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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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UNITED WISCONSIN SERVICES, INC.
(Exact name of Registrant as specified in its charter)

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WISCONSIN 39-1431799
(State of incorporation) (I.R.S. Employer Identification No.)

401 WEST MICHIGAN STREET
MILWAUKEE, WISCONSIN
53203-2896
(414) 226-6900
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

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UNITED WISCONSIN SERVICES, INC.
EQUITY INCENTIVE PLAN
(Full Title of the Plan)

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THOMAS R. HEFTY, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNITED WISCONSIN SERVICES, INC.
401 WEST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53203-2896
(414) 226-6900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
GEOFFREY R. MORGAN
MICHAEL, BEST & FRIEDRICH
100 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-4108

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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate price offering registration fee

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Common Stock, no par value 305,696 shares $ 4.66 (1) $ 1,424,543 $ 432
1,000,000 shares 32.83 (1) 32,830,000 9,948
275,833 shares 18.13 (1) 5,000,852 1,515
158,730 shares 25.20 (1) 3,999,996 1,212
409,741 shares 23.00 (2) 9,424,043 2,856

Total: 2,150,000 shares Total: $52,679,434 Total: $ 15,963
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(1) Calculated pursuant to Rule 457(h), based on the actual per share
exercise price of the stock options pursuant to which the Common Stock
being registered hereby may be acquired.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c), based on the average of the high
and low sales prices of the Common Stock on February 10, 1997 as reported
on the New York Stock Exchange.
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INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT

In accordance with General Instruction E to Form S-8, the contents of
Registration Statement No. 33-81006 on Form S-8 of United Wisconsin Services,
Inc. (the "Company"), which was filed with the Securities and Exchange
Commission on June 30, 1994, are incorporated herein by reference.

EXPLANATORY NOTE

The United Wisconsin Services, Inc. Equity Incentive Plan (the "Plan") was
adopted by the Company's Board of Directors on February 24, 1993 and was
approved by the Company's shareholders on May 26, 1993. Thereafter, the Company
filed a Registration Statement on Form S-8 (Registration No. 33-81006) to
register the 600,000 shares of Common Stock of the Company, no par value per
share (the "Common Stock"), reserved for issuance under the Plan.

On July 31, 1996, the Company's Board of Directors approved an amendment to
the Plan which increased the number of shares of Common Stock which can be
issued pursuant to the Plan by 2,150,000 shares, so that after such amendment,
the total number of shares of Common Stock allocated to the Plan is 2,750,000.
Such amendment was approved by the Company's shareholders on October 30, 1996.
Accordingly, this Registration Statement is being filed to register the
2,150,000 additional shares of Common Stock.

The information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by the Company as required by Part I of
Form S-8 and by Rule 428 under the Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. EXHIBITS.

4.1 United Wisconsin Services, Inc. Equity Incentive Plan (incorporated by
reference to exhibits filed with Registrants' Registration Statement on
Form S-1 effective July 13, 1993 (registration no. 33-59798)). As amended
by amendment effective as of August 15, 1996.
5.1 Opinion of Michael, Best & Friedrich
23.1 Consent of Ernst & Young LLP
23.2 Consent of Michael, Best & Friedrich (Included as part of the opinion
contained in Exhibit 5.1 herein)

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 Milwaukee, and the State of Wisconsin, on the 14th
day of February, 1997.

UNITED WISCONSIN SERVICES, INC.

BY: /s/ Thomas R. Hefty
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THOMAS R. HEFTY
CHAIRMAN OF THE BOARD AND PRESIDENT

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas R. Hefty and C. Edward Mordy, or either of
them, his or her true and lawful attorneys-in-fact and agents, for him or her
and in his or her name, place and stead in any and all capabilities, to sign any
and all amendments (including pre- and post- effective amendments) to this
Registration Statement, and to file all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and any state
of the United States, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done 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 may lawfully do or cause
to be done by virtue thereof.

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 DATE INDICATED.

SIGNATURE TITLE DATE

/s/ Thomas R. Hefty Chairman of the Board February 14, 1997
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Thomas R. Hefty President & Director

/s/ C. Edward Mordy Vice President (Principal February 14, 1997
- ------------------------------ Financial and Accounting
C. Edward Mordy Officer)

/s/ Richard A. Abdoo Director February 14, 1997
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Richard A. Abdoo

/s/ Thomas A. Bausch Director February 14, 1997
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Thomas A. Bausch

/s/ Jane T. Coleman Director February 14, 1997
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Jane T. Coleman

/s/ James L. Forbes Director February 14, 1997
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James L. Forbes

/s/ James C. Hickman Director February 14, 1997
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James C. Hickman

/s/ William R. Johnson Director February 14, 1997
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William R. Johnson

/s/Eugene A. Menden Director February 14, 1997
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Eugene A. Menden

/s/ Donald P. Muench Director February 14, 1997
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Donald P. Muench

/s/ Arthur W. Nesbitt Director February 14, 1997
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Arthur W. Nesbitt