As filed with the Securities and Exchange Commission on September 9, 2004

Registration No. 333-                        

FORM S-8

SECURITIES AND EXCHANGE COMMISSION

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VistaCare, Inc.

VistaCare, Inc. 1998 Stock Option Plan

Richard R. Slager
President and Chief Executive Officer
4800 North Scottsdale Road, Scottsdale, AZ 85251, (480) 648-4545
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Table of Contents

EXPLANATORY NOTE

     This Registration Statement has been prepared in accordance with the requirements of Form S-8, as amended, and relates to 800,000 shares of Class A Common Stock, $.01 par value per share (“Common Stock”), of VistaCare, Inc. (the “Company”), which 800,000 shares represent additional shares of Common Stock authorized for issuance under the Company’s 1998 Stock Option Plan (the “Plan”) in connection with an amendment and restatement of the Plan approved by the Board of Directors of the Company on April 12, 2004 and by the Company’s stockholders at the Company’s 2004 Annual Meeting of Stockholders on May 18, 2004. The Company previously filed with the Securities and Exchange Commission on January 21, 2003 a Registration Statement (File No. 333-102615) (the “Prior Registration Statement”) covering 3,200,000 shares of Common Stock reserved for issuance under the Plan, 300,000 shares of Common Stock reserved for issuance under the Company’s 2002 Non-Employee Director Stock Option Plan and 200,000 shares of Common Stock reserved for issuance under the Company’s 2002 Employee Stock Purchase Plan. The prior Registration Statement is incorporated herein by reference.

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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 Scottsdale, Arizona on this 10th day of August 2004.

Power of Attorney and Signatures

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Richard R. Slager and Mark E. Liebner, jointly and severally, his or her true and lawful attorneys-in-fact and agents with full powers of substitution, for him or her and in his or her 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 the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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

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INDEX TO EXHIBITS

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