<PAGE>




August 4, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                          Re:  The Care Group, Inc.
                               Form S-8

Gentlemen:

On behalf of our client The Care Group, Inc. (the "Company") we
herewith
electronically file Form S-8.

A certified check covering the registration fee has been sent by
Express Mail to
the SEC lockbox under separate cover.

If you have any questions, please call me at (212) 490-6080. Thank
you.


                                 Very truly yours,

                                  /s/ Michael Harvey

                                      Michael Harvey



<PAGE>

                               August 2, 1995


The Care Group, Inc.
1 Hollow Lane
Lake Success, New York 11042

                  RE: REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

We have acted as special counsel to The Care Group, Inc., a Delaware
corporation
(the "Company"), in connection with the preparation of the Company's
Registration
Statement on Form S-8, which Registration Statement covers a total of
418,250
shares (the "Registered Shares") of Common Stock, par value $.001 of
the Company
(such 418,250 shares of Common Stock are to be issued upon exercise of
options
granted pursuant to the Company's 1991 Stock Option Plan and 1993 Plan
(collectively, the "Plans")).  Such registration statement is
hereinafter referred
to as the "Registration Statement"; and the securities being
registered in the
Registration Statement are hereinafter referred to as the "Registered
Securities".

We have examined originals or copies, certified or otherwise
identified to our
satisfaction, all of such records of the Company, certificates of
officers or
representatives of the Company and the Selling Stockholders and
others, and such
other documents, certificates and corporate or other records as we
have deemed
necessary or appropriate as a basis for the opinions set forth herein. 
In our
examination we have assumed the genuineness of all signatures, the
authenticity of
all documents submitted to us as originals, the conformity to original
documents
of all documents submitted to us as certified or photostatic copies
and the
authenticity of the originals of such latter documents.  As to any
facts material
to this opinion expressed herein which were not independently
established or
verified, we have relied upon statements, representations and
warranties of
officers and other representatives of the Company, the Selling
Stockholders and
others.

Based upon the foregoing, we are of the opinion that if and when each
of the
following events shall have occurred:



<PAGE>


  (a)  The Registration Statement shall have become effective and
       shall remain effective in accordance with its terms and
undertakings;

  (b)  The provisions of applicable state securities or blue sky laws
       shall have been complied with; and

  (c)  The Registered Securities shall have been issued, sold and
       delivered in accordance with the Plans and full payment
therefor shall
       have been made pursuant to the terms of the Plans, the
Incentive Plan and
       the Registration Statement,

then the Registered Securities will, when issued in accordance with
the terms of
the Plans, be legally issued, fully paid and non-assessable.

In connection with the opinion set forth above, we have participated
in
conferences with officers and other representatives of the Company,
the Selling
Stockholders and representatives of the independent certified public
accountant
for the Company at which the contents of the Registration Statement
and Prospectus
and related matters were discussed.  We are not passing upon and do
not assume any
responsibility for the accuracy, completeness or fairness of the
statements
contained in the Registration Statement and Prospectus.

The opinion rendered above is subject to the following exceptions: (i)
enforceability as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement
of creditors'
rights generally, and (ii) the availability of equitable remedies is
subject to
the discretion of the court before which any proceeding thereof may be
brought.

We are members of the Bar of the State of New York only and do not
hold ourselves
out as being conversant with, and express no opinion with respect to,
the laws of
any jurisdiction other than the laws of the State of New York and the
United
States of America and the corporate law of the State of Delaware.

We are furnishing this opinion to the Company solely for its benefit,
and this
opinion is not to be used, circulated, quoted or otherwise referred to
for any
other purpose.

We consent to (i) the use of our name under "LEGAL MATTERS" in the
Resale
Prospectus filed as part of the Registration Statement and (ii) to the
inclusion
of this opinion letter as an exhibit to the Registration Statement.



                                           Very truly yours,

                                      /s/ Kaufman Goldstein Gartner &
Taub, P.C.

                                          KAUFMAN GOLDSTEIN GARTNER &
TAUB, P.C.






<PAGE>

               As filed with the Securities and Exchange Commission
                               on August ____, 1995
                               Registration No. 33-
  
______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                            REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933

                             THE CARE GROUP, INC.
                 (Exact name of issuer as specified in its charter)

         Delaware                                  11-2962027
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)               Identification No.)

1 Hollow Lane, Lake Success, New York             11042
(Address of principal executive offices)        (zip code)

                THE CARE GROUP, INC. - 1993 Stock Option Plan
                         (Full title of the Plans)

                             Ann T. Mittasch
                         President and Chairman
                          THE CARE GROUP, INC.
                             1 Hollow Lane
                    Lake Success, New York  11042
            __________________________________________
              (Name and address of agent for service)

                               516-869-8383
      (Telephone number, including area code of agent for service)

Copies to

Michael Harvey, Esq.
Kaufman Goldstein Gartner & Taub, P.C.
342 Madison Avenue
New York, New York  10173

Sales of the registered securities will begin as soon as reasonably
practicable
after the effective date of this Registration Statement.

