SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (date of earliest event reported) DECEMBER 29, 1997
                                                     --------------------------



                           DENTAL CARE ALLIANCE, INC.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                                    DELAWARE
-------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)



            0-23219                               65-0555-126
-------------------------------------------------------------------------------
   (Commission File Number)            (IRS Employer Identification No.)



                           1343 MAIN STREET, 7TH FLOOR
                             SARASOTA, FLORIDA                        34236
-------------------------------------------------------------------------------
               (Address of principal executive offices)              (Zip Code)



       Registrant's telephone number, including area code (941) 955-3150
                                                       ------------------------



-------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>



ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

         On December 29, 1997, Dental Care Alliance, Inc., a Delaware
corporation (the "Registrant"), acquired all of the outstanding capital stock of
Marketplace Dental, Inc., a Florida corporation ("Marketplace"), pursuant to the
merger (the "Merger"), of Marketplace with and into Dental Care Alliance of
Florida, Inc. ("DCA Florida"), a wholly-owned subsidiary of the Registrant. The
Merger was consummated pursuant to that certain Agreement and Plan of Merger
dated December 29, 1997 (the "Merger Agreement") among the Registrant,
Marketplace, DCA Florida and James R. Quick, Deborah Browning-Hecht and Frank A.
Rodriguez, all of the shareholders of Marketplace (the "Marketplace
Shareholders"). A copy of the Merger Agreement is being filed as Exhibit 2.1
hereto. DCA Florida was the surviving corporation in the Merger. Pursuant to the
Merger the Company acquired all of the assets of Marketplace. Such assets
consisted primarily of non-dental assets (including dental equipment) and
management agreements. The Registrant intends to continue use of the equipment
purchased in the same manner such equipment was used by Marketplace prior to the
Merger. Pursuant to the Merger, all shares of Marketplace common stock were
converted into the right to receive, in the aggregate (i i) eighty thousand
(80,000) shares of the common stock of the Registrant; (ii ii) an amount in cash
equal to the excess of (y) the aggregate of the amount of $500,000, the amount
of any cash, security, demand, savings or other deposits in any bank, savings
and loan or other financial institution, and/or the face amount of any
negotiable or non-negotiable instruments owned by Marketplace and the
unamortized amount of any prepaid expenses of Marketplace over (z) the amount of
the liabilities of Marketplace to First United Bank and amounts classified as
owed to related parties on Marketplace's financial statements, as of the close
of business on November 30, 1997 (the "Effective Time"); and (iii iii) that
number of shares of the Registrant's common stock (but not in excess of 79,999
shares), having a value, determined by reference to the average mean between the
opening bid and ask quote for such shares over the three trading days
immediately preceding the Determination Date (as defined below), equal to the
excess, if any, of the EBITDA of the Business (as defined below) of DCA Florida
for the twelve month period following the Effective Time over the EBITDA of the
Business of Marketplace for the twelve month period ending at the Effective
Time, multiplied by two.

         For purposes of this Report, EBITDA is an amount equal to the earnings
of the Business during each measuring period determined under Generally Accepted
Accounting Principles consistently applied, increased by the aggregate of the
amounts included as interest expenses, taxes measured by income, depreciation
and amortization. The Determination Date is the last day of the twelve month
period following the Effective Time. For purposes hereof, "Business" shall
include the business of managing dental practices acquired as a result of the
Merger and managing any other dental practices acquired and conducted by the
Marketplace Shareholders, or any one of them, or an entity owned by such
persons.

         The cash portion of the purchase price was paid with a portion of the
proceeds of the Registrant's initial public offering.

         As a result of the Merger, Marketplace became a wholly-owned subsidiary
of DCA Florida. The consideration paid by the Registrant to the Marketplace
Shareholders in the Merger was determined by negotiation among the Registrant,
Marketplace and the Marketplace Shareholders.

                                       2
<PAGE>


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      Financial statements

         It is currently impracticable to provide the financial statements
         required pursuant to Rule 3.05(b) of Regulation S-X prior to the due
         date of this Report. This Report will be amended within 60 days of the
         date this Report is filed to include such financial statements.

(b)      Pro forma financial information

         It is currently impracticable to provide the pro forma financial
         information required pursuant to Article 11 of Regulation S-X prior to
         the due date of this Report. This Report will be amended within 60 days
         of the date this Report is filed to include such pro forma financial
         information.

(c)      Exhibits.

         2.1      Agreement and Plan of Merger, dated December 29, 1997, by and
                  among the Registrant, Marketplace, DCA Florida and the
                  Marketplace Shareholders

         2.2      Plan and Articles of Merger of Marketplace with and into DCA
                  Florida dated December 29, 1997, as filed with the Secretary
                  of State of the State of Florida





















                                       3
<PAGE>



                                   SIGNATURES

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

                                       DENTAL CARE ALLIANCE, INC.



Dated:  January 13, 1998               By:  /S/ STEVEN R. MATZKIN
                                          -----------------------
                                          Steven R. Matzkin, Chairman of the
                                          Board of Directors, Chief Executive
                                          Officer and President


























                                       4
<PAGE>



                                 EXHIBIT INDEX


EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------

2.1            Agreement and Plan of Merger, dated December 29, 1997, by and 
               among the Registrant, Marketplace, DCA Florida and the 
               Marketplace Shareholders

2.2            Plan and Articles of Merger of Marketplace with and into DCA 
               Florida dated December 29, 1997, as filed with the Secretary of 
               State of the State of Florida
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{"company-data": {"conformed-name": "DENTAL CARE ALLIANCE INC", "cik": "0001044914", "assigned-sic": "8741", "irs-number": "650555126", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23219", "film-number": "98505701"}, "business-address": {"street1": "1343 MAIN STREET", "street2": "7TH FLOOR", "city": "SARASOTA", "state": "FL", "zip": "34236"}, "mail-address": {"street1": "1343 MAIN STREET", "street2": "7TH FLOOR", "city": "SARASOTA", "state": "FL", "zip": "34236"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported) DECEMBER 29, 1997
                                                     --------------------------

                           DENTAL CARE ALLIANCE, INC.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
-------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

            0-23219                               65-0555-126
-------------------------------------------------------------------------------
   (Commission File Number)            (IRS Employer Identification No.)

