loss of market acceptance of IHS' services or
intense price competition or make IHS' services noncompetitive. Further,
technological advances in drug delivery systems and the development of new
medical treatments that cure certain complex diseases or reduce the need for
healthcare services could adversely impact the business of IHS. There can be no
assurance that IHS will be able to compete successfully against current or
future competitors or that competitive pressures will not have a material
adverse effect on IHS' business, financial condition and results of operations.
IHS also competes with various healthcare providers with respect to attracting
and retaining qualified management and other personnel. Any significant failure
by IHS to attract and retain qualified employees could have a material adverse
effect on its business, results of operations and financial condition.

Effect of Certain Anti-Takeover Provisions. IHS' Third Restated Certificate
of Incorporation and By-laws, as well as the Delaware General Corporation Law
(the "DGCL"), contain certain provisions that could have the effect of making it
more difficult for a third party to acquire, or discouraging a third party from
attempting to acquire, control of IHS. These provisions could limit the price
that certain investors might be willing to pay in the future for shares of
Common Stock. Certain of these provisions allow IHS to issue, without
stockholder approval, preferred stock having voting rights senior to those of
the Common Stock. Other provisions impose various procedural and other
requirements that could

<PAGE>

make it more difficult for stockholders to effect certain corporate actions. In
addition, the IHS Stockholders' Rights Plan, which provides for discount
purchase rights to certain stockholders of IHS upon certain acquisitions of 20%
or more of the outstanding shares of Common Stock, may also inhibit a change in
control of IHS. As a Delaware corporation, IHS is subject to Section 203 of the
DGCL, which, in general, prevents an "interested stockholder" (defined generally
as a person owning 15% or more of the corporation's outstanding voting stock)
from engaging in a "business combination" (as defined) for three years following
the date such person became an interested stockholder unless certain conditions
are satisfied.

Possible Volatility of Stock Price. There may be significant volatility in
the market price of the Common Stock. Quarterly operating results of IHS,
changes in general conditions in the economy, the financial markets or the
healthcare industry, or other developments affecting IHS or its competitors,
could cause the market price of the Common Stock to fluctuate substantially. In
addition, in recent years the stock market and, in particular, the healthcare
industry segment, has experienced significant price and volume fluctuations.
This volatility has affected the market price of securities issued by many
companies for reasons unrelated to their operating performance. In the past,
following periods of volatility in the market price of a company's securities,
securities class action litigation has often been initiated against such
company. Such litigation could result in substantial costs and a diversion of
management's attention and resources, which could have a material adverse effect
upon IHS' business, operating results and financial condition.

RECENT DEVELOPMENTS

In March 1998 the Company sold five long-term care facilities to Omega
Healthcare Investors, Inc. ("Omega"), a publicly-traded real estate investment
trust, for approximately $50.5 million. Omega immediately leased these
facilities to Lyric Health Care LLC ("Lyric") at an annual rent of approximately
$4.95 million. Lyric is a newly-formed company 50% owned by IHS and 50% owned by
TFN Healthcare Investors, Inc., an entity controlled by Timothy Nicholson, a
director of the Company. The Company manages these facilities as well as five
other long-term care facilities which the Company sold to Omega and Omega leased
to Lyric in January 1998. The Company receives a base management fee of 3% of
gross revenues, subject to increase if gross revenues exceed $350 million, and a
franchise fee of 1% of gross revenues. The management agreement with Lyric
provides for an incentive management fee equal to 70% of annual net cash flow
(as defined in the management agreement). IHS did not recognize a gain or loss
on the sale.

In April 1998 the Company reached an agreement in principle to sell 44
facilities to Monarch Properties, Inc., a newly-formed real estate investment
trust ("Monarch"), for an aggregate purchase price of approximately $371
million. It is currently contemplated that Monarch will lease 42 of these 44
facilities to Lyric, and that Lyric will engage the Company to manage the
facilities pursuant to the arrangements described above. The transactions with
Monarch and Lyric are subject to completion of definitive documentation and
completion of Monarch's initial public offering, and there can be no assurance
that the transaction will be completed on these terms, on different terms or at
all. Dr. Robert N. Elkins, the Company's Chairman of the Board, Chief Executive
Officer and President, is Chairman of the Board of Directors of Monarch, and it
is currently contemplated that he will beneficially own between five and ten
percent of Monarch following completion of Monarch's public offering.