Pursuant to Rule 429(b), the Resale Prospectus constituting a part of
this
Registration Statement also relates to the following two Registration
Statements
on Form S-8:  Registration No. 33-47102 and Registration No. 33-78782.




<PAGE>


                                            Proposed        Proposed
                                            Maximum         Maximum
Title of              Amount                Offering        Aggregate
Securities to         to be                 Price Per       Offering
be Registered         Registered (1)        Share           Price
        (2)
        
Common Stock,        60,000 (3)             $5.88           $352,800
par value
$.001 per share

Common Stock,        60,000 (3)             $4.75           $285,000
par value
$.001 per share

Common Stock,        25,000 (3)             $6.00           $150,000
par value
$.001 per share 

Common Stock,        67,000 (3)             $4.38           $293,460
par value        
$.001 per share        
        
Common Stock,         1,000 (3)             $5.00             $5,000
par value        
$.001 per share        
        
Common Stock,        21,000 (3)             $4.00             $84,000
par value        
$.001 per share        
        
        29,500 (3)        $3.63        $107,085
par value        
$.001 per share        
        10,000 (3)        $4.13        $41,300
par value        
$.001 per share        
        
TOTAL        273,500                $1,318,645




Title of        
Securities to        Amount of
be Registered        Registration Fee


Common Stock,        $121.66
par value
$.001 per share

Common Stock,        $98.28
par value
$.001 per share

Common Stock,        $51.72
par value
$.001 per share

Common Stock,        $101.19
par value
$.001 per share

Common Stock,        $1.72
par value
$.001 per share

Common Stock,        $28.97
par value
$.001 per share

                    $36.93
par value
$.001 per share
                    $14.24
par value
$.001 per share

TOTAL              $454.71
 




<PAGE>





<F1>  Includes (i) a total of 273,500 shares of Common Stock issuable
upon the
exercise of a total of 212,000 shares granted pursuant to the
Company's 1993 Stock
Option Plan.

<F2>  Pursuant to Rule 416, there are also being registered such
additional shares
as may become issuable as a result of the "anti-dilution" provisions
of the
aforementioned 273,500 stock options.

<F3>  Computed solely for the purpose of calculating the registration
fee and
based on the maximum exercise prices of stock options previously
granted for
273,500 of the shares of Common Stock being registered.





<PAGE>


THE CARE GROUP, INC.
CROSS REFERENCE SHEET
BETWEEN ITEMS OF FORM S-8 AND REGISTRATION STATEMENT
AND RESALE PROSPECTUS


             S-8 Item                           Caption

Item 1.     Plan Information               Included in the Section
10(a)
                                           Prospectus not included as
a part of
                                           the Registration Statement.

Item 2.     Registrant Information         Included in the Section
10(a)
            and Employee Plan Annual       Prospectus not included as
a part
            Information                    of the Registration
Statement.

Item 3.     Incorporation of Documents     Item 3. -- Incorporation of
            by Reference                   Documents by Reference.

Item 4.     Description of Securities      Not Applicable

Item 5.     Interests of Named Experts     Not Applicable
            and Counsel

Item 6.     Indemnification of Officers    Item 6. -- Indemnification
of
             Directors                     Officers and Directors

Item 7.     Exemption from Registration    Not Applicable
            Claimed

Item 8.     Exhibits                       Item 8. -- Exhibits

Item 9.     Undertakings                   Item 9. -- Undertakings




<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

There are incorporated herein by reference the following documents of
The Care
Group, Inc., a Delaware corporation (the "Company"), filed with the
Securities and
Exchange Commission (the "Commission"):

    (a)  Annual Report on Form 10-K and Amendment No. 1 thereto on
Form 10-K/A for
the fiscal year ended December 31, 1994 (the Company's latest annual
report).

    (b)  Quarterly Report on Form 10-Q for quarter ended March 31,
1995

    (c)  10-C dated March 6, 1995

    (d)  The description of the Company's Common Stock which is
contained in the
Company's Form 8-A dated June 7, 1989 filed under Section 12 of the
Securities
Exchange Act of 1934 (the "Exchange Act"), including any amendment or
report filed
for the purpose of updating such description (file number 0-17821).

All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d)
of the Securities Exchange Act of 1934 prior to the filing of a
post-effective
amendment which indicates that all securities offered pursuant to this
Registration Statement have been sold or which deregisters all
securities then
remaining unsold, shall be deemed to be incorporated by reference in
this
Registration Statement and to be a part hereof from the respective
dates of filing
of such documents. Any statement contained in a document incorporated
or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded
for purposes of this Registration Statement to the extent that a
statement
contained herein or in any other subsequently filed document which
also is or is
deemed to be incorporated by reference herein or in any Prospectus
relating to
this Registration Statement modifies or supersedes such statement. Any
statement
so modified or superseded shall not be deemed, except as so modified
or
superseded, to constitute a part of this Registration Statement.




<PAGE>

Item 4.    Description of Securities

           Not Applicable.

Item 5.    Interests of Names Experts and Counsel

           Not Applicable.

