UNITED STATES
                      	SECURITIES AND EXCHANGE COMMISSION

                             	Washington, DC 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) January 30, 1997

                              	WORK RECOVERY, INC.
          	(Exact Name of Registrant as Specified in its Charter)

              Colorado*
(State or Other Jurisdiction of Incorporation)

       0-18695					                            	68-0165800
(Commission File Number)			                		(IRS Employer
                                             Identification No.)

2341 South Friebus Avenue, Suite 14, Tucson, Arizona	      85713
    (Address of Principal Executive Offices)		          (Zip Code)

               	(520) 322-6634
(Registrant's Telephone Number, Including Area Code)

               	Not Applicable
	(Former Name or Former Address, if Changes Since Last Report)

*(NOTE: As part of the bankruptcy reorganization plan
discussed in Item 3 below, the Registrant's corporate
domicile will move from Colorado to Delaware)

<PAGE> 2

ITEM 3	BANKRUPTCY OR RECEIVERSHIP

On December 4, 1996 the United States Bankruptcy Court for the District of 
Arizona (the "Bankruptcy Court") entered its confirmation order confirming 
and approving Debtors' Restated Amended Joint Plan of Reorganization dated 
October 4, 1996 and the modification of Plan dated November 25, 1996 (the 
"Amended Plan") of Work Recovery, Inc., a Colorado corporation and its 
subsidiary ("Old WRI").  The Amended Plan will become effective on February 1,
1997 (the "Effective Date").  On the Effective Date, all of the assets of Old 
WRI will be transferred to Work Recovery, Inc., a Delaware corporation ("New 
WRI") and New WRI will assume all liabilities of Old WRI as such liabilities 
are modified pursuant to the terms of the Amended Plan.

The material features of the Amended Plan and information concerning the 
capitalization, assets and liabilities of New WRI are summarized below and 
contained in the Amended Plan,  New WRI `s Certificate of Incorporation, as 
amended, and Bylaws and certain Agreements governing the rights of security 
holders of New WRI, which are filed as exhibits hereto and are incorporated 
herein by reference. 

On the Effective Date, the capital structure of New WRI will consist of 
50,000,000 shares of $.01 par value capital stock which include 48,000,000 
shares of common stock ("New Common Stock") and 2,000,000 shares of preferred 
stock.  The Company estimates that, on the Effective Date, there will be 
approximately 17,675,234 shares of New Common Stock issued or reserved for 
issuance pursuant to the Amended Plan.  The distribution of such shares is 
described below. 

The Amended Plan provides for the continuation of Old WRI's business as New 
WRI.  Funds required to make initial distributions to creditors and for 
continued operations will be supplied from the proceeds of certain additional 
financings expected to be available at the Effective Date, from funds generated 
through operations and the sale of assets.  Additional funds may be generated 
through the exercise of the warrants to purchase Common Stock that will be 
issued to the holders of common stock of Old WRI ("Old Common Stock") which 
are described below.

In summary, the Amended Plan provides for the following treatment of 
administrative, secured and unsecured obligations of and other claims against 
and interests in Old WRI and the holders of preferred stock of Old WRI, and 
Old Common Stock and options and warrants to purchase Old Common Stock.

Treatment of Creditors and Other Claimants

Administrative Claims and Expenses.  The Amended Plan provides for the payment 
in full of all administrative claims and expenses on the Effective Date or when
the claim is allowed.  Administrative claims and expenses consist of the 
reasonable and necessary costs of preserving the bankruptcy estate, including 
general operating expenses, claims under assumed executory 

<PAGE> 2
contracts and fees and expenses of professional to the extent authorized 
by order of the Bankruptcy court.  The company estimates that general 
operating expenses as of the Effective Date, will aggregate $125,000, 
obligations under assumed executory contracts will aggregate $60,000, and fees 
and expenses of professionals will aggregate $900,000.

Priority Claims.  The holders of Priority Claims will be paid the full amount 
of their respective claims on or after the Effective Date.  Priority Claims 
include wage claims and tax claims against the Company to the extent entitled 
to priority. 

