UNITED STATES
                       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)     April  24,  2000


                                 ENDOCARE, INC.
             (Exact name of Registrant as specified in its charter)


<TABLE>
<CAPTION>

<S>                       <C>                <C>
DELAWARE                  0-27212            33-0618093
(State of incorporation   (Commission File   (I.R.S. Employer I.D. No.)
or organization)                Number)
</TABLE>


                   7 STUDEBAKER, IRVINE, CALIFORNIA     92618
             (Address of principal executive office)     (Zip code)


Registrant's  telephone  number,  including  area  code          (949)  595-4770


                                      NONE

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


<PAGE>

Item  5.     OTHER  EVENTS.
             --------------

     Sale  of  Convertible  Debentures
     ---------------------------------

     On  May  5,  2000  Endocare,  Inc.,  a Delaware corporation (the "Company")
received  $8,000,000  from  the sale of its 7% Convertible Debentures due May 4,
2003 (the "Debentures") to Brown Simpson Partners I, Ltd., a Fund managed by New
York  -  based Brown Simpson Asset Management, LLC (the "Purchaser"). Affiliates
of  the  same  investor  originally  purchased  an  aggregate  of  $8,000,000 of
convertible  debentures  from  the Company on June 7, 1999 and July 29, 1999 (as
reported  in  the  Company's current reports on Form 8-K filed June 14, 1999 and
August  6,  1999,  respectively).  Under  the  1999  financing  arrangement, the
Purchaser  had  the  option  to  purchase the additional $8,000,000 in aggregate
principal amount of Debentures.  The Debentures were sold pursuant to Securities
Purchase  Agreements  dated June 7, 1999 and July 29, 1999 among the Company and
affiliates  of  the  Purchaser.  The  Debentures and the Company's press release
first  announcing  the  sale  of the Debentures are included as exhibits to this
report.  The  Debentures  were  sold  pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the "Securities Act") by virtue of
Rule  506  of  Regulation  D  under  the  Securities  Act.

     The  following is a summary of the principal terms of the Debentures.  This
summary does not purport to explain all of the material terms of the Debentures,
which  are  filed as exhibits to this report, or the related Securities Purchase
Agreement  or  Registration  Rights  Agreement,  which  were previously filed as
exhibits  to  the  Company's  current reports on Form 8-K referenced above.  ONE
SHOULD  READ  THE  DEBENTURES,  THE  SECURITIES  PURCHASE  AGREEMENT  AND  THE
REGISTRATION  RIGHTS AGREEMENT FOR A MORE DETAILED UNDERSTANDING OF THEIR TERMS.

     The $8,000,000 principal amount of the Debentures must be repaid in full in
cash  on  May  4,  2003, but may be converted into the Company's Common Stock in
whole  or  in  part  at  the  Purchasers' option at any time, subject to certain
restrictions,  on  or  prior  to  May 4, 2003 at a conversion price of $6.75 per
share.  The  $6.75 per share conversion price is subject to adjustment for stock
splits,  stock  dividends  and  the  like.  The conversion price associated with
$5,000,000 of the Debentures is also subject to anti-dilution adjustments, which
provide  that  in  the  event  the  Company  issues or sells its Common Stock or
securities  convertible  into  Common  Stock at a price less than the conversion
price of the Debentures, the conversion price of the Debentures will be adjusted
to  such  lower  price.  Certain securities are exempted from this anti-dilution
feature  and  will  not  cause  an adjustment to the conversion price.  Exempted
securities  generally  include  shares  issued  pursuant  to a stock option plan
approved  by the Company's Board of Directors, a limited number of shares issued
to banks that provide senior  debt  financing,  an issuance of stock pursuant to
warrants  outstanding  as  of  the  date  the  Debentures  were  sold.

     The  Debentures  bear  interest  at  7.00%  per annum.  Interest is payable
annually  in  cash,  or  at the Company's option, in Common Stock at a price per
share based on recent bid prices prior to the date interest is paid, and certain
other  conditions  are  met.