Item 6.    Indemnification of Directors and Officers

The Delaware General Corporation Law permits indemnification by the
Company of any
director, officer, employee or agent of the Company or person who is
serving at
the Company's request as a director, officer, employee or agent of
another
corporation, or other enterprise, against expenses (including
attorney's fees),
judgments, fines and amounts paid in settlement, actually and
reasonably incurred
by him in connection with the defense of any threatened, pending or
completed
action (whether civil, criminal, administrative or investigative), to
which he is
or may be a party by reason of having been such director, officer,
employee or
agent, provided that he acted in good faith and in a manner he
reasonably believed
to be in or not opposed to the best interests of the Company, and,
with respect to
any criminal action or proceedings, had no reasonable cause to believe
his conduct
was unlawful. The Company also has the power to indemnify persons set
forth above
from threatened, pending or completed actions or suits by or in the
right of the
Company to procure a judgment in its favor by reason of the fact that
such person
was a director, officer, employee or agent of another corporation or
enterprise
against expenses actually and reasonably incurred by him in connection
with the
defense or settlement of the action if he acted in good faith and in a
manner he
reasonably believed to be in or not opposed to the best interest of
the Company
and except that no indemnification can be made with regard to any
claim, issue or
matter as to which performance of his duty to the Company unless and
only to the
extent that the court in which the action was brought determines that
the person
was fairly and reasonably entitled to indemnity. Any indemnification
(unless
ordered by a court) must be made by the Company only as authorized in
the specific
case upon a determination that indemnification of the person is proper
in the
circumstances because he has met the applicable standards of conduct.
The
determination must be made by the Board of Directors by a majority
vote of a
quorum consisting of directors who are not parties to the action, or
if a quorum
is not obtainable or, even if obtainable and a quorum of disinterested
directors
so direct, by independent legal counsel in a written opinion, or by
the
stockholders. The Company may pay the expenses of an action in advance
of final


<PAGE>

disposition if authorized by the Board of Directors in a specific
case, upon
receipt of an undertaking by the person to be indemnified to repay any
such
advances unless it shall ultimately be determined that such person is
entitled to
be indemnified by the Company as authorized by law.

        The Company's Certificate of Incorporation provides as
follows:

"No director shall be liable to the corporation or any of its
stockholders for
monetary damages for breach of fiduciary duty as a director, except
with respect
to (1) a breach of the director's duty of loyalty to the corporation
or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional
misconduct or a knowing violation of law, (3) liability under Section
174 of the
Delaware General Corporation Law or (4) a transaction from which the
director
derived an improper personal benefit, it being the intention of the
foregoing
provision to eliminate the liability of the corporation's directors to
the
corporation or its stockholders to the fullest extent permitted by
Section
102(b)(7) of the Delaware General Corporation Law, as amended from
time to time,
each person that such Sections grant the corporation the power to
indemnify."

         The By-laws of the Company provides as follows:

Indemnification of Officers and Directors


The corporation shall indemnify its officers, directors, employees and
agents to
the fullest extent permitted by the Delaware Business Corporation Law.

The Company also maintains directors and officers' liability insurance
in an
amount of $3,000,000 in the aggregate, covering certain liabilities of
directors
and officers of the Company, including violations of the 1933 Act and
the Exchange
Act.

Item 7.    Exemption from Registration Claimed

           Not applicable.




<PAGE>

Item 8.    Exhibits

           Exhibit No.

    4.  (a)  1991 Stock Option Plan (included as an exhibit to the
Company's
Registration Statement on Form S-1 (33-41578) filed with the
Securities and
Exchange Commission on July 11, 1991, which exhibit is incorporated
herein by
reference).

        (b)  1993 Stock Option Plan (included as an exhibit to the
Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, which
exhibit is incorporated herein by reference).

    5.  Opinion of Kaufman Goldstein Gartner & Taub, P.C.


    24  (a)  Consent of Deloitte & Touche LLP.
        (b)  Consent of Geschwind, Davidson & Co.
        (c)  Consent of Kaufman Goldstein Gartner & Taub, P.C.
(contained in
             the opinion)

Item 9.  Undertakings

        (a)  The Company hereby undertakes:

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

             2.  That, for the purpose of determining any liability
under the
Securities Act of 1933, 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 hereof.



<PAGE>


             3.  To remove from any 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 Company hereby undertakes that, for purposes of
determining any
liability under the Securities Act of 1933, each filing of the
Company's annual
report pursuant to section 13(a) or Section 15(d) of the Securities
Exchange Act
of 1934 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.

       (c)  Insofar as indemnification for liabilities arising under
the
Securities Act of 1933 may be permitted to directors, officers and
controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the
Company has been informed 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 Company of
expenses
incurred or paid by a director, officer, or controlling person of the
Company 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 Company 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.



<PAGE>

                              RESALE PROSPECTUS

                 418,250 SHARES OF COMMON STOCK TO BE SOLD BY
                           SELLING STOCKHOLDERS.

                           THE CARE GROUP, INC.