Certain Secured Claims.  All existing defaults on the claims secured by 
(i) the Company's Tucson real estate and (ii) an automobile owned by the 
Company will be cured as of the Effective Date and the company will resume 
monthly payments on such obligations.  The company estimates that cure payment 
will aggregate $125,000.

Converted Secured Claims.  The claims of Allsup, Inc. ("Allsup") Doug Engmann 
("Engmann"), and Recovery Lenders L.L.C. ("Recovery Lenders"), arising from 
secured loans made prior to the bankruptcy proceedings and from advances made 
during the bankruptcy proceeding will be converted to New Common Stock pursuant 
to the provisions of the Amended Plan.  Pursuant to the Amended Plan, Allsup 
will be issued a total of 2,573,517 shares, the successors of Recovery Lenders 
will be issued a total of 1,323,523 shares and Engmann will be issued a total 
of 51,470 shares in exchange for secured claims totaling $2,035,000 plus accrued
interest plus an additional cash contribution by Allsup of $1,000.000.

Unsecured Claims  Claims that are not Priority Claims or Secured Claims are 
referred to as "Unsecured Claims".  The Unsecured Claims include the following:

Small Claims.  Holders of Small Claims against the Company ($500 or less) will 
receive payment of cash in the amount of 90% of their respective claims within 
thirty days of the Effective Date.  The aggregate amount payable to the holders 
of Small Claims is approximately $66,000.

Unresolved Claims.  The Company identified 11 claims as "Unresolved Claims" 
under the Amended Plan.  Under the terms of the Amended Plan, the holders of 
such claim are to receive full payment of their allowed claims in New Common 
Stock at the rate of $2.50 per share.  All such claims have been liquidated 
by settlement agreements or by orders disallowing the claims.  Pursuant to 
the settlement agreements, the holders of such claims will receive a total of 
1,000,000 shares of New Common Stock.  Certain of such holders will also receive
additional consideration for the assumption or rejection of executory contracts,
for the sale of personal property, and/or for consulting services.  Pursuant to 
the terms of the Amended Plan, and since 500,000 shares allocated to such class 
will not be issued pursuant to such settlement agreements, 250,000 of such 
shares shall be canceled and 250,000 shares will be transferred to the Claims 
Trust described below.

Securities Class Action Claimants.  Holders of claims against the Old WRI 
arising from the purchase or sale of securities in the Old WRI purchased from 
September 1993 through April 

<PAGE 4
1996 will receive a pro rata distribution of 1,500,000 shares of New Common 
Stock.  The holders of such claims may receive additional distributions from 
the Claims Trust described below.  Such holders include the members of class 
action cases currently pending against the company, the Old WRI; it is 
anticipated that the procedures for identifying and quantifying such claims 
will be determined in accordance with the terms of a tentative settlement 
agreement with the class representatives which will be presented to the 
Bankruptcy Court and the United States District Court in which actions are 
pending.

Claims Trust.  On or after the Effective Date, the company will transfer to 
a Claims Trust to be established all claims of the company against Thomas 
Brandon, affiliates of Thomas Brandon and person acting in concert with him 
in certain suspect transactions.  The Company will also transfer $50,000 on the
Effective Date and an additional $250,000 within 180 days after the Effective 
Date to the Claims Trust.  One-half of the unallocated shares not distributed 
to Unresolved Claims, which are estimated to be 250,000 shares, will be 
transferred to the Claims Trust.  The trustee of the Claims Trust shall be 
appointed by the Bankruptcy Court upon recommendation by the Creditors 
committee.  Distributions for the Claims Trust are to be made first to 
general unsecured creditors until total distributions equal twenty percent of 
their allowed claims.  Thereafter, distributions shall be made to holders of 
Securities Fraud claims and holders of Old Common Stock, in accordance with 
the terms of the Amended Plan.