     As  part  of  the  Debenture  financing  and  under the Registration Rights
Agreement  among  the  Company  and  the Purchaser, the Company filed a Form S-3
Registration  Statement  with the Securities and Exchange Commission to register
the  resale  under  the  Securities  Act  of  the Common Stock issuable upon the
conversion  of  the $8,000,000 of Debentures sold and interest on the Debentures
which  may  be  paid  in  stock.

     Certain  events  will trigger an event of default under the Debentures.  An
event  of  default  gives the Purchaser the right to accelerate all indebtedness
under  the  Debentures and declare it due immediately. Upon an event of default,
interest  thereafter  accrues at 20.00% per annum and a default premium is added
to the principal amount of the Debentures.  The premium is the greater of 20.00%
of  the  principal  amount,  or  higher,  based  on recent trading prices of the
Company's  Common  Stock.  The  amount  due  upon an event of default (including
principal, interest and all premiums and penalties) must be paid in cash, or, at
the  Purchaser's  option in an equivalent value of shares of Common Stock of the
Company, calculated based on the average bid price per share of the Common Stock
for  a  certain  number of days prior to the acceleration of the indebtedness by
the  Purchasers.

     Circumstances  which  trigger  an  event  of  default  include,  without
limitation,  the material breach of a representation or warranty by the Company,
the  failure  of  the  Company  to  perform covenants in its agreements with the
Purchasers,  the failure of the Company to keep a registration statement for the
resale  of the Common Stock issuable under the Debentures effective, and certain
changes  of  control  of  the  Company if the average bid price of the Company's
Common  Stock listed for quotation is not above $8.00 per share within a certain
number  of days of the announcement of the change of control or the consummation
of the  change  of control.  A change of control includes without limitation (i)
the  failure  of  Paul  W. Mikus to continue to be the Company's Chief Executive
Officer,  unless  replaced  in a certain period of time, (ii) certain changes in
the  composition  of  the  Company's  Board of Directors without the approval of
existing directors and (iii) a sale of all or substantially all of the Company's
assets  or  a  change  of  ownership  of  50% or more of the voting stock of the
Company  (including  by  stock  purchase,  merger  or  similar  transaction).

     Senior  Debt  Financing
     -----------------------

     In  July  1999, the Company entered into a Loan and Security Agreement with
Transamerica Business Credit Corporation ("TBCC") which provided for a revolving
credit  line  in  the  amount  of $2,000,000 plus up to an additional $1,000,000
based  on  eligible  accounts receivable of the Company.  On April 24, 2000, the
Company  and  TBCC  executed  an Amendment to Loan Agreement which increased the
revolving  portion  of the credit line from $2,000,000 to $4,000,000 in addition
to  the  $1,000,000  based  on  eligible accounts receivable of the Company (the
"Loan").  The Loan matures and all amounts must be repaid on July 31, 2001.  The
Loan bears interest at the highest prime or equivalent rate announced by certain
designated  banks,  plus  a  2% or 3.5% premium.  The Loan is secured by a first
priority  lien  on  all  of  the  assets of the Company, except for intellectual
property  of  the  Company.  The  Loan  contains  covenants  restricting certain
activities of the Company.  The covenants and the representations and warranties
made  by  the  Company, if breached, give TBCC the right to accelerate the debt.

     The  Loan is fully guaranteed by Advanced Medical Procedures, Inc. ("AMP"),
a  subsidiary of the Company.  This guarantee is secured by a lien on all of the
assets of AMP.  The AMP loan documents contain covenants and representations and
warranties  which,  if  breached,  allow  TBCC to accelerate the Company's Loan.

     In  connection with the Amendment to the Loan Agreement, the Company issued
a  warrant  to an affiliate of TBCC to purchase 10,390 shares of common stock of
the  Company,  at a price of $15.40 per share, subject to adjustments in certain
circumstances  (the  "Warrant").  The  Warrant  expires  on April 24, 2005.  The
Warrant  was  issued  pursuant  to  an  exemption  from  registration  under the
Securities  Act  by virtue of Rule 506 of Regulation D under the Securities Act.

