As filed with the Securities and Exchange Commission on March 31, 2005

SECURITIES AND EXCHANGE COMMISSION

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FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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BIOSCRIP, INC.

BioScrip, Inc.
100 Clearbrook Road
Elmsford, New York 10523
(914) 460-1600
(Address of Registrant’s Principal Executive Office) (Zip Code)
___________________________

BioScrip, Inc. 2001 Incentive Stock Plan
(Full title of the Plans)

Barry A. Posner
BioScrip, Inc.
100 Clearbrook Road
Elmsford, New York 10523
(914) 460-1600
——
(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
——
Copies requested to:
E. William Bates, II
King & Spalding LLP
1185 Avenue of the Americas.
New York, New York 10036
(212) 556-2100
___________________________

CALCULATION OF REGISTRATION FEE

(1)	Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) and Rule 457(c) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Common Stock on the Nasdaq National Market on March 23, 2005.

 

TABLE OF CONTENTS

PART II
	Item 8. Exhibits
SIGNATURES
EX-5.1: OPINION OF BARRY A. POSNER, ESQ.
EX-23.2: CONSENT OF ERNST & YOUNG LLP

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Table of Contents

INTRODUCTION

     The purpose of this registration statement is to register an additional 2,000,000 shares of common stock, par value $.0001 per share, of BioScrip, Inc. that are available for issuance pursuant to an amended and restated BioScrip, Inc. 2001 Incentive Stock Plan and consists only of those items required by General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The registrant’s Registration Statement on Form S-8, Registration No. 333-107307, filed with the Securities and Exchange Commission on July 7, 2003, is incorporated herein by reference.

Item 8. Exhibits

     The following exhibits are filed with or incorporated by reference into this Registration Statement pursuant to Item 601 of Regulation S-K:

 

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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elmsford, State of New York, on this the 31^st day of March 2005.

	BIOSCRIP CORPORATION
	By:	/s/ Barry A. Posner
		Barry A. Posner
		Executive Vice President, Secretary and General Counsel

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Barry A. Posner as 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 to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required 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 his substitute, 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 below by the following persons in the capacities indicated on the 31^st day of March 2005.

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