This Prospectus relates to the offering of 418,250 shares of Common
Stock, par
value $.001 per share (the "Common Stock"), of The Care Group, Inc., a
Delaware
corporation (the "Company"), to be sold by certain selling
stockholders (the
"Selling Stockholders"), which shares shall have been issued to such
selling
stockholders pursuant to their exercise of stock options granted
pursuant to the
Company's 1990 Stock Option Plan (the "1990 Plan"), the Company's 1991
Stock
Option Plan (the "1991 Plan"), or the Company's 1993 Stock Option Plan
(the "1993
Plan") (the 1990 Plan, the 1991 Plan and the 1993 Plan are
collectively referred
to as the "Plans" and sometimes individually as a "Plan").

It is anticipated that the Selling Stockholders will sell their
securities offered
hereby at the market -- that is, at the prevailing price in the
over-the-counter
market at the time of sale. See "SELLING STOCKHOLDERS" and "PLAN OF
DISTRIBUTION."

The Company will not receive any of the proceeds from the sale of
shares of Common
Stock by any Selling Stockholders. The Company will bear all expenses
in
connection with the registration of the securities being offered
hereby.

The Common Stock is traded on the National Market System of NASDAQ
under the
symbol "CARE". On August 1, 1995, the closing bid price for the Common
Stock was
$3.75.
_____________________________________________________________________________

PROSPECTIVE PURCHASERS OF THE COMMON STOCK SHOULD
CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER THE CAPTION
"INVESTMENT CONSIDERATIONS".

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSIONS
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSIONS PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________________________________________________________________

The date of this Prospectus is August      , 1995



<PAGE>

                          AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-8
of which
this Prospectus is a part, together with all amendments, schedules and
exhibits
thereto (the "Registration Statement"), under the Securities Act of
1933, as
amended (the "Securities Act"), with respect to the securities offered
hereby.
This Prospectus does not contain all the information set forth in the
Registration
Statement, certain portions of which have been omitted in accordance
with the
rules and regulations of the Commission. Statements contained in this
Prospectus
as to the contents of any contract or other document are not
necessarily complete
and in each instance reference is made to the copy of such contract or
other
document filed as an exhibit to the Registration Statement for a full
statement of
the provisions thereof; each such statement contained herein is
qualified in its
entirety by such reference. For further information with respect to
the Company
and the securities offered by this Prospectus, reference is made to
such
Registration Statement.

The Company is subject to the informational requirements of the
Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance
therewith, files reports, proxy statements and other information with
the
Commission. The Registration Statement and such reports, proxy
statements and
other information can be inspected and copied at public reference
facilities of
the Commission at prescribed rates at 450 Fifth Street, N.W.,
Washington, D.C.
20549 and at the following regional office of the Commission:  7 World
Trade
Center, 14th Floor, New York, New York  10048. Copies of such material
can also be
obtained from the Public Reference Section of the Commission at 450
Fifth Street,
Washington, D.C. 20549.

* * *

No dealer, salesperson or other person has been authorized in
connection with any
offering made hereby to give any information or to make any
representation not
contained in this Prospectus and, if given or made, such information
or
representation must not be relied upon as having been authorized by
the Company.
This Prospectus does not constitute an offer to sell or a solicitation
of an offer
to buy any security other than the securities to which it relates nor
does it
constitute an offer to sell or a solicitation of an offer to buy any
securities by
or an offer to any person in any jurisdiction in which such an offer
or


<PAGE>

solicitation is unauthorized. Neither the delivery of this Prospectus
nor any sale
made hereunder shall under any circumstances create any implication
that the
information contained herein is correct as of any time subsequent to
the date
hereof.

The Company will furnish annual reports to its stockholders which will
include
audited financial statements that have been examined and reported
upon, with an
opinion expressed by an independent certified public accountant. The
Company will
also furnish such other reports (none of which will include audited
financial
statements) to its stockholders as the Company in its sole discretion
deems
appropriate.

The Company will provide without charge to each person to whom a copy
of this
Prospectus has been delivered, on written or oral request of such
person, a copy
of any or all information that is incorporated by reference in this
Prospectus
(not including exhibits to the information that is incorporated by
reference
unless such exhibits are specifically incorporated by reference into
the
information that this Prospectus incorporates). Requests should be
directed to The
Care Group, Inc., 1 Hollow Lane, Lake Success, New York  11042
(telephone: 516-
869-8383).
                          __________________________




<PAGE>

TABLE OF CONTENTS



    ITEM                                                        PAGE

Available Information                                              1

Summary Information                                                4

Investment Considerations                                          9

Proceeds to the Company                                           11

Selling Stockholders                                              11

Plan of Distribution                                              18

Incorporation of Certain Information by Reference                 18

Transfer Agent                                                    19

Legal Matters                                                     19

Material Changes                                                  19

Indemnification                                                   20




<PAGE>

SUMMARY INFORMATION

General Development of the Company:

The Care Group, Inc., a Delaware corporation, and its wholly owned
subsidiaries
(collectively, the "Company") provide homecare and alternative site
care to
specific patient populations through the Company's fully integrated
nursing and
pharmaceutical programs. The Company's business is primarily the care
and
treatment of patients with the Human Immunodeficiency Virus ("HIV")
and Acquired
Immune Deficiency Syndrome ("AIDS"). The Company also treats and cares
for
terminally ill and medically fragile infants and children. The Company
also sells
and leases durable medical equipment ("DME") and provides diagnostic
sleep studies
through a recently acquired subsidiary.