In April 1998 IHS acquired a company that operates 13 skilled nursing
facilities for approximately $15.9 million. The stockholder of this company is a
Selling Stockholder hereunder. In April 1998 the Company also purchased, for an
aggregate of approximately $5.5 million, seven companies which provide
respiratory therapy services. In May 1998 the Company acquired five companies
which provide respiratory therapy services for an aggregate of approximately
$15.1 million.

The Company has reached agreements in principle to purchase a company which
operates 31 skilled nursing facilities for approximately $53.2 million, a
skilled nursing facility for $4.7 million, two lithotripsy operations for an
aggregate of approximately $20.4 million and 18 respiratory companies for an
aggregate of approximately $30.7 million. There can be no assurance that any of
these acquisitions will be consummated on these terms, on different terms or at
all.

<PAGE>

On May 29, 1998, the Company called for redemption on June 29, 1998 all of
its outstanding 6% Convertible Subordinated Debentures due 2003 (the "6%
Debentures"). IHS will pay a total redemption price of $1,059.83 per $1,000
principal amount of the 6% Debentures, including a redemption premium of $30 and
accrued interest of $29.83. As an alternative to redemption and at the option of
the holder, the 6% Debentures are convertible into shares of Common Stock at a
conversion price of $32.125 per share of Common Stock (equivalent to 31.13
shares of Common Stock for each $1,000 principal amount of 6% Debentures). Cash
will be paid in lieu of any fractional share of Common Stock issuable upon
conversion of the 6% Debentures. As long as the price of Common Stock remains
above $34.05 per share, holders of 6% Debentures will receive more value upon
conversion of the 6% Debentures into Common Stock than they would otherwise
receive upon redemption (without giving effect to commissions and other costs of
sale). IHS has entered into a standby arrangement with Salomon Smith Barney
pursuant to which, subject to certain conditions, Salomon Smith Barney will
purchase from IHS that number of shares of Common Stock that would have been
issuable upon conversion of 6% Debentures that are not converted. At May 29,
1998, $115,000,000 principal amount of 6% Debentures was outstanding,
convertible into an aggregate of 3,579,766 shares of Common Stock.

<PAGE>

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.

SELLING STOCKHOLDERS

The following table sets forth certain information as of February 1, 1998
(except as otherwise indicated) and as adjusted to reflect the sale of the
Common Stock in the offering, as to the security ownership of the Selling
Stockholders. Except as set forth below, none of the Selling Stockholders has
held any position or office or had any other material relationship with the
Company or any of its predecessors or affiliates within the past three years.

SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
OWNED PRIOR SHARES OWNED AFTER
TO OFFERING BEING SOLD OFFERING
-------------- ------------ -------------
<S> <C> <C> <C>
ARCADIA SERVICES, INC.(1)
Nanci J. Rands ................................................ 195 17 178
Joseph F. Galvin .............................................. 390 34 356
Stuart Sinai .................................................. 390 34 356
Ronald H. Riback .............................................. 390 34 356
James C. Foresman ............................................. 390 34 356
Lawrence N. Dudek ............................................. 195 17 178
Phillip J. Shefferly .......................................... 195 17 178
David B. Gunsberg ............................................. 195 17 178
Dean J. Gould and Laura M. Gould, joint tenants with rights of
survivorship ................................................ 195 17 178
Eli K. Zoller ................................................. 53 5 48
Sasha A. Zoller ............................................... 53 5 48
Lilly H. Zoller ............................................... 89 7 82
Michael J. Eizelman and Shelley E. Eizelman, joint tenants with
rights of survivorship ...................................... 195 17 178
Robert J. Sandler ............................................. 780 67 713
Herbert J. Graebner ........................................... 70,767 13,203 57,564
Barbara Brewer ................................................ 6,899 596 6,303
Leonard E. Bellinson, Trustee, Leonard E. Bellinson Agree-
ment of Trust Dated 3/1/82, as amended ...................... 121,439 13,742 107,697
Conbet Associates ............................................. 18,397 1,590 16,807
Beth Elaine Lowenstein Trust U/A/D 7/30/92 .................... 9,198 795 8,403
Rita M. Lord .................................................. 6,899 596 6,303
Jill Bader .................................................... 13,797 1,192 12,605
Charles Bader ................................................. 13,797 1,192 12,605
James C. Foresman and Cheryl A. Busbey, as Trustee of the
Douglas E. Busbey Trust dated 3/5/75, as amended ............ 390 34 356
Robert M. Egren ............................................... 531 46 485
Morris Rochlin ................................................ 13,267 1,147 12,120
Nicholas J. Pyett ............................................. 1,062 92 970
Cameron D. Hosner ............................................. 11,728 1,014 10,714
James L. Bellinson ............................................ 14,951 3,267 11,684
Gregory G. Glaesmer ........................................... 4,776 413 4,363
Gerald Vargo .................................................. 1,062 92 970
Arcadia Bidco Corporation ..................................... 30,759 3,911 26,848
Mark E. Schlussel ............................................. 390 34 356
</TABLE>