General Unsecured Claims.  The holders of claims against Old WRI not otherwise 
classified under the Amended Plan will receive cash in the amount of eighty 
percent (80%) of the amount of their claim as allowed by the Bankruptcy 
Court.  Such holders may receive additional distributions from the Claims 
Trust as otherwise described herein and in the Amended Plan. It is anticipated 
that such claims will aggregate $2,100,000.  The Amended Plan provides that 
payment on account of such claims shall be made in two installments, within 
thirty and 180 days after the Effective Date.  However, no distributions will 
be made on account of such claims until allowed.

Treatment of Security Holders.  
Under the Amended Plan, the holders of Old Common Stock, certain warrants to 
purchase Old Common Stock ("Old Warrants") and holders of certain classes of 
Preferred Stock of Old WRI ("Preferred Stock") are entitled to receive the 
following:

Old Common Stock.  The holders of Old Common Stock are entitled to receive 
New Common Stock on the basis of one share of New Common Stock for each ten 
shares of Old Common Stock; provided that the certificates for Old Common 
Stock are submitted to the transfer agent for the New Common Stock on or 
before February 1, 1998.  Shares of Old Common Stock outstanding after that 
date will be canceled and no longer exchangeable into New Common Stock.  
There are currently 45,918,623 shares of Old Common Stock outstanding meaning 
that, if all Old Common Stock is submitted for exchange into New Common Stock, 
4,591,862 shares of New Common Stock will be issued to the holders of Old Common
Stock.

Each holder of Old Common Stock will also receive a Warrant ("New Warrant") to 
purchase one share of New Common Stock for each share of New Common Stock 
received in 

<PAGE> 5
exchange for Old Common Stock; except that, the maximum number of shares of 
New Common Stock that may be issued on the exercise of New Warrants shall be 
2,700,000.  The exercise price of each New Warrant is $2.50 subject to 
adjustment in accordance with the Warrant Agreement for the New Warrants.  
New Warrants will be exercisable on a first come first served basis until 
2,700,000 Warrants have been exercised at which time all remaining Warrants 
expire.  If at least 2, 700,000 Warrants have not been exercised, the New 
Warrants will expire on August 1, 1997.  The "Expiration Date" is the earlier
to occur of (i) August 1, 1997 or (ii) the exercise of 2,700,000 warrants.  
A "Conditional Warrant" representing the difference between 2,700,000 Warrants 
and the number of Warrants that have been exercised as of the Expiration Date, 
may be issued by New WRI to a third party during the 20 day period following 
the Expiration Date.  Such Conditional Warrant must be exercised within ten 
days of its issuance to such third party.  The exercise price of the Conditional
Warrant shall be $2.50 per share.

Preferred Stock Holders.  The holders of Series B and C of the Old Preferred 
Stock shall receive twenty percent (20%) of accrued dividends in cash and one
share of New Common Stock for each ten shares of Old Common Stock into which 
their Old Preferred Stock was convertible.  It is estimated that cash 
distributions on account of such interests will aggregate $134,000 and that 
97,999 shares of New Common Stock will be issued.

Old Warrants. The holders of Old Warrants will receive an aggregate of 
500,000 shares of New Common Stock in exchange for and cancellation of their 
Old Warrants.

Employees and Directors.
The Amended Plan provides for the issuance of an aggregate of 2,500,000 
shares of New Common Stock to employees of Old WRI who will also be employees
of New WRI (500,000 shares, in the aggregate), directors of Old WRI who are
also directors of New WRI (200,000 shares, in the aggregate) and members of 
Team for New Management, which has furnished senior management (chief executive
officer, chief financial officer, etc.) and other services to Old WRI during the
bankruptcy period (1,800,000 shares, in the aggregate).

Employee Stock Option Plan.  Old WRI has a qualified employee Stock Option Plan
 that will be assumed by New WRI.  On the Effective Date, the 2,118,050 shares 
of Old Common Stock reserved for issuance pursuant to the employee plan 
("Employee Plan")  will be reduced to 211,805 shares.  On the Effective Date,
options to purchase a total of 136,326 shares of New Common Stock will be 
granted pursuant to the Employee Plan to employees of the Company.  The 
remaining shares will be available for the grant of Options to employees in 
the future pursuant to the Employee Plan.