Over the past decade the scope of care provided by the Company has
been expanded
and at present offers a wide range of nursing and pharmaceutical
services from
nursing para-professionals to registered nurses with advanced
certification(s) and
from oral medications to infusion therapies. The Company's mix of
business is
approximately 37% nursing, 56% pharmaceuticals and 7% DME. Currently
the Company
provides its services in Atlanta, GA; Austin, TX; Dallas, TX; Houston,
TX; Long
Island, NY; Los Angeles, CA; and New York City, NY. Each branch has a
clinical
pharmacy adjacent to the Company's nursing office combining the
nursing and
pharmaceutical disciplines, enabling the Company to provide
state-of-the-art case
management. The Company's subsidiary that conducts the DME business is
located in
Fort Washington, Pennsylvania. The Company operates through its
subsidiaries.

The executive offices of the Company are located at 1 Hollow Lane,
Lake Success,
New York 11042, and its telephone number is (516) 869-8383.

Description of Business:

Home Healthcare Services

Treating a patient at home can include para-professional nursing care,
nursing
care, intermittent nursing visits, physical or occupational therapist
visits,
social worker consultations, administration of pharmaceutical
therapies and


<PAGE>

durable medical equipment and devices. Plans of treatment establish
the needs of a
specific patient. Home healthcare begins with a physician's orders for
nursing
and/or pharmaceutical regimens and/or ancillary services. These orders
are
implemented by the Company's clinical nursing and/or clinical pharmacy
team which
works closely with the physician to monitor the patient's progress.
The on-going
collaboration among physician, nurses, therapists and pharmacists
enables the
patient to stay at home. The significant increases in the costs of
hospitalization
have increased the acceptance of homecare by insurance companies over
the past
decade. The nature of the illnesses in which the Company specializes
are among the
most expensive patient populations to the insurance companies, and the
Company
believes that as a result its services provide a cost effective
alternative.

How The Company Delivers Care

The Company operates several offices (branches) in different states,
namely New
York, Georgia, Texas and California. The Company has developed
clinical nursing
and pharmaceutical policies and procedures that ensure that each
branch operates
under the same clinical standards that have been established by the
Company. These
policies and procedures begin with the intake process and are followed
through
every phase of the patients' care process including discharge
procedures. The
continual interaction among the patient's physician and the Company's
clinical
staff monitor the progress of the patient and modify the patient's
regimen
according to the patient's specific needs. For example, a patient who
has been
having 24 hour care may have progressed and only require intermittent
nursing
visits. Conversely the opposite situation may occur. Many of the
Company's HIV and
other patients require constant attention to nursing notes, results of
blood tests
and other diagnostic tools that aid in providing the patient with the
highest
quality of care. Each branch has clinical and support personnel on
call 24-hours-
a-day, 365-days per year.

An integral part of the Company's clinical policies and procedures is
the
Company's Quality Assurance/Continuous Quality Improvement program
which is
reviewed quarterly by a Professional Board. The Professional Board is
comprised of
both employees and outside professionals including physicians,
dietitians, social
workers, consumers and nurses. Additionally, a Corporate Quality
Assurance/Continuous Quality Improvement Advisory Board has been
established to
monitor the branches.




<PAGE>

JCAHO Accreditation

All of the Company's current branches are accredited by the Joint
Commission on
Accreditation of Healthcare Organizations (JCAHO). Accreditation by
JCAHO has
become a prerequisite for contracts from many insurance companies,
health
maintenance organizations (HMO's) and preferred provider organizations
(PPO's).

Pharmaceutical Services/Home Infusion Therapies

Home infusion is an industry that began in the early 1980s with
advances in
equipment that delivers intravenous therapies including antibiotics,
total
parental nutrition therapy, chemotherapy and other pharmaceutical
therapies.
Previously, patients who required intravenous therapies were
hospitalized for the
duration of the treatment. The Company began its home infusion
operations in 1991
with the acquisition of CareLine in Dallas, TX. Clinical pharmacies
are now
adjacent to nursing offices in all branches.

The Company has also begun offering oral medications. This product
category
enables the Company to begin a relationship with the patient at an
earlier point
in time and continues to build upon the Company's expanded scope of
care
philosophy for referral sources.

Alternative Site Care

Alternative site care refers to care in locations other than the
hospital.
Alternative sites include the home, treatment rooms/infusion suites in
physicians'
offices, nursing homes, subacute care centers and other non-hospital
settings.
During 1993, the Company began to provide its infusion services to
skilled nursing
facilities/geriatric nursing homes. In an effort to provide more
comprehensive
patient care and to capture additional revenues, skilled nursing
facilities have
begun to provide infusion therapies on-site by utilizing homecare
companies. These
referral sources prompted the development of the Company's new
clinical program,
ChroniCare, which addresses the wide array of chronic illnesses that
afflict the
geriatric patient. Although this represented a minimal percentage of
the Company's
business during 1994, management believes that with the aging
population and
increased life span, the Company's ChroniCare program will continue to
develop.