<PAGE>

SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
OWNED PRIOR SHARES OWNED AFTER
TO OFFERING BEING SOLD OFFERING
-------------- ------------ -------------
<S> <C> <C> <C>
Donald B. Lifton ......................................... 390 34 356
Joel M. Shere ............................................ 195 17 178
Daniel D. Swanson ........................................ 195 17 178
United Jewish Foundation of Metropolitan Detroit ......... 1,366 119 1,247
CoreStates Bank, N.A., as Escrow Agent(2) ................ 78,568 6,791 71,777
PARAGON REHABILITIVE SERVICES, INC.(3)
Philip Slive ............................................. 345,032 345,032 0
CoreStates Bank, N.A. as Escrow Agent(2) ................. 16,819 16,819 0
Blass & Driggs(4) ......................................... 64,490 64,490 0
Calo Agostino(5) .......................................... 10,428 10,428 0
Terry L. Cash(6) .......................................... 435,886 435,886 0
Harbor Side Real Estate Consultants(7) .................... 1,098 1,098 0
Maher & Kallas, P.C.(4) ................................... 4,803 4,803 0
Panza, Maurer, Maynard & Neel, P.A.(4) .................... 5,296 5,296 0
Pamela J. Reichart(8) ..................................... 12,082 12,082 0
Uro-Tech, Ltd.(9) ......................................... 19,700 19,700 0
Vinick & Docherty(4) ...................................... 16,629 16,629 0
</TABLE>

- ----------

(1) The shares offered hereby represent additional shares of Common Stock (the
"Additional Shares") received in exchange for the stock of Arcadia Services,
Inc. ("Arcadia") pursuant to the Agreement and Plan of Reorganization dated
as of July 24, 1997 because the average price of the 531,198 shares of
Common Stock issued to the Arcadia stockholders at the time of closing of
the acquisition (the "Original Shares") was higher than the average price of
the Common Stock at the time such shares were registered for resale under
the Securities Act. The number of Additional Shares is equal to the
difference between (i) the number of shares determined by dividing the
original merger consideration of $18.7 million (before post-closing
adjustments) by the average closing price of the Common Stock on the NYSE
for the 30 trading days ending on the date immediately preceding the date
the registration statement covering the resale of the Original Shares was
declared effective and (ii) the number of shares determined by dividing the
merger consideration of $18.7 million by the average closing price of the
Common Stock on the NYSE for the 30 trading day period immediately preceding
the date which was two trading days prior to the closing date of the
acquisition. The column "Shares of Common Stock Beneficially Owned Prior to
Offering" includes, and the column "Shares of Common Stock Beneficially
Owned After Offering" consists of, shares of Common Stock received at the
closing of the acquisition. Of the shares of Common Stock being registered
hereunder, 6,791 shares are currently being held in escrow, together with
shares issued at the closing, to secure indemnification obligations,
accounts receivable with respect to a litigated matter and merger
consideration adjustments pursuant to the Agreement and Plan of
Reorganization. Merger consideration adjustments may be based on a review of
the working capital and long-term liabilities of Arcadia as of the closing
date, all on the terms set forth in the Agreement and Plan of
Reorganization.

(2) Does not include shares of Common Stock held in escrow for other
acquisitions.

(3) The shares offered hereby were received in exchange for the stock of Paragon
Rehabilitative Services, Inc. ("Paragon") pursuant to the Agreement and Plan
of Merger dated as of January 9, 1998. Of the shares of Common Stock being
registered hereunder, 16,819 shares are currently being held in escrow to
secure indemnification obligations and post-closing adjustments to the
merger consideration based on the levels of Paragon's working capital and
long-term liabilities on the closing date.

(4) The shares offered hereby were received in payment for legal services
rendered to the Company.

(5) The shares offered hereby were received in payment for legal services
rendered to the Company. Includes shares owned and being offered by Harbor
Side Real Estate Consultants, a wholly-owned subsidiary of Calo Agostino.
See Note 7 below.