     The  above  is  a  summary  of the principal terms of the Amendment to Loan
Agreement  and  does  not  purport  to  explain all of the material terms of the
document.  ONE  SHOULD READ THE AMENDMENT TO LOAN AGREEMENT WHICH IS FILED AS AN
EXHIBIT TO THIS REPORT, AND THE ORIGINAL LOAN DOCUMENTS FILED WITH THE COMPANY'S
CURRENT  REPORT ON FORM 8-K ON AUGUST 6, 1999, FOR A MORE DETAILED UNDERSTANDING
OF  THE  TERMS  OF  THE  LINE  OF  CREDIT.

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

<TABLE>
<CAPTION>

EXHIBIT NO.  DESCRIPTION
-----------  -----------------------------------------------------------------
<S>          <C>

 4.1         Debenture for $3 million dated May 4, 2000 between the Company and
             Brown Simpson Partners I, Ltd.
 4.2         Debenture for $5 million dated May 4, 2000 between the Company and
             Brown Simpson Strategic Partners I, Ltd.
10.1         Amendment to Loan Agreement dated April 24, 2000 between the
             Company and TBCC
99.1         Press Release dated May 10, 2000
</TABLE>

<PAGE>


                                   SIGNATURES

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

Date:  May  11,  2000


                                  ENDOCARE,  INC.

                                  By:  /s/  Paul  W.  Mikus

                                       Paul  W.  Mikus
                                       Chief  Executive  Officer  and  President
                                       (Duly  Authorized  Officer  )

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT NO.  DESCRIPTION
-----------  -----------------------------------------------------------------
<S>          <C>

 4.1         Debenture for $3 million dated May 4, 2000 between the Company and
             Brown Simpson Partners I, Ltd.
 4.2         Debenture for $5 million dated May 4, 2000 between the Company and
             Brown Simpson Strategic Partners I, Ltd.
10.1         Amendment to Loan Agreement dated April 24, 2000 between the
             Company and TBCC
99.1         Press Release dated May 10, 2000
</TABLE>
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 11532}]
{"company-data": {"conformed-name": "ENDOCARE INC", "cik": "0001003464", "assigned-sic": "3845", "irs-number": "330618093", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15063", "film-number": "636008"}, "business-address": {"street1": "7 STUDEBAKER", "street2": "STE 134", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9495954770"}, "mail-address": {"street1": "7 STUDEBAKER", "city": "IRVINE", "state": "CA", "zip": "92618"}}
UNITED STATES
                       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)     April  24,  2000

                                 ENDOCARE, INC.
             (Exact name of Registrant as specified in its charter)
DELAWARE                  0-27212            33-0618093
(State of incorporation   (Commission File   (I.R.S. Employer I.D. No.)
or organization)                Number)
7 STUDEBAKER, IRVINE, CALIFORNIA     92618
             (Address of principal executive office)     (Zip code)

Registrant's  telephone  number,  including  area  code          (949)  595-4770

                                      NONE

          (Former name or former address, if changed since last report)
Item  5.     OTHER  EVENTS.
             --------------

     Sale  of  Convertible  Debentures
     ---------------------------------

     On  May  5,  2000  Endocare,  Inc.,  a Delaware corporation (the "Company")
received  $8,000,000  from  the sale of its 7% Convertible Debentures due May 4,
2003 (the "Debentures") to Brown Simpson Partners I, Ltd., a Fund managed by New
York  -  based Brown Simpson Asset Management, LLC (the "Purchaser"). Affiliates
of  the  same  investor  originally  purchased  an  aggregate  of  $8,000,000 of
convertible  debentures  from  the Company on June 7, 1999 and July 29, 1999 (as
reported  in  the  Company's current reports on Form 8-K filed June 14, 1999 and
August  6,  1999,  respectively).  Under  the  1999  financing  arrangement, the
Purchaser  had  the  option  to  purchase the additional $8,000,000 in aggregate
principal amount of Debentures.  The Debentures were sold pursuant to Securities
Purchase  Agreements  dated June 7, 1999 and July 29, 1999 among the Company and
affiliates  of  the  Purchaser.  The  Debentures and the Company's press release
first  announcing  the  sale  of the Debentures are included as exhibits to this
report.  The  Debentures  were  sold  pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the "Securities Act") by virtue of
Rule  506  of  Regulation  D  under  the  Securities  Act.