<PAGE>


Durable Medical Equipment

In May, 1994, the Company acquired Advanced Care Associates, Inc. and
affiliates
(collectively "Advanced Care"), which sell and lease specialized
medical and
health care equipment based on a national sales network developed by
Advanced
Care. Advanced Care also provides diagnostic sleep study services.

Mail Order Prescriptions

In January, 1995, the Company began operations of a newly developed,
wholly owned
subsidiary called Mail Order Meds, Inc. ("MOM"). MOM specializes in
the mail order
distribution of HIV/AIDS pharmaceuticals, nutrition supplements,
vitamins,
herbals, educational books, and videos.

Reimbursement For Services

Over 95% of the Company's revenues are received from third-party
payors (insurance
companies or government agencies) with payment from the patient
comprising the
balance. In order to assure payment, the Company's reimbursement
specialists
verify the patient's insurance coverage as part of the patient intake
system. At
present, it is common for prices to be negotiated during the
verification process
for the services to be rendered. The Company's reimbursement
specialists continue
to monitor the patient's insurance coverage until discharge. Due to
the
catastrophic nature of the illnesses of the Company's patient
population, the
Company's reimbursement specialists continually monitor the lifetime
limits, the
availability of special state programs and other reimbursement related
issues. In
an effort by payors to control costs, verification and negotiation are
becoming
standard procedures on an industry wide basis.



<PAGE>


The Offering

Common Stock issuable upon
  exercise of the Stock Options              418,250 shares

Common Stock outstanding prior
  to the offering                          8,443,065 shares

Common Stock to be outstanding     
  after the offering                       8,861,315 shares

NASDAQ/NMS Symbol                                      CARE



<PAGE>

INVESTMENT CONSIDERATIONS


In evaluating the Company and this offering, prospective investors
should
carefully consider all of the information contained in this Prospectus
and
incorporated by reference, including the following factors:

     Government Regulations and Litigation. The Company's current
operations are
subject to licensing and other federal and state regulations. The
Company believes
that it is in substantial compliance with all required certificates
and licenses,
which are subject to periodic review and renewal. The Company's loss
of certain
licenses may adversely affect the Company.

     On September 30, 1994, a recently acquired subsidiary of the
Company
(Advanced Care Associates, Inc.) and the subsidiary's prior owners
were served
with a civil lawsuit by the U.S. Department of Justice alleging
improper Medicare
billing and reimbursement practices during periods prior to the
Company's
acquisition of the subsidiary. While the Company is currently in the
process of
settling with the Government and management believes that the outcome
of this
matter will not have a material adverse impact on the Company, there
can be no
assurance that the Company will not be materially adversely affected.

Competition. The home health care and infusion businesses are highly
competitive.
Some of the Company's competitors are national service providers, but
most are
regional or local in scope. Many of the Company's competitors and
potential
competitors are larger in size and possess significantly greater
financial
resources than the Company.

Reimbursement by Third-Party Payors. The Company is primarily
reimbursed for its
services by insurance companies or other third-party payors. The
Company typically
receives payment between 90 and 120 days after rendering an invoice,
although such
period can be longer. The size and nature of claims related to
services provided
by the Company result in a large number of such claims being reviewed
by third-
party payors prior to payment. Accordingly, the Company's cash flow
may at times
be insufficient to meet its accounts payable. The Company has been
required to
borrow funds to meet its ongoing obligations and may be required to do
so in the
future.



<PAGE>


Insurance. The Company is subject to potential liability and therefore
carries
various insurance policies, including policies insuring against
certain negligent
acts. There can be no assurance that the Company's insurance policies
will
adequately meet its potential liabilities. Nor can it be assured that
the Company
will continue to qualify for, obtain or afford insurance coverage. See
"BUSINESS
- -- Insurance."

Shares Eligible for Future Sale and Registration Rights; Underwriter's
Warrants
and Redeemable Public Investor Warrants. As of August 1, 1995, the
Company had
8,443,065 shares of Common Stock outstanding. Of these shares,
approximately
5,494,000 have been registered or are otherwise tradable under the
1933 Act. The
Company has also granted various registration rights in connection
with certain
acquisitions. The remaining shares of outstanding Common Stock are
restricted from
current public sale under Rule 144 promulgated under the 1933 Act. Ann
T.
Mittasch, Gilda Schechter and Randolph J. Mittasch, three officers and
directors
of the Company, have agreed to sell no more than 350,000 of their
shares of Common
Stock until December 16, 1995.

As of August 1, 1995, there were also outstanding (i) the Warrants
exercisable to
purchase 250,439 shares of Common Stock and (ii) 418,250 options
granted pursuant
to the Company's stock option plans covered by this prospectus (each
option
exercisable to purchase one share of Common Stock at an average
exercise price of
approximately $2.50).