(6) The shares offered hereby were received in exchange for the stock of The
Magnolia Group, Inc. ("Magnolia") and Medi-Serve, Inc. ("Medi-Serve")
pursuant to an Agreement and Plan of Merger dated as of February 28, 1998.
Of the 435,886 shares being registered hereunder, 14,416 shares are being
held in escrow to secure indemnification obligations and post-closing
adjustments to the merger consideration based on the levels of Magnolia's
and Medi-Serve's working capital and long-term liabilities. Under the
agreement, IHS is obligated to issue additional shares of Common Stock if
the working capital exceeds, and/or long-term liabilities are less than,
specified levels.

(7) The shares offered hereby were received in payment for real estate
consulting services rendered to the Company. This Selling Stockholder is
owned by Calo Agostino. See Note 5 above.

(8) The shares offered hereby were received in exchange for the assets of Jersey
Shore Portable X-Ray, Inc. pursuant to an Asset Purchase Agreement dated as
of March 16, 1998.

(9) The shares offered hereby were received in exchange for an 18% partnership
interest in Southwest Lithotripter Partners, Ltd. pursuant to a Limited
Partnership Interest Purchase Agreement dated as of February 28, 1998.

<PAGE>

TRANSACTIONS INVOLVING SELLING STOCKHOLDERS

On August 29, 1997, the Company acquired through merger all of the
outstanding stock of Arcadia Services, Inc., which provides home health care
services, medical staffing services and clerical and light industrial staffing
services. The merger consideration was $18.7 million (before post-closing
adjustments), which was paid though the issuance of 581,451 shares of the
Company's Common Stock. The Additional Shares are being offered hereby.

On January 31, 1998, the Company acquired all the outstanding capital stock
of Paragon Rehabilitative Services, Inc., which provides contract rehabilitation
services to nursing homes, long-term care facilities and other healthcare
facilities. The merger consideration was $10.8 million, which was paid through
the issuance of 361,851 shares of the Company's Common Stock (the "Paragon
Shares"). The Paragon Shares are being offered hereby.

On February 28, 1998, the Company acquired an 18% limited partnership
interest in Southwest Lithotripter Partners, Ltd. The purchase price for the
interest was $630,000, which was paid through the issuance of 19,700 shares of
the Company's Common Stock (the "Uro-Tech Shares"). The Uro-Tech Shares are
being offered hereby.

On March 16, 1998, the Company acquired all the assets of Jersey Shore
Portable X-Ray, Inc. The purchase price for the assets was $400,000, which was
paid through the issuance of 12,082 shares of the Company's Common Stock (the
"JSP Shares"). The JSP Shares are being offered hereby.

On April 24, 1998, the Company acquired all the outstanding stock of The
Magnolia Group, Inc., which operates 13 skilled nursing facilities, and
Medi-Serve, Inc., which provides pharmaceutical and Medicare Part B services.
The merger consideration was $16.0 million, which was paid through the issuance
of 435,886 shares of Common Stock (the "Magnolia Shares"). The Magnolia Shares
are being offered hereby.

<PAGE>

PLAN OF DISTRIBUTION

The Company is registering the Shares on behalf of the Selling
Stockholders. All costs, expenses and fees in connection with the registration
of the Shares offered hereby will be borne by the Company. Brokerage
commissions, if any, attributable to the sale of Shares will be borne by the
Selling Stockholders (or their donees and pledgees).

Sales of Shares may be effected from time to time in transactions (which
may include block transactions) on the New York Stock Exchange, in negotiated
transactions, or a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, or at
negotiated prices. The Selling Stockholders have advised the Company that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. The
Selling Stockholders may effect such transactions by selling Common Stock
directly to purchasers or to or through broker-dealers which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholder and/or the
purchasers of Common Stock for whom such broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealers that act in connection with the sale of the
Common Stock might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act and any commission received by them and any profit
on the resale of the shares of Common Stock as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. The Selling
Stockholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act. Liabilities
under the federal securities laws cannot be waived.