                           1343 MAIN STREET, 7TH FLOOR
                             SARASOTA, FLORIDA                        34236
-------------------------------------------------------------------------------
               (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code (941) 955-3150
                                                       ------------------------

-------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

         On December 29, 1997, Dental Care Alliance, Inc., a Delaware
corporation (the "Registrant"), acquired all of the outstanding capital stock of
Marketplace Dental, Inc., a Florida corporation ("Marketplace"), pursuant to the
merger (the "Merger"), of Marketplace with and into Dental Care Alliance of
Florida, Inc. ("DCA Florida"), a wholly-owned subsidiary of the Registrant. The
Merger was consummated pursuant to that certain Agreement and Plan of Merger
dated December 29, 1997 (the "Merger Agreement") among the Registrant,
Marketplace, DCA Florida and James R. Quick, Deborah Browning-Hecht and Frank A.
Rodriguez, all of the shareholders of Marketplace (the "Marketplace
Shareholders"). A copy of the Merger Agreement is being filed as Exhibit 2.1
hereto. DCA Florida was the surviving corporation in the Merger. Pursuant to the
Merger the Company acquired all of the assets of Marketplace. Such assets
consisted primarily of non-dental assets (including dental equipment) and
management agreements. The Registrant intends to continue use of the equipment
purchased in the same manner such equipment was used by Marketplace prior to the
Merger. Pursuant to the Merger, all shares of Marketplace common stock were
converted into the right to receive, in the aggregate (i i) eighty thousand
(80,000) shares of the common stock of the Registrant; (ii ii) an amount in cash
equal to the excess of (y) the aggregate of the amount of $500,000, the amount
of any cash, security, demand, savings or other deposits in any bank, savings
and loan or other financial institution, and/or the face amount of any
negotiable or non-negotiable instruments owned by Marketplace and the
unamortized amount of any prepaid expenses of Marketplace over (z) the amount of
the liabilities of Marketplace to First United Bank and amounts classified as
owed to related parties on Marketplace's financial statements, as of the close
of business on November 30, 1997 (the "Effective Time"); and (iii iii) that
number of shares of the Registrant's common stock (but not in excess of 79,999
shares), having a value, determined by reference to the average mean between the
opening bid and ask quote for such shares over the three trading days
immediately preceding the Determination Date (as defined below), equal to the
excess, if any, of the EBITDA of the Business (as defined below) of DCA Florida
for the twelve month period following the Effective Time over the EBITDA of the
Business of Marketplace for the twelve month period ending at the Effective
Time, multiplied by two.

         For purposes of this Report, EBITDA is an amount equal to the earnings
of the Business during each measuring period determined under Generally Accepted
Accounting Principles consistently applied, increased by the aggregate of the
amounts included as interest expenses, taxes measured by income, depreciation
and amortization. The Determination Date is the last day of the twelve month
period following the Effective Time. For purposes hereof, "Business" shall
include the business of managing dental practices acquired as a result of the
Merger and managing any other dental practices acquired and conducted by the
Marketplace Shareholders, or any one of them, or an entity owned by such
persons.

         The cash portion of the purchase price was paid with a portion of the
proceeds of the Registrant's initial public offering.

         As a result of the Merger, Marketplace became a wholly-owned subsidiary
of DCA Florida. The consideration paid by the Registrant to the Marketplace
Shareholders in the Merger was determined by negotiation among the Registrant,
Marketplace and the Marketplace Shareholders.

                                       2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      Financial statements

         It is currently impracticable to provide the financial statements
         required pursuant to Rule 3.05(b) of Regulation S-X prior to the due
         date of this Report. This Report will be amended within 60 days of the
         date this Report is filed to include such financial statements.

(b)      Pro forma financial information

         It is currently impracticable to provide the pro forma financial
         information required pursuant to Article 11 of Regulation S-X prior to
         the due date of this Report. This Report will be amended within 60 days
         of the date this Report is filed to include such pro forma financial
         information.

(c)      Exhibits.

         2.1      Agreement and Plan of Merger, dated December 29, 1997, by and
                  among the Registrant, Marketplace, DCA Florida and the
                  Marketplace Shareholders

         2.2      Plan and Articles of Merger of Marketplace with and into DCA
                  Florida dated December 29, 1997, as filed with the Secretary
                  of State of the State of Florida

                                       3
SIGNATURES

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

                                       DENTAL CARE ALLIANCE, INC.

Dated:  January 13, 1998               By:  /S/ STEVEN R. MATZKIN
                                          -----------------------
                                          Steven R. Matzkin, Chairman of the
                                          Board of Directors, Chief Executive
                                          Officer and President

                                       4
EXHIBIT INDEX

EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------

2.1            Agreement and Plan of Merger, dated December 29, 1997, by and 
               among the Registrant, Marketplace, DCA Florida and the 
               Marketplace Shareholders

2.2            Plan and Articles of Merger of Marketplace with and into DCA 
               Florida dated December 29, 1997, as filed with the Secretary of 
               State of the State of Florida