<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2001
                                         REGISTRATION STATEMENT NO. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               -------------------

                             Continucare Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Florida                                         59-2716023
 -------------------------------                         ----------------------
 (State or other jurisdiction of                            (IRS Employer
  incorporation or organization)                         Identification Number)

                         80 S.W. 8th Street, Suite 2350
                              Miami, Florida 33130
                    ---------------------------------------
                    (Address of principal executive offices)

                  Continucare Corporation Amended and Restated
                             2000 Stock Option Plan

--------------------------------------------------------------------------------

                                Spencer J. Angel
         President, Chief Executive Officer, and Chief Operating Officer
                         80 S.W. 8th Street, Suite 2350
                              Miami, Florida 33178
               ---------------------------------------------------
                     (Name and address of agent for service)

                                 (305) 350-7515
               ---------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy To:
                             Rebecca R. Orand, Esq.
                             Greenberg Traurig, P.A.
                              1221 Brickell Avenue
                              Miami, Florida 33131
                                 (305) 579-0500

                               -------------------

<TABLE>
<CAPTION>

                                                CALCULATION OF REGISTRATION FEE

====================================================================================================================================
                                                                   Proposed maximum            Proposed
           Title of Securities                Amount to be          offering price         Maximum aggregate         Amount of
            to be Registered                   registered            per share(1)          offering price(1)      registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                  <C>                      <C>                       <C>
Common Stock                                    4,000,000            $.35 to $.69             $1,855,600                $464
  $.01 par value......................           Shares
====================================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended on the basis of (i) the actual price of 1,340,000 options granted under
the Continuecare Corporation Amended and Restated 2000 Stock Option Plan (at
$.69 per share) and (ii) an assumed price of $.35 per share (based on the
average of the high and low sale price of the common stock on the American Stock
Exchange on May 14, 2001) for 2,660,000 options, the remaining options to be
granted under the Continuecare Corporation Amended and Restated 2000 Stock
Option Plan.


<PAGE>   2

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         We hereby incorporate by reference into this Registration Statement the
following documents or portions thereof as indicated:

         (a)      our Annual Report on Form 10-K for the fiscal year ended
                  June 30, 2000;

         (b)      our Quarterly Reports on Form 10-Q for the quarters ended
                  September 30, 2000, December 31, 2000 and March 31, 2001;

         (c)      our definitive proxy statement dated November 14, 2000 filed
                  in connection with our 2000 Annual Meeting of Stockholders

         (d)      all other reports filed by us pursuant to Section 13(a) or
                  15(d) of the Securities Exchange Act of 1934 (the "Exchange
                  Act") since June 30, 2000.

         (e)      the descriptions of the Registrant's Common Stock and related
                  matters set forth under the captions "Description of Capital
                  Stock" and "Dividend Policy" in the Registrant's Registration
                  Statement on Form SB-2 (File No. 333-16803) filed under the
                  Securities Act of 1933, as amended (the "Act"), including any
                  amendments to such descriptions in such Registration
                  Statement.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement, or in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         We have authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify our directors and officers to the extent provided
for in such statute. Our Amended and Restated Articles of Incorporation and
Bylaws provide that we shall indemnify and may insure our officers and directors
to the fullest extent not prohibited by law. We also maintain a policy of
directors' and officers' liability insurance that insures, subject to certain
exclusions, our directors and officers against the cost of defense, settlement
of, payment of a judgment in connection with a proceeding, whether actual or
threatened, to which any such person may be made a party by reason of the fact
that such person is or was a director or officer of the corporation.

         The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability in the event the director
breaches or fails to perform his




                                      II-1
<PAGE>   3

duties as a director and such director's breach of, or failure to perform, such
duties constitutes (a) a violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (b) deriving an improper personal benefit from
a transaction; (c) voting for or assenting to an unlawful distribution; (d)
willful misconduct or a conscious disregard for the best interest of the
Registrant in a proceeding by or in the right of the Registrant to procure a
judgment in this favor or in a proceeding by or in the right of a shareholder;
and (e) recklessness or an act or omission which was committed in bad faith or
with malicious purpose or in a manner exhibition wanton and willful disregard of
human rights, safety, or property in a proceeding by or in the right of someone
other than the Registrant or a shareholder. The statute does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

See "Exhibit Index" on page II-5 below.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933 (the "Act");

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement.