The Arcadia Group has agreed not to sell in excess of 100,000 shares of
Common Stock during any 30-day period and to effect sales solely through Salomon
Smith Barney. The holder of the Paragon Shares has agreed not to sell in excess
of 75,000 shares of Common Stock during any 30-day period and to effect sales
solely through Salomon Smith Barney. The holder of the Magnolia Shares has
agreed not to sell in excess of 130,000 shares in any 30-day period during the
first 120 days after the date of this Prospectus and thereafter not more than
100,000 shares in any 30-day period, and in each case to effect sales solely
through Salomon Smith Barney. The holder of the JSP Shares has agreed to effect
sales solely through Salomon Smith Barney.

Because the Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Stockholders
will be subject to prospectus delivery requirements under the Securities Act.
Furthermore, in the event of a "distribution" of the Shares, such Selling
Stockholder, any selling broker or dealer and any "affiliated purchasers" may be
subject to Regulation M under the Securities Exchange Act of 1934, as amended,
which Regulation would prohibit, with certain exceptions, any such person from
bidding for or purchasing any security which is the subject of such distribution
until his participation in that distribution is completed. In addition,
Regulation M under the Exchange Act prohibits, with certain exceptions, any
"stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing
or stabilizing the price of Common Stock in connection with this offering.

The Selling Stockholders may be entitled under agreements entered into with
the Company to indemnification against liabilities under the Securities Act.

LEGAL MATTERS

Certain legal matters with respect to the validity of the Common Stock
offered hereby have been passed upon for the Company by Fulbright & Jaworski
L.L.P., New York, New York. At April 30, 1998, partners of Fulbright & Jaworski
L.L.P. owned an aggregate of 300 shares of Common Stock.

EXPERTS

The consolidated financial statements of Integrated Health Services, Inc.
and subsidiaries as of December 31, 1996 and 1997 and for each of the years in
the three-year period ended December 31, 1997 have been incorporated by
reference in this Prospectus and elsewhere in the Registration State-

<PAGE>

ment in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing. The report of KPMG Peat Marwick
LLP refers to changes in accounting methods, in 1995, to adopt Statement of
Financial Accounting Standards No. 121 related to impairment of long-lived
assets and, in 1996, from deferring and amortizing pre-opening costs of Medical
Specialty Units to recording them as expenses when incurred.

The consolidated financial statements of First American Health Care of
Georgia, Inc. as of December 31, 1994 and 1995 and for each of the years in the
three-year period ended December 31, 1995 have been incorporated by reference in
this Prospectus and in the Registration Statement from IHS' Current Report on
Form 8-K/A, as amended (dated October 17, 1996), in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG Peat Marwick LLP contains an explanatory
paragraph regarding the uncertainty with respect to certain contingent payments
which may be payable under a settlement agreement with the Health Care Financing
Administration.

The consolidated financial statements of Community Care of America, Inc. as
of December 31, 1995 and 1996 and for each of the years in the three-year period
ended December 31, 1996 have been incorporated by reference in this Prospectus
and in the Registration Statement from IHS' Current Report on Form 8-K (dated
September 25, 1997) in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP refers to the change in accounting method in
1996 to adopt Statement of Financial Accounting Standards No. 121 relating to
the impairment of long-lived assets.

The financial statements of RoTech Medical Corporation as of July 31, 1996
and 1997 and for each of the years in the three year period ended July 31, 1997
incorporated in this Prospectus and in the Registration Statement by reference
from IHS' Current Report on Form 8-K (dated October 21, 1997) have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

The financial statements of selected facilities operated by Horizon/CMS
Healthcare Corporation to be sold to Integrated Health Services, Inc. as of May
31, 1997 and 1996 and for each of the years in the two year period ended May 31,
1997 incorporated in this Prospectus and in the Registration Statement by
reference from IHS' Current Report on Form 8-K (dated December 31, 1997) have
been audited by Arthur Andersen LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

<PAGE>

================================================================================

NO PERSON IS AUTHORIZED IN
CONNECTION WITH ANY OFFERING MADE
HEREBY TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR 981,421
MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON SHARES
AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE COMMON STOCK
OFFERED HEREBY, NOR DOES IT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES [GRAPHIC OMITTED]
OFFERED HEREBY TO ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL
TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THE INFORMATION INTEGRATED HEALTH
CONTAINED HEREIN IS CORRECT AS OF ANY SERVICES, INC.
DATE SUBSEQUENT TO THE DATE HEREOF.