<PAGE> 6

          Shares of New Common Stock to be Issued or Reserved for Issuance

Class Description	                              					Number of Shares

1.	Secured Claims		                             			      3,948,568
2.	Unresolved Claims					                                1,000,000
3.	Securities Fraud Claims				                           1,500,000
4.	Claims Trust						                                      250,000
5.	Old Common Stock					                                 4,591,862
6.	Old WRI Warrants					                                   500,000
7.	Old Preferred Stock					                                 97,999
8.	Warrants and Options
     a.	New Warrants				                                 2,700,000
     b. Holder of Secured Claim			                         300,000
     c. Unresolved Claims	                                 75,000	
     d.	Employee Stock Options		                           211,805
9.	Employees and Directors			                            2,500,000
     a. Team for New Management                          1,800,000
     b. Other                                              700,000
                                                        ----------
                                                       	17,675,234
                                                        ==========

<PAGE> 7	

Item 7.	              Financial Statements and Exhibits

Exhibit No.			                     	Description

      1.1				Debtors' Restated Amended Joint Plan of Reorganization dated 
             October 4, 1996, modified as of November 25, 1996.

      3.1				Certificate of Incorporation of Work Recovery, Inc., as amended.

      4.1				Warrant Agreement dated as of February 1, 1997 between Work 
             Recovery, Inc., and Harris Trust and Bank.

      4.2				Form of Warrant.

             Signatures

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

                                           WORK RECOVERY, INC.
                                              (Registrant)


                                           By  /s/ Dorcas R. Hardy
                                           Dorcas R. Hardy
                                           President and Chief Executive 
                                           Officer, Acting
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UNITED STATES
                      	SECURITIES AND EXCHANGE COMMISSION

                             	Washington, DC 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) January 30, 1997

                              	WORK RECOVERY, INC.
          	(Exact Name of Registrant as Specified in its Charter)

              Colorado*
(State or Other Jurisdiction of Incorporation)

       0-18695					                            	68-0165800
(Commission File Number)			                		(IRS Employer
                                             Identification No.)

2341 South Friebus Avenue, Suite 14, Tucson, Arizona	      85713
    (Address of Principal Executive Offices)		          (Zip Code)

               	(520) 322-6634
(Registrant's Telephone Number, Including Area Code)

               	Not Applicable
	(Former Name or Former Address, if Changes Since Last Report)

*(NOTE: As part of the bankruptcy reorganization plan
discussed in Item 3 below, the Registrant's corporate
domicile will move from Colorado to Delaware)
2

ITEM 3	BANKRUPTCY OR RECEIVERSHIP

On December 4, 1996 the United States Bankruptcy Court for the District of 
Arizona (the "Bankruptcy Court") entered its confirmation order confirming 
and approving Debtors' Restated Amended Joint Plan of Reorganization dated 
October 4, 1996 and the modification of Plan dated November 25, 1996 (the 
"Amended Plan") of Work Recovery, Inc., a Colorado corporation and its 
subsidiary ("Old WRI").  The Amended Plan will become effective on February 1,
1997 (the "Effective Date").  On the Effective Date, all of the assets of Old 
WRI will be transferred to Work Recovery, Inc., a Delaware corporation ("New 
WRI") and New WRI will assume all liabilities of Old WRI as such liabilities 
are modified pursuant to the terms of the Amended Plan.

The material features of the Amended Plan and information concerning the 
capitalization, assets and liabilities of New WRI are summarized below and 
contained in the Amended Plan,  New WRI `s Certificate of Incorporation, as 
amended, and Bylaws and certain Agreements governing the rights of security 
holders of New WRI, which are filed as exhibits hereto and are incorporated 
herein by reference. 

On the Effective Date, the capital structure of New WRI will consist of 
50,000,000 shares of $.01 par value capital stock which include 48,000,000 
shares of common stock ("New Common Stock") and 2,000,000 shares of preferred 
stock.  The Company estimates that, on the Effective Date, there will be 
approximately 17,675,234 shares of New Common Stock issued or reserved for 
issuance pursuant to the Amended Plan.  The distribution of such shares is 
described below. 