     The  following is a summary of the principal terms of the Debentures.  This
summary does not purport to explain all of the material terms of the Debentures,
which  are  filed as exhibits to this report, or the related Securities Purchase
Agreement  or  Registration  Rights  Agreement,  which  were previously filed as
exhibits  to  the  Company's  current reports on Form 8-K referenced above.  ONE
SHOULD  READ  THE  DEBENTURES,  THE  SECURITIES  PURCHASE  AGREEMENT  AND  THE
REGISTRATION  RIGHTS AGREEMENT FOR A MORE DETAILED UNDERSTANDING OF THEIR TERMS.

     The $8,000,000 principal amount of the Debentures must be repaid in full in
cash  on  May  4,  2003, but may be converted into the Company's Common Stock in
whole  or  in  part  at  the  Purchasers' option at any time, subject to certain
restrictions,  on  or  prior  to  May 4, 2003 at a conversion price of $6.75 per
share.  The  $6.75 per share conversion price is subject to adjustment for stock
splits,  stock  dividends  and  the  like.  The conversion price associated with
$5,000,000 of the Debentures is also subject to anti-dilution adjustments, which
provide  that  in  the  event  the  Company  issues or sells its Common Stock or
securities  convertible  into  Common  Stock at a price less than the conversion
price of the Debentures, the conversion price of the Debentures will be adjusted
to  such  lower  price.  Certain securities are exempted from this anti-dilution
feature  and  will  not  cause  an adjustment to the conversion price.  Exempted
securities  generally  include  shares  issued  pursuant  to a stock option plan
approved  by the Company's Board of Directors, a limited number of shares issued
to banks that provide senior  debt  financing,  an issuance of stock pursuant to
warrants  outstanding  as  of  the  date  the  Debentures  were  sold.

     The  Debentures  bear  interest  at  7.00%  per annum.  Interest is payable
annually  in  cash,  or  at the Company's option, in Common Stock at a price per
share based on recent bid prices prior to the date interest is paid, and certain
other  conditions  are  met.

     As  part  of  the  Debenture  financing  and  under the Registration Rights
Agreement  among  the  Company  and  the Purchaser, the Company filed a Form S-3
Registration  Statement  with the Securities and Exchange Commission to register
the  resale  under  the  Securities  Act  of  the Common Stock issuable upon the
conversion  of  the $8,000,000 of Debentures sold and interest on the Debentures
which  may  be  paid  in  stock.

     Certain  events  will trigger an event of default under the Debentures.  An
event  of  default  gives the Purchaser the right to accelerate all indebtedness
under  the  Debentures and declare it due immediately. Upon an event of default,
interest  thereafter  accrues at 20.00% per annum and a default premium is added
to the principal amount of the Debentures.  The premium is the greater of 20.00%
of  the  principal  amount,  or  higher,  based  on recent trading prices of the
Company's  Common  Stock.  The  amount  due  upon an event of default (including
principal, interest and all premiums and penalties) must be paid in cash, or, at
the  Purchaser's  option in an equivalent value of shares of Common Stock of the
Company, calculated based on the average bid price per share of the Common Stock
for  a  certain  number of days prior to the acceleration of the indebtedness by
the  Purchasers.

     Circumstances  which  trigger  an  event  of  default  include,  without
limitation,  the material breach of a representation or warranty by the Company,
the  failure  of  the  Company  to  perform covenants in its agreements with the
Purchasers,  the failure of the Company to keep a registration statement for the
resale  of the Common Stock issuable under the Debentures effective, and certain
changes  of  control  of  the  Company if the average bid price of the Company's
Common  Stock listed for quotation is not above $8.00 per share within a certain
number  of days of the announcement of the change of control or the consummation
of the  change  of control.  A change of control includes without limitation (i)
the  failure  of  Paul  W. Mikus to continue to be the Company's Chief Executive
Officer,  unless  replaced  in a certain period of time, (ii) certain changes in
the  composition  of  the  Company's  Board of Directors without the approval of
existing directors and (iii) a sale of all or substantially all of the Company's
assets  or  a  change  of  ownership  of  50% or more of the voting stock of the
Company  (including  by  stock  purchase,  merger  or  similar  transaction).