------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE COMMON STOCK
-----
<S> <C>
Available Information ........... 2
Incorporation of Certain
Documents by Reference ......... 3
The Company ..................... 4
Risk Factors .................... 6
Recent Developments ............. 14 ---------------------
Use of Proceeds ................. 16 PROSPECTUS
Selling Stockholders ............ 16 ---------------------
Plan of Distribution ............ 19
Legal Matters ................... 19
Experts ......................... 19 , 1998
</TABLE>

================================================================================
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is an itemized statement of the estimated amounts of all
expenses payable by the Registrant in connection with the registration of the
Shares:

ITEM AMOUNT
---- ------
<S> <C>
Registration Fee - Securities and Exchange Commission .......... $ 11,139.68
Legal, accounting and printing fees and expenses ............... 35,000.00*
Miscellaneous .................................................. 3,860.32*
------------
Total ....................................................... $ 50,000.00*
============
</TABLE>

- ----------
* Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the DGCL, a corporation may include provisions in its certificate of
incorporation that will relieve its directors of monetary liability for breaches
of their fiduciary duty to the corporation, except under certain circumstances,
including a breach of the director's duty of loyalty, acts or omissions of the
director not in good faith or which involve intentional misconduct or a knowing
violation of law, the approval of an improper payment of a dividend or an
improper purchase by the corporation of stock or any transaction from which the
director derived an improper personal benefit. The Company's Third Restated
Certificate of Incorporation, as amended, provides that the Company's directors
are not liable to the Company or its stockholders for monetary damages for
breach of their fiduciary duty, subject to the described exceptions specified by
the DGCL.

Section 145 of the DGCL grants to the Company the power to indemnify each
officer and director of the Company against liabilities and expenses incurred by
reason of the fact that he is or was an officer or director of the Company if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The Company's Third Restated Certificate of Incorporation, as amended,
and By-laws, as amended, provide for indemnification of each officer and
director of the Company to the fullest extent permitted by the DGCL. In
addition, IHS has entered into indemnity agreements with its directors and
executive officers, a form of which is included as Exhibit 10.72 to IHS's
Registration Statement on Form S-1, No. 33-39339, effective March 31, 1992.
Section 145 of the DGCL also empowers the Company to purchase and maintain
insurance on behalf of any person who is or was an officer or director of the
Company against liability asserted against or incurred by him in any such
capacity, whether or not the Company would have the power to indemnify such
officer or director against such liability under the provisions of Section 145.
The Company has purchased and maintains a directors' and officers' liability
policy for such purposes.

The agreements pursuant to which the Arcadia Shares and the Paragon Shares
were issued (Exhibits 2.1 and 2.2, respectively) provide for indemnification by
the sellers thereunder of the Company and its controlling persons, directors and
officers for certain liabilities, including liabilities arising under the
Securities Act.

ITEM 16. EXHIBITS.

2.1 -- Agreement and Plan of Reorganization, dated as of July 24, 1997,
among the Company, Integrated AG Acquisition, Inc., Arcadia
Services, Inc. and the other parties thereto.(1)

2.2 -- Agreement and Plan of Merger dated as of January 9, 1998, among
Integrated Health Services, Inc., IHS Acquisition XXXIV, Inc. and
Paragon Rehabilitative Services, Inc. and Phillip Slive.*
</TABLE>

II-1

<PAGE>

<TABLE>

2.3 -- Amended and Restated Agreement and Plan of Merger dated as of
February 27, 1998 among Integrated Health Services, Inc., IHS
Acquisition No. 35, Inc., IHS Acquisition No. 36, Inc., and The
Magnolia Group, Inc. and Medi-Serve, Inc. and Terry L. Cash.*

2.4 -- Limited Partnership Interest Purchase Agreement dated as of
February 28, 1998, among Cambridge Health Services of Texas, Inc.,
Integrated Health Services, Inc. and Uro-Tech, Ltd.*

2.5 -- Asset Purchase Agreement dated as of March 16, 1998 among Symphony
Diagnostic Services No. 1, Inc. and Pamela Reichart and Jersey
Shore Portable X-Ray, Inc.*

4.1 -- Third Restated Certificate of Incorporation, as amended. (2)

4.2 -- Amendment to the Third Restated Certificate of Incorporation, dated
May 26, 1995. (3)

4.3 -- Certificate of Designation of Series A Junior Participating
Cumulative Preferred Stock (4)

4.4 -- By-laws, as amended. (5)

5 -- Opinion of Fulbright & Jaworski L.L.P.*

23.1 -- Consents of KPMG Peat Marwick LLP.

23.2 -- Consent of Deloitte & Touche LLP.