                           Provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the Registrant
                           pursuant to Section 13 or 15(d) of the Exchange Act
                           that are incorporated by reference in this
                           Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Act, each such post-effective amendment
                           shall be deemed to be a new registration statement
                           relating to the securities offered therein, and the
                           offering of such securities at that time shall be
                           deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned hereby undertakes that, for purposes of
                  determining any liability under the Act, each filing of the
                  corporation's annual report pursuant to Section 13(a) or
                  Section 15(d) of the Exchange Act that is incorporated by
                  reference in the registration statement shall be deemed to be
                  a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.



                                      II-2
<PAGE>   4

         (c)      Insofar as indemnification for liabilities arising under the
                  Act may be permitted to directors, officers and controlling
                  persons of the corporation pursuant to the foregoing
                  provisions, or otherwise, the corporation has been advised
                  that in the opinion of the Securities and Exchange Commission
                  such indemnification is against public policy as expressed in
                  the Act and is, therefore, unenforceable. In the event that a
                  claim for indemnification against such liabilities (other than
                  the payment by the corporation of expenses incurred or paid by
                  a director, officer or controlling person of the corporation
                  in the successful defense of any action, suit or proceeding)
                  is asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  corporation will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed in
                  the Act and will be governed by the final adjudication of such
                  issue.



                                      II-3
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Act, we certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form S-8 and have duly caused this Registration Statement to be signed on our
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida on May 18, 2001.

                           CONTINUCARE CORPORATION


                           By: /s/ Spencer J. Angel
                               -------------------------------------------------
                               Name:  Spencer J. Angel
                               Title: President, Chief Executive Officer, and
                                      Chief Operating Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Spencer J. Angel and Janet L. Holt his true and lawful
attorney-in-fact, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including any post-effective
amendments, to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents to be filed in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitute, each acting alone, may lawfully do
or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

         Signature                                 Title                                          Date
         ---------                                 -----                                          ----


<S>                                    <C>                                                    <C>
/s/ Spencer J. Angel                   President, Chief Executive Officer, Chief              May 18, 2001
------------------------------------   Operating Officer, and Director
Spencer J. Angel                       (principal executive officer)



/s/ Janet L. Holt                      Chief Financial Officer                                May 18, 2001
------------------------------------   (principal financial officer
Janet L. Holt                          and principal accounting officer)



/s/ Charles M. Fernandez               Chairman of the Board                                  May 18, 2001
------------------------------------
Charles M. Fernandez



                                        Vice Chairman of the Board
------------------------------------
Phillip Frost, M.D.



/s/ Robert Cresci                       Director                                              May 18, 2001
------------------------------------
Robert Cresci




/s/ Patrick Healy                       Director                                              May 18, 2001
------------------------------------
Patrick Healy

</TABLE>





                                      II-4
<PAGE>   6

                                  EXHIBIT INDEX

    Exhibit
    Number                            Description
    -------                           -----------

     4.1    Continucare Corporation Amended and Restated 2000 Stock Option Plan

     5.1    Opinion of Greenberg Traurig, P.A.

    23.1    Consent of Ernst & Young LLP

    23.2    Consent of Greenberg Traurig, P.A. (contained in its opinion filed
            as Exhibit 5.1 hereto)

    24.1    Power of Attorney is included in the Signature section of the
            Registration Statement







                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "g69620s-8.txt", "description": "CONTINUCARE CORPORATION", "secsgml_size_bytes": 17969}]
{"company-data": {"conformed-name": "CONTINUCARE CORP", "cik": "0000803352", "assigned-sic": "8093", "irs-number": "592716063", "state-of-incorporation": "FL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61246", "film-number": "1643597"}, "business-address": {"street1": "100 SOUTHEAST 2ND ST", "street2": "36TH FLOOR", "city": "MIAMI", "state": "FL", "zip": "33131", "phone": "3053507515"}, "former-company": {"former-conformed-name": "ZANART ENTERTAINMENT INC", "date-changed": "19950420"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2001
                                         REGISTRATION STATEMENT NO. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               -------------------