     Senior  Debt  Financing
     -----------------------

     In  July  1999, the Company entered into a Loan and Security Agreement with
Transamerica Business Credit Corporation ("TBCC") which provided for a revolving
credit  line  in  the  amount  of $2,000,000 plus up to an additional $1,000,000
based  on  eligible  accounts receivable of the Company.  On April 24, 2000, the
Company  and  TBCC  executed  an Amendment to Loan Agreement which increased the
revolving  portion  of the credit line from $2,000,000 to $4,000,000 in addition
to  the  $1,000,000  based  on  eligible accounts receivable of the Company (the
"Loan").  The Loan matures and all amounts must be repaid on July 31, 2001.  The
Loan bears interest at the highest prime or equivalent rate announced by certain
designated  banks,  plus  a  2% or 3.5% premium.  The Loan is secured by a first
priority  lien  on  all  of  the  assets of the Company, except for intellectual
property  of  the  Company.  The  Loan  contains  covenants  restricting certain
activities of the Company.  The covenants and the representations and warranties
made  by  the  Company, if breached, give TBCC the right to accelerate the debt.

     The  Loan is fully guaranteed by Advanced Medical Procedures, Inc. ("AMP"),
a  subsidiary of the Company.  This guarantee is secured by a lien on all of the
assets of AMP.  The AMP loan documents contain covenants and representations and
warranties  which,  if  breached,  allow  TBCC to accelerate the Company's Loan.

     In  connection with the Amendment to the Loan Agreement, the Company issued
a  warrant  to an affiliate of TBCC to purchase 10,390 shares of common stock of
the  Company,  at a price of $15.40 per share, subject to adjustments in certain
circumstances  (the  "Warrant").  The  Warrant  expires  on April 24, 2005.  The
Warrant  was  issued  pursuant  to  an  exemption  from  registration  under the
Securities  Act  by virtue of Rule 506 of Regulation D under the Securities Act.

     The  above  is  a  summary  of the principal terms of the Amendment to Loan
Agreement  and  does  not  purport  to  explain all of the material terms of the
document.  ONE  SHOULD READ THE AMENDMENT TO LOAN AGREEMENT WHICH IS FILED AS AN
EXHIBIT TO THIS REPORT, AND THE ORIGINAL LOAN DOCUMENTS FILED WITH THE COMPANY'S
CURRENT  REPORT ON FORM 8-K ON AUGUST 6, 1999, FOR A MORE DETAILED UNDERSTANDING
OF  THE  TERMS  OF  THE  LINE  OF  CREDIT.

ITEM  7.        FINANCIAL  STATEMENTS,  PRO  FORMA  FINANCIAL  INFORMATION  AND
EXHIBITS.
EXHIBIT NO.  DESCRIPTION
-----------  -----------------------------------------------------------------
4.1         Debenture for $3 million dated May 4, 2000 between the Company and
             Brown Simpson Partners I, Ltd.
 4.2         Debenture for $5 million dated May 4, 2000 between the Company and
             Brown Simpson Strategic Partners I, Ltd.
10.1         Amendment to Loan Agreement dated April 24, 2000 between the
             Company and TBCC
99.1         Press Release dated May 10, 2000
SIGNATURES

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

Date:  May  11,  2000

                                  ENDOCARE,  INC.

                                  By:  /s/  Paul  W.  Mikus

                                       Paul  W.  Mikus
                                       Chief  Executive  Officer  and  President
                                       (Duly  Authorized  Officer  )
EXHIBIT INDEX
EXHIBIT NO.  DESCRIPTION
-----------  -----------------------------------------------------------------
4.1         Debenture for $3 million dated May 4, 2000 between the Company and
             Brown Simpson Partners I, Ltd.
 4.2         Debenture for $5 million dated May 4, 2000 between the Company and
             Brown Simpson Strategic Partners I, Ltd.
10.1         Amendment to Loan Agreement dated April 24, 2000 between the
             Company and TBCC
99.1         Press Release dated May 10, 2000