23.2 -- Consent of Arthur Andersen LLP

23.4 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).*

24 -- Power of Attorney (included on signature page).*

99 -- Certified Resolution.
</TABLE>

- ----------

* Previously filed.

(1) Incorporated herein by reference to the Company's Registration Statement on
Form S-3 (No. 333-41973).

(2) Incorporated by reference to the Company's Registration Statement on Form
S-3, No. 33-77754, effective June 29, 1994.

(3) Incorporated by reference to the Company's Registration Statement on Form
S-4, No. 33-94130, effective September 15, 1995.

(4) Incorporated by reference to the Company's Current Report on Form 8-K dated
September 27, 1995.

(5) Incorporated by reference the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

(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 (a)(1)(i) and (a)(1)(ii) do not apply if
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.

II-2

<PAGE>

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Owings Mills, State of Maryland on June 4, 1998.

INTEGRATED HEALTH SERVICES, INC.

By /s/ ROBERT N ELKINS*
------------------------------------
Robert N. Elkins, Chairman of the Board,
President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
/s/ ROBERT N. ELKINS* Chairman of the Board, President June 4, 1998
- ----------------------------- and Chief Executive Officer
(Robert N. Elkins) (Principal Executive Officer)

/s/ EDWIN M. CRAWFORD* Director June 4, 1998
- -----------------------------
(Edwin M. Crawford )

/s/ KENNETH M. MAZIK* Director June 4, 1998
- -----------------------------
(Kenneth M. Mazik)

/s/ ROBERT A. MITCHELL* Director June 4, 1998
- -----------------------------
(Robert A. Mitchell)

/s/ CHARLES W. NEWHALL, III* Director June 4, 1998
- -----------------------------
(Charles W. Newhall, III)

/s/ TIMOTHY F. NICHOLSON* Director June 4, 1998
- -----------------------------
(Timothy F. Nicholson)

/s/ JOHN L. SILVERMAN* Director June 4, 1998
- -----------------------------
(John L. Silverman)

/s/ GEORGE H. STRONG* Director June 4, 1998
- -----------------------------
(George H. Strong)

</TABLE>

II-4

<PAGE>

SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ C. TAYLOR PICKETT Executive Vice President- June 4, 1998
- ----------------------------- Chief Financial Officer (Principal
(C. Taylor Pickett) Financial Officer)

/s/ W. BRADLEY BENNETT* Executive Vice President- June 4, 1998
- ----------------------------- Chief Accounting Officer
(W. Bradley Bennett) (Principal Accounting Officer)

</TABLE>

*By: /s/ C. TAYLOR PICKETT
------------------------
(C. Taylor Pickett)
Attorney-in-Fact

II-5

<PAGE>

INDEX TO EXHIBITS

EXHIBIT

NO. DESCRIPTION PAGE NO.
--- ----------- --------
<S> <C> <C>
2.1 -- Agreement and Plan of Reorganization, dated as of July 24, 1997,
among the Company, Integrated AG Acquisition, Inc., Arcadia
Services, Inc. and the other parties thereto.(1)

2.2 -- Agreement and Plan of Merger dated as of January 9, 1998, among
Integrated Health Services, Inc., IHS Acquisition XXXIV, Inc. and
Paragon Rehabilitative Services, Inc. and Phillip Slive.*

2.4 -- Limited Partnership Interest Purchase Agreement dated as of
February 28, 1998, among Cambridge Health Services of Texas, Inc.,
Integrated Health Services, Inc. and Uro-Tech, Ltd.*

2.5 -- Asset Purchase Agreement dated as of March 16, 1998 among Symphony
Diag- nostic Services No. 1, Inc. and Pamela Reichart and Jersey
Shore Portable X-Ray, Inc.*

4.1 -- Third Restated Certificate of Incorporation, as amended. (2)

4.2 -- Amendment to the Third Restated Certificate of Incorporation,
dated May 26, 1995. (3)

4.3 -- Certificate of Designation of Series A Junior Participating
Cumulative Preferred Stock (4)

4.4 -- By-laws, as amended. (5)

5 -- Opinion of Fulbright & Jaworski L.L.P.*

23.1 -- Consents of KPMG Peat Marwick LLP.

23.2 -- Consent of Deloitte & Touche LLP.

23.2 -- Consent of Arthur Andersen LLP

23.4 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).*

24 -- Power of Attorney (included on signature page).*

99 -- Certified Resolution.
</TABLE>

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* Previously filed.