                             Continucare Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Florida                                         59-2716023
 -------------------------------                         ----------------------
 (State or other jurisdiction of                            (IRS Employer
  incorporation or organization)                         Identification Number)

                         80 S.W. 8th Street, Suite 2350
                              Miami, Florida 33130
                    ---------------------------------------
                    (Address of principal executive offices)

                  Continucare Corporation Amended and Restated
                             2000 Stock Option Plan

--------------------------------------------------------------------------------

                                Spencer J. Angel
         President, Chief Executive Officer, and Chief Operating Officer
                         80 S.W. 8th Street, Suite 2350
                              Miami, Florida 33178
               ---------------------------------------------------
                     (Name and address of agent for service)

                                 (305) 350-7515
               ---------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy To:
                             Rebecca R. Orand, Esq.
                             Greenberg Traurig, P.A.
                              1221 Brickell Avenue
                              Miami, Florida 33131
                                 (305) 579-0500

                               -------------------
CALCULATION OF REGISTRATION FEE

====================================================================================================================================
                                                                   Proposed maximum            Proposed
           Title of Securities                Amount to be          offering price         Maximum aggregate         Amount of
            to be Registered                   registered            per share(1)          offering price(1)      registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock                                    4,000,000            $.35 to $.69             $1,855,600                $464
  $.01 par value......................           Shares
====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended on the basis of (i) the actual price of 1,340,000 options granted under
the Continuecare Corporation Amended and Restated 2000 Stock Option Plan (at
$.69 per share) and (ii) an assumed price of $.35 per share (based on the
average of the high and low sale price of the common stock on the American Stock
Exchange on May 14, 2001) for 2,660,000 options, the remaining options to be
granted under the Continuecare Corporation Amended and Restated 2000 Stock
Option Plan.
2

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         We hereby incorporate by reference into this Registration Statement the
following documents or portions thereof as indicated:

         (a)      our Annual Report on Form 10-K for the fiscal year ended
                  June 30, 2000;

         (b)      our Quarterly Reports on Form 10-Q for the quarters ended
                  September 30, 2000, December 31, 2000 and March 31, 2001;

         (c)      our definitive proxy statement dated November 14, 2000 filed
                  in connection with our 2000 Annual Meeting of Stockholders

         (d)      all other reports filed by us pursuant to Section 13(a) or
                  15(d) of the Securities Exchange Act of 1934 (the "Exchange
                  Act") since June 30, 2000.

         (e)      the descriptions of the Registrant's Common Stock and related
                  matters set forth under the captions "Description of Capital
                  Stock" and "Dividend Policy" in the Registrant's Registration
                  Statement on Form SB-2 (File No. 333-16803) filed under the
                  Securities Act of 1933, as amended (the "Act"), including any
                  amendments to such descriptions in such Registration
                  Statement.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement, or in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         We have authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify our directors and officers to the extent provided
for in such statute. Our Amended and Restated Articles of Incorporation and
Bylaws provide that we shall indemnify and may insure our officers and directors
to the fullest extent not prohibited by law. We also maintain a policy of
directors' and officers' liability insurance that insures, subject to certain
exclusions, our directors and officers against the cost of defense, settlement
of, payment of a judgment in connection with a proceeding, whether actual or
threatened, to which any such person may be made a party by reason of the fact
that such person is or was a director or officer of the corporation.

