FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 22(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                         HANGER ORTHOPEDIC GROUP, INC.
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            (Exact name of registrant as specified in its charter.)

                      Delaware                         84-0904275
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     (State of incorporation or organization)       (I.R.S. Employer
                                                   Identification No.)


               7700 Old Georgetown Road
               Bethesda, MD                              20814
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        (Address of principal executive offices)       (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                  Name of each exchange on which
      To be so Registered                  each class is to be registered
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Common stock, par value $.01                      New York Stock Exchange
              per share

Securities to be registered pursuant to Section 12(g) of the Act:

      None




Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

      The class of capital stock of Hanger Orthopedic Group,  Inc., a Delaware
corporation  (the  "Company"),  to be registered by this Form 8-A Registration
Statement is the Company's common stock, par value $.01 per share (the "Common
Stock"), of which 25,000,000 shares are authorized. Each share of Common Stock
is  entitled  to one vote on all  matters  to be voted  upon by  shareholders.
Cumulative voting is not permitted. No preemptive rights attach to the shares.
Dividends  may be paid to the holders of Common  Stock when and if declared by
the Board of Directors out of funds legally available  therefore.  The holders
of Common  Stock are  entitled  to share pro rata in the  distribution  of the
Company's assets  available for such purpose in the event of liquidation.  The
Common Stock dividend and  liquidation  rights are subject to the prior rights
of the holders of any series of the Company's  Preferred Stock, par value $.01
per share, of which 10,000,000 shares are authorized.

Item 2. EXHIBITS.

      The Company has furnished  copies of the following  documents to the New
York Stock Exchange:

      1.    The  Company's  Annual  Report  on Form  10-K for the  year  ended
            December 31, 1997

      2.    The Company's  Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1998

      3.    The Company's  definitive proxy  statement,  dated April 21, 1998,
            relating  to the Annual  Meeting of  Shareholders  held on May 19,
            1998

      4.    The  Articles  of  Incorporation  and By-Laws of the  Company,  as
            amended

      5.    Specimen Common Stock certificate

      6.    The  Company's  Annual Report to  Shareholders  for the year ended
            December 31, 1997

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                                   SIGNATURE

      Pursuant to the  requirements  of Section 12 of the Securities  Exchange
Act of 1934, the Registrant has duly caused this registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                                 HANGER ORTHOPEDIC GROUP, INC.

November 20, 1998                                By: /s/IVAN R. SABEL
                                                     ----------------
                                                     Ivan R. Sabel
                                                     President