The possibility of future sales by existing stockholders under Rule
144, or
through the exercise of outstanding "piggyback" or demand registration
rights may
have a depressive effect on the market price of the Common Stock, and
such sales,
if substantial, might also adversely affect the Company's ability to
raise
additional capital. In addition, the exercise of the aforementioned
warrants and
options by the holders thereof could result in a dilution of the then
book value
of the Company's Common Stock. The aforementioned warrants and options
are likely
to be exercised at a time when the Company would be able to obtain
additional
capital on terms more favorable than those provided by such warrants.




<PAGE>

Security Interest in Assets; Restrictions in Credit Facility. As of
August 1,
1995, the Company was obligated to Chase Manhattan Bank, N.A.
("Chase") for a
principal amount of $6,950,000 in the form of a three year revolving
line of
credit (the "Credit Facility") under which the Company at any time can
borrow up
to 70% of its eligible receivables, not to exceed $7,500,000. In
connection with
Credit Facility, the Company pledged all of its assets and all of its
subsidiaries
to Chase. If the Company were to default with respect to any of its
obligations
under the Credit Facility, Chase could foreclose on such pledged
assets, which
could adversely affect the Company. The Credit Facility also places
certain
restrictions or limitations on the Company's ability to incur
indebtedness,
dispose of significant assets and other matters.

No Dividends. The Company has not paid any dividends since inception
and does not
anticipate the payment of dividends in the foreseeable future.

PROCEEDS TO THE COMPANY

The Company will not receive any of the proceeds from sale of shares
of Common
Stock by any Selling Stockholders.

SELLING STOCKHOLDERS

The following table sets forth the number of shares of the Company's
Common Stock
beneficially owned (as defined in Rule 13d-3 promulgated under the
Exchange Act)
as of August 1, 1995 and as adjusted to reflect the sale of shares
offered hereby
by the Selling Stockholders. The table also includes all other persons
who may be
deemed to beneficially own the shares of Common Stock to be sold by
the Selling
Stockholders.

Except as otherwise provided herein, neither the Selling Stockholders
nor any of
their affiliates have maintained any position, office or other
material
relationship within the past three years with the Company or any of
the Company's
predecessors or affiliates.


         Owner Prior to         
         Public Offering                  Number
         Number of         Percentage of         of Shares
Name of Owner         Shares         Total Shares          To be Sold

Ann T. Mittasch (1)         1,297,000         15.14%         117,000
1 Hollow Lane
Lake Success, NY  11042
Gilda G. Schechter (2)         265,500         3.14%         5,500
Randolph J. Mittasch (3)         190,300         2.24%         47,500
John J. Lynch (4)         3,250         *         3,250
Pat Celli(5)         63,000         *         63,000
Anthony J. Esposito Jr. (6)         90,000         1.06%        
30,000
Dr. Alex Maurillo(7)         2,000         *         2,000
Richard Mittasch (8)         126,000         1.49%         21,000
Don Schaffer(8)         1,000         *         1,000
Benjamin Portnoy(8)         1,000         *         1,000
_________________
* Less Than 1% of Total Shares


         Owner After         
         Public Offering         
         Number of         Percentage of
Name of Owner         Shares         Total Shares

Ann T. Mittasch (1)         1,180,000         13.77%
1 Hollow Lane
Lake Success, NY  11042
Gilda G. Schechter (2)         260,000         3.07%
Randolph J. Mittasch (3)         142,800         1.68%
John J. Lynch (4)         -0-         -0-
Pat Celli(5)         -0-         -0-
Anthony J. Esposito Jr. (6)         60,000          *
Dr. Alex Maurillo(7)         -0-         -0-
Richard Mittasch (8)         105,000         1.24%
Don Schaffer(8)         -0-         -0-
Benjamin Portnoy(8)         -0-         -0-
_________________
* Less Than 1% of Total Shares

         Owner Prior to         
         Public Offering                  Number
         Number of         Percentage of         of Shares
Name of Owner         Shares         Total Shares          To be Sold

Susan Carr (8)         3,500         *         3,500
Marie D'Antuano(8)         12,000         *         12,000
Alan Kakan(8)         5,000         *         5,000
Roger Heintzelman(8)         5,000         *         5,000
Jennifer Davis(8)         2,500         *         2,500
Chris Mutkoski(8)         20,000         *         20,000
Valerie Incobucci(8)         10,000         *         10,000
Pamela Greenfield (8)         30,000         *         30,000
Joseph Baldi (8)         11,000         *         11,000
Lisa Miranda (8)         1,000         *         1,000
Rhoda Rubenstein(8)         1,000         *         1,000
Sandra Curando-Dien(8)         1,000         *         1,000
_________________
* Less Than 1% of Total Shares

         Owner After         
         Public Offering         
         Number of         Percentage of
Name of Owner         Shares         Total Shares