         The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability in the event the director
breaches or fails to perform his

                                      II-1
3

duties as a director and such director's breach of, or failure to perform, such
duties constitutes (a) a violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (b) deriving an improper personal benefit from
a transaction; (c) voting for or assenting to an unlawful distribution; (d)
willful misconduct or a conscious disregard for the best interest of the
Registrant in a proceeding by or in the right of the Registrant to procure a
judgment in this favor or in a proceeding by or in the right of a shareholder;
and (e) recklessness or an act or omission which was committed in bad faith or
with malicious purpose or in a manner exhibition wanton and willful disregard of
human rights, safety, or property in a proceeding by or in the right of someone
other than the Registrant or a shareholder. The statute does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

See "Exhibit Index" on page II-5 below.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933 (the "Act");

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement.

                           Provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the Registrant
                           pursuant to Section 13 or 15(d) of the Exchange Act
                           that are incorporated by reference in this
                           Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Act, each such post-effective amendment
                           shall be deemed to be a new registration statement
                           relating to the securities offered therein, and the
                           offering of such securities at that time shall be
                           deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned hereby undertakes that, for purposes of
                  determining any liability under the Act, each filing of the
                  corporation's annual report pursuant to Section 13(a) or
                  Section 15(d) of the Exchange Act that is incorporated by
                  reference in the registration statement shall be deemed to be
                  a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

                                      II-2
4

         (c)      Insofar as indemnification for liabilities arising under the
                  Act may be permitted to directors, officers and controlling
                  persons of the corporation pursuant to the foregoing
                  provisions, or otherwise, the corporation has been advised
                  that in the opinion of the Securities and Exchange Commission
                  such indemnification is against public policy as expressed in
                  the Act and is, therefore, unenforceable. In the event that a
                  claim for indemnification against such liabilities (other than
                  the payment by the corporation of expenses incurred or paid by
                  a director, officer or controlling person of the corporation
                  in the successful defense of any action, suit or proceeding)
                  is asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  corporation will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed in
                  the Act and will be governed by the final adjudication of such
                  issue.

                                      II-3
5
                                   SIGNATURES

         Pursuant to the requirements of the Act, we certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form S-8 and have duly caused this Registration Statement to be signed on our
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida on May 18, 2001.

                           CONTINUCARE CORPORATION

                           By: /s/ Spencer J. Angel
                               -------------------------------------------------
                               Name:  Spencer J. Angel
                               Title: President, Chief Executive Officer, and
                                      Chief Operating Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Spencer J. Angel and Janet L. Holt his true and lawful
attorney-in-fact, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including any post-effective
amendments, to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents to be filed in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitute, each acting alone, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature                                 Title                                          Date
         ---------                                 -----                                          ----
/s/ Spencer J. Angel                   President, Chief Executive Officer, Chief              May 18, 2001
------------------------------------   Operating Officer, and Director
Spencer J. Angel                       (principal executive officer)

/s/ Janet L. Holt                      Chief Financial Officer                                May 18, 2001
------------------------------------   (principal financial officer
Janet L. Holt                          and principal accounting officer)

/s/ Charles M. Fernandez               Chairman of the Board                                  May 18, 2001
------------------------------------
Charles M. Fernandez

                                        Vice Chairman of the Board
------------------------------------
Phillip Frost, M.D.

/s/ Robert Cresci                       Director                                              May 18, 2001
------------------------------------
Robert Cresci

/s/ Patrick Healy                       Director                                              May 18, 2001
------------------------------------
Patrick Healy
II-4
6

                                  EXHIBIT INDEX

    Exhibit
    Number                            Description
    -------                           -----------

     4.1    Continucare Corporation Amended and Restated 2000 Stock Option Plan

     5.1    Opinion of Greenberg Traurig, P.A.

    23.1    Consent of Ernst & Young LLP

    23.2    Consent of Greenberg Traurig, P.A. (contained in its opinion filed
            as Exhibit 5.1 hereto)

    24.1    Power of Attorney is included in the Signature section of the
            Registration Statement

                                      II-5