The Amended Plan provides for the continuation of Old WRI's business as New 
WRI.  Funds required to make initial distributions to creditors and for 
continued operations will be supplied from the proceeds of certain additional 
financings expected to be available at the Effective Date, from funds generated 
through operations and the sale of assets.  Additional funds may be generated 
through the exercise of the warrants to purchase Common Stock that will be 
issued to the holders of common stock of Old WRI ("Old Common Stock") which 
are described below.

In summary, the Amended Plan provides for the following treatment of 
administrative, secured and unsecured obligations of and other claims against 
and interests in Old WRI and the holders of preferred stock of Old WRI, and 
Old Common Stock and options and warrants to purchase Old Common Stock.

Treatment of Creditors and Other Claimants

Administrative Claims and Expenses.  The Amended Plan provides for the payment 
in full of all administrative claims and expenses on the Effective Date or when
the claim is allowed.  Administrative claims and expenses consist of the 
reasonable and necessary costs of preserving the bankruptcy estate, including 
general operating expenses, claims under assumed executory
2
contracts and fees and expenses of professional to the extent authorized 
by order of the Bankruptcy court.  The company estimates that general 
operating expenses as of the Effective Date, will aggregate $125,000, 
obligations under assumed executory contracts will aggregate $60,000, and fees 
and expenses of professionals will aggregate $900,000.

Priority Claims.  The holders of Priority Claims will be paid the full amount 
of their respective claims on or after the Effective Date.  Priority Claims 
include wage claims and tax claims against the Company to the extent entitled 
to priority. 

Certain Secured Claims.  All existing defaults on the claims secured by 
(i) the Company's Tucson real estate and (ii) an automobile owned by the 
Company will be cured as of the Effective Date and the company will resume 
monthly payments on such obligations.  The company estimates that cure payment 
will aggregate $125,000.

Converted Secured Claims.  The claims of Allsup, Inc. ("Allsup") Doug Engmann 
("Engmann"), and Recovery Lenders L.L.C. ("Recovery Lenders"), arising from 
secured loans made prior to the bankruptcy proceedings and from advances made 
during the bankruptcy proceeding will be converted to New Common Stock pursuant 
to the provisions of the Amended Plan.  Pursuant to the Amended Plan, Allsup 
will be issued a total of 2,573,517 shares, the successors of Recovery Lenders 
will be issued a total of 1,323,523 shares and Engmann will be issued a total 
of 51,470 shares in exchange for secured claims totaling $2,035,000 plus accrued
interest plus an additional cash contribution by Allsup of $1,000.000.

Unsecured Claims  Claims that are not Priority Claims or Secured Claims are 
referred to as "Unsecured Claims".  The Unsecured Claims include the following:

Small Claims.  Holders of Small Claims against the Company ($500 or less) will 
receive payment of cash in the amount of 90% of their respective claims within 
thirty days of the Effective Date.  The aggregate amount payable to the holders 
of Small Claims is approximately $66,000.

Unresolved Claims.  The Company identified 11 claims as "Unresolved Claims" 
under the Amended Plan.  Under the terms of the Amended Plan, the holders of 
such claim are to receive full payment of their allowed claims in New Common 
Stock at the rate of $2.50 per share.  All such claims have been liquidated 
by settlement agreements or by orders disallowing the claims.  Pursuant to 
the settlement agreements, the holders of such claims will receive a total of 
1,000,000 shares of New Common Stock.  Certain of such holders will also receive
additional consideration for the assumption or rejection of executory contracts,
for the sale of personal property, and/or for consulting services.  Pursuant to 
the terms of the Amended Plan, and since 500,000 shares allocated to such class 
will not be issued pursuant to such settlement agreements, 250,000 of such 
shares shall be canceled and 250,000 shares will be transferred to the Claims 
Trust described below.

