S-8

As filed with the Securities and Exchange Commission on April 22, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OCCUPATIONAL HEALTH + REHABILITATION INC

(Exact name of registrant as specified in its charter)

Delaware	13-3464527
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

175 Derby Street, Suite 36, Hingham, MA	02043
(Address of Principal Executive Offices)	(Zip Code)

Occupational Health + Rehabilitation Inc 1998 Stock Plan

(Full title of the plan)

John C. Garbarino

President and Chief Executive Officer

Occupational Health + Rehabilitation Inc

175 Derby Street, Suite 36

Hingham, MA 02043

(Name and address of agent for service)

(781) 741-5175

(Telephone number, including area code, of agent for service)

Copy to:

Donna L. Brooks, Esq.

Shipman & Goodwin LLP

One American Row

Hartford, Connecticut 06103

(860) 251-5000

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per unit (1)		Proposed maximum aggregate offering price (1)		Amount of registration fee
Common Stock, par value $.001	200,000	$	1.20	$	240,000	$	19.42

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 based on the average of the bid and asked price per share of $1.20 on April 18, 2003 as reported on the OTC Bulletin Board.

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus relating to the securities registered under this Registration Statement also relates to Registration Statement No. 333-61997, filed August 21, 1998, Registration Statement No. 333-33948, filed April 4, 2000, Registration Statement No. 333-59578, filed April 26, 2001, and Registration Statement No. 333-86588, filed April 19, 2002.

STATEMENT PURSUANT TO GENERAL

INSTRUCTION E OF FORM S-8

This registration statement relates to the registration of additional shares of Common Stock, par value $0.001 per share, of Occupational Health + Rehabilitation Inc, the same class of securities as registered on Forms S-8 for Occupational Health + Rehabilitation Inc 1998 Stock Plan, File No. 333-61997, File No. 333-33948, File No. 333-59578 and File No. 333-86588. The contents of the prior Registration Statements are incorporated in this registration statement by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hingham, Commonwealth of Massachusetts, on April 16, 2003.

OCCUPATIONAL HEALTH + REHABILITATION INC

By: /s/    John C. Garbarino

John C. Garbarino,

President and Chief Executive Officer

POWER OF ATTORNEY

Know All Persons by These Presents, that each person whose signature appears below constitutes and appoints John C. Garbarino his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file same, with all exhibits thereto, and other documents in connection therewith, with full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    John C. Garbarino         John C. Garbarino	President and Chief Executive Officer (principal executive officer)	April 16, 2003
/s/    Keith G. Frey         Keith G. Frey	Chief Financial Officer and Secretary (principal financial officer)	April 16, 2003
/s/    Janice M. Goguen         Janice M. Goguen	Vice President, Finance and Controller (principal accounting.officer)	April 16, 2003
/s/    EDWARD L. CAHILL         Edward L. Cahill	Director	April 11, 2003
/s/    Kevin J. Dougherty         Kevin J. Dougherty	Director	April 9, 2003

Signature	Title	Date
/s/    Angus M. Duthie         Angus M. Duthie	Director	April 10, 2003
/s/    Steven W. Garfinkle         Steven W. Garfinkle	Director	April 11, 2003
/s/    Donald W. Hughes         Donald W. Hughes	Director	April 9, 2003
/s/    Frank H. Leone         Frank H. Leone	Director	April 9, 2003

Exhibit Index

Exhibit No.	Description
5.1	Opinion of Shipman & Goodwin LLP as to the legality of the securities being registered.
23.1	Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP.
24.1	Power of Attorney (included in the signature page of this registration statement).
99.1	Occupational Health + Rehabilitation Inc 1998 Stock Plan, as amended (Filed as Exhibit 10.04 to Form 10-K for the fiscal year ended December 31, 2002, File No. 0-21428, and incorporated by reference herein).

EX-5.1

Exhibit 5.1

Shipman & Goodwin LLP	One American Row
Counselors at Law	Hartford, CT 06103-2819 Tel: (860) 251-5000

April 22, 2003

Occupational Health + Rehabilitation Inc

175 Derby Street, Suite 36

Hingham, MA 02043

Re: Registration Statement on Form S-8 Relating to Shares of Common Stock of

Occupational Health + Rehabilitation Inc Issuable under its 1998 Stock Plan

Ladies and Gentlemen:

As counsel for Occupational Health + Rehabilitation Inc, a Delaware corporation (the “Company”), we are furnishing you with this opinion in connection with the issuance of up to an additional 200,000 shares of Common Stock of the Company (the “Shares”) pursuant to the above-referenced Plan (the “Plan”), to which the above-referenced Registration Statement relates.

As counsel to the Company, we have examined the Registration Statement and such other documents as we have deemed necessary or appropriate in order to express the opinion set forth below. In connection with our opinion hereinafter given, we have examined and relied upon originals, or copies, certified or otherwise, identified to our satisfaction, of such agreements, documents, certificates and other statements of government officials, corporate officers and representatives, and such other documents as we have deemed relevant and necessary as a basis for such opinion. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the original documents of documents submitted to us as copies.

Based on the foregoing, we are of the opinion that the Shares, when issued as contemplated by the Plan and said Registration Statement, will be duly authorized and legally issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/    Shipman & Goodwin LLP

EX-23.2

Exhibit 23.2

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 7, 2003, except for Notes 4 and 10 as to which the date is March 24, 2003, relating to the consolidated financial statements and financial statement schedule of Occupational Health + Rehabilitation Inc, which appears in Occupational Health + Rehabilitation Inc’s Annual Report on Form 10-K for the year ended December 31, 2002.

/s/    PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 22, 2003