(1) Incorporated herein by reference to the Company's Registration Statement on
Form S-3 (No. 333-41973).

(2) Incorporated by reference to the Company's Registration Statement on Form
S-3, No. 33-77754, effective June 29, 1994.

(3) Incorporated by reference to the Company's Registration Statement on Form
S-4, No. 33-94130, effective September 15, 1995.

(4) Incorporated by reference to the Company's Current Report on Form 8-K dated
September 27, 1995.

(5) Incorporated by reference the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Integrated Health Services, Inc.:

We consent to the use of our report dated March 25, 1998 relating to the
consolidated financial statements of Integrated Health Services, Inc. ("IHS")
and subsidiaries, incorporated herein by reference, to the incorporation herein
by reference of our report dated April 14, 1997 relating to the consolidated
financial statements of Community Care of America, Inc. and subsidiaries, which
report appears in Amendment No. 1 to Form 8-K/A of IHS dated September 25, 1997
and filed May 29, 1998, to the incorporation herein by reference of our report
dated October 17, 1996 relating to the consolidated financial statements of
First American Health Care of Georigia, Inc. and subsidiaries, which report
appears in Amendment No. 1 to Form 8-K/A of IHS filed on July 11, 1997, and to
the reference to our firm under the heading "Experts" in the registration
statement.

Our report dated March 25, 1998 refers to changes in accounting methods, in
1995, to adopt Statement of Financial Accounting Standards No. 121 relating to
impairment of long-lived assets and, in 1996, from deferring and amortizing
pre-opening costs of medical specialty units to recording them as expenses when
incurred. Our report dated April 14, 1997 refers to the change in accounting
method in 1996 to adopt Statement of Financial Accounting Standards No. 121
relating to impairment of long-lived assets. Our report dated October 17, 1996
contains an explanatory paragraph regarding the uncertainty with respect to
certain contingent payments which may be payable under a settlement agreement
with the Health Care Financing Administration.

KPMG Peat Marwick LLP

Baltimore, Maryland
June 4, 1998

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Amendment No. 3 to the
Registration Statement on Form S-3 of Integrated Health Services, Inc. (IHS) of
our report dated September 18, 1997 (October 21, 1997 as to Note 1), appearing
in the Annual Report on Form 10-K of RoTech Medical Corporation for the year
ended July 31, 1997, which appears in the Form 8-K, dated October 21, 1997, as
amended, of IHS, and to the reference to us under the heading "Experts" in the
Registration Statement.

Deloitte & Touche LLP
Orlando, Florida
June 4, 1998

EXHIBIT 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 6, 1998
included in Integrated Health Services, Inc.'s Current Report on Form 8-K dated
December 31, 1997 and to all references to our Firm included in this
registration statement.

Arthur Andersen LLP

Albuquerque, New Mexico
May 27, 1998

EXHIBIT 99

INTEGRATED HEALTH SERVICES, INC.
ASSISTANT SECRETARY'S CERTIFICATE

I, Leslie A. Glew, Assistant Secretary of Integrated Health Services, Inc.,
a Delaware corporation (the "Corporation"), do hereby certify that set forth
below is a true and correct copy of a resolution, duly adopted by the Board of
Directors of the Corporation at meetings duly called and held at which a quorum
was present, or by unanimous written consent, in connection with the
Corporation's Registration Statement on Form S-3 (No. 333-48947) (the
"Registration Statement") and any amendment(s) or post-effective amendment(s)
thereto, pertaining to the authorization of the name of officers signing the
Registration Statement or any amendment(s) or post-effective amendment(s)
thereto to be signed pursuant to a power of attorney, and that such resolution
has not been rescinded or modified and is still in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed this Certificate this 3rd
day of June, 1998.

/s/ Leslie A. Glew
----------------------------------------
Leslie A. Glew, Assistant Secretary

"RESOLVED, that the officers and directors of the Company who are required
to execute the Registration Statement be, and they hereby are, and each of them
hereby is, authorized to execute and deliver a power-of-attorney appointing
Robert N. Elkins and C. Taylor Pickett to be the attorneys-in-fact and agents
with full power of substitution and resubstitution, for each of such directors
and officers and in their name, place and stead, in any and all capacities, to
sign any amendment(s) to the Registration Statement, including any
post-effective amendment(s), to file the same with the Commission and to perform
all other acts necessary in connection with any matter relating to the
Registration Statement and any amendment(s) or post-effective amendment(s)
thereto."