Securities Class Action Claimants.  Holders of claims against the Old WRI 
arising from the purchase or sale of securities in the Old WRI purchased from 
September 1993 through April
5
exchange for Old Common Stock; except that, the maximum number of shares of 
New Common Stock that may be issued on the exercise of New Warrants shall be 
2,700,000.  The exercise price of each New Warrant is $2.50 subject to 
adjustment in accordance with the Warrant Agreement for the New Warrants.  
New Warrants will be exercisable on a first come first served basis until 
2,700,000 Warrants have been exercised at which time all remaining Warrants 
expire.  If at least 2, 700,000 Warrants have not been exercised, the New 
Warrants will expire on August 1, 1997.  The "Expiration Date" is the earlier
to occur of (i) August 1, 1997 or (ii) the exercise of 2,700,000 warrants.  
A "Conditional Warrant" representing the difference between 2,700,000 Warrants 
and the number of Warrants that have been exercised as of the Expiration Date, 
may be issued by New WRI to a third party during the 20 day period following 
the Expiration Date.  Such Conditional Warrant must be exercised within ten 
days of its issuance to such third party.  The exercise price of the Conditional
Warrant shall be $2.50 per share.

Preferred Stock Holders.  The holders of Series B and C of the Old Preferred 
Stock shall receive twenty percent (20%) of accrued dividends in cash and one
share of New Common Stock for each ten shares of Old Common Stock into which 
their Old Preferred Stock was convertible.  It is estimated that cash 
distributions on account of such interests will aggregate $134,000 and that 
97,999 shares of New Common Stock will be issued.

Old Warrants. The holders of Old Warrants will receive an aggregate of 
500,000 shares of New Common Stock in exchange for and cancellation of their 
Old Warrants.

Employees and Directors.
The Amended Plan provides for the issuance of an aggregate of 2,500,000 
shares of New Common Stock to employees of Old WRI who will also be employees
of New WRI (500,000 shares, in the aggregate), directors of Old WRI who are
also directors of New WRI (200,000 shares, in the aggregate) and members of 
Team for New Management, which has furnished senior management (chief executive
officer, chief financial officer, etc.) and other services to Old WRI during the
bankruptcy period (1,800,000 shares, in the aggregate).

Employee Stock Option Plan.  Old WRI has a qualified employee Stock Option Plan
 that will be assumed by New WRI.  On the Effective Date, the 2,118,050 shares 
of Old Common Stock reserved for issuance pursuant to the employee plan 
("Employee Plan")  will be reduced to 211,805 shares.  On the Effective Date,
options to purchase a total of 136,326 shares of New Common Stock will be 
granted pursuant to the Employee Plan to employees of the Company.  The 
remaining shares will be available for the grant of Options to employees in 
the future pursuant to the Employee Plan.
6

          Shares of New Common Stock to be Issued or Reserved for Issuance

Class Description	                              					Number of Shares

1.	Secured Claims		                             			      3,948,568
2.	Unresolved Claims					                                1,000,000
3.	Securities Fraud Claims				                           1,500,000
4.	Claims Trust						                                      250,000
5.	Old Common Stock					                                 4,591,862
6.	Old WRI Warrants					                                   500,000
7.	Old Preferred Stock					                                 97,999
8.	Warrants and Options
     a.	New Warrants				                                 2,700,000
     b. Holder of Secured Claim			                         300,000
     c. Unresolved Claims	                                 75,000	
     d.	Employee Stock Options		                           211,805
9.	Employees and Directors			                            2,500,000
     a. Team for New Management                          1,800,000
     b. Other                                              700,000
                                                        ----------
                                                       	17,675,234
                                                        ==========
7	

Item 7.	              Financial Statements and Exhibits

Exhibit No.			                     	Description

      1.1				Debtors' Restated Amended Joint Plan of Reorganization dated 
             October 4, 1996, modified as of November 25, 1996.

      3.1				Certificate of Incorporation of Work Recovery, Inc., as amended.

      4.1				Warrant Agreement dated as of February 1, 1997 between Work 
             Recovery, Inc., and Harris Trust and Bank.

      4.2				Form of Warrant.

             Signatures

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

                                           WORK RECOVERY, INC.
                                              (Registrant)

                                           By  /s/ Dorcas R. Hardy
                                           Dorcas R. Hardy
                                           President and Chief Executive 
                                           Officer, Acting