Susan Carr (8)         -0-         -0-
Marie D'Antuano(8)         -0-         -0-
Alan Kakan(8)         -0-         -0-
Roger Heintzelman(8)         -0-         -0-
Jennifer Davis(8)         -0-         -0-
Chris Mutkoski(8)         -0-         -0-
Valerie Incobucci(8)         -0-         -0-
Pamela Greenfield (8)         -0-         -0-
Joseph Baldi (8)         -0-         -0-
Lisa Miranda (8)         -0-         -0-
Rhoda Rubenstein(8)         -0-         -0-
Sandra Curando-Dien(8)         -0-         -0-
_________________
* Less Than 1% of Total Shares


         Owner Prior to         
         Public Offering                  Number
         Number of         Percentage of         of Shares
Name of Owner         Shares         Total Shares          To be Sold

Lori Alexander(8)         1,000         *         1,000
Sheri Lauch(8)         1,000         *         1,000
Kerri Lenox(8)         1,000         *         1,000
Brad Jones(8)         500         *         500
Jennifer Kalinowski(8)         1,000         *         1,000
Cindy Burtt (8)         500         *         500
Ed Auty(8)         500         *         500
Phil Bauer(8)         1,000         *         1,000
Janet Joyce(8)         2,500         *         2,500
Mike Amory(8)         1,000         *         1,000
Dennis Kochem(8)         500         *         500
_________________
* Less Than 1% of Total Shares

         Owner After         
         Public Offering         
         Number of         Percentage of
Name of Owner         Shares         Total Shares

Lori Alexander(8)         -0-         -0-
Sheri Lauch(8)         -0-         -0-
Kerri Lenox(8)         -0-         -0-
Brad Jones(8)         -0-         -0-
Jennifer Kalinowski(8)         -0-         -0-
Cindy Burtt (8)         -0-         -0-
Ed Auty(8)         -0-         -0-
Phil Bauer(8)         -0-         -0-
Janet Joyce(8)         -0-         -0-
Mike Amory(8)         -0-         -0-
Dennis Kochem(8)         -0-         -0-
_________________
* Less Than 1% of Total Shares










         Owner Prior to         
         Public Offering                  Number
         Number of         Percentage of         of Shares
Name of Owner         Shares         Total Shares          To be Sold

Becky Skymer(8)         2,500         *         2,500
Ellen Betley(8)         1,000         *         1,000
Leslie Chevine(8)         1,000         *         1,000
Patti Montague(8)         1,000         *         1,000
Bruce Matsen(8)         1,000         *         1,000
Marc LeBlanc(8)         1,000         *         1,000
Lorraine Franco(8)         1,000         *         1,000
Kim Toscano(8)         2,500         *         2,500
Dolores Wenger(8)         2,500         *         2,500
Violet Kinkela(8)         1,000         *         1,000

_________________         
* Less Than 1% of Total Shares         

         Owner After
         Public Offering
         Number of         Percentage of         
Name of Owner         Shares         Total Shares         

Becky Skymer(8)         -0-         -0-         
Ellen Betley(8)         -0-         -0-         
Leslie Chevine(8)         -0-         -0-         
Patti Montague(8)         -0-         -0-         
Bruce Matsen(8)         -0-         -0-         
Marc LeBlanc(8)         -0-         -0-         
Lorraine Franco(8)         -0-         -0-
Kim Toscano(8)         -0-         -0-
Dolores Wenger(8)         -0-         -0-
Violet Kinkela(8)         -0-         -0-

_________________
* Less Than 1% of Total Shares
                  

<PAGE>

(1)  Mrs. Mittasch, Chairman and President of the Company, directly
owns 900,000
shares of Common Stock for her own account and may be deemed to
beneficially own
an additional 280,000 shares of Common Stock subject to a ten year
voting trust
(the "Voting Trust") expiring February 27, 1999 of which she is the
sole voting
trustee with respect to the 140,000 shares of Common Stock directly
owned by
Randolph J. Mittasch and an additional 140,000 shares directly owned
by five other
persons. Mrs. Mittasch also holds options expiring February 27, 1999
to acquire
117,000 shares of Common Stock at an average exercise price of $4.36
per share.
Mrs. Mittasch disclaims beneficial ownership of 981,206 shares of
Common Stock
beneficially owned by the Company's Board of Directors.

(2)  Gilda G. Schechter is the Executive Vice President and director
of the
Company. The shares beneficially owned by Ms. Schechter include
260,000 shares
that she beneficially owns for her own account and options expiring
February 27,
1999 to acquire 5,500 shares of Common Stock at an average exercise
price of $5.13
per share. Mrs. Schechter disclaims beneficial ownership of 981,206
shares of
common stock beneficially owned by the Company's Board of Directors.

(3)  Randolph J. Mittasch, Secretary, Treasurer and a director of the
Company,
directly owns 142,800 shares of Common Stock, 140,000 of which are
subject to the
Voting Trust. The shares beneficially owned by Mr. Mittasch also
include options
expiring February 27, 1999 to acquire 47,500 shares of Common Stock at
an average
exercise price of $4.50. Randolph J. Mittasch disclaims beneficial
ownership of
any securities of the Company beneficially owned by Ann T. Mittasch,
except for
the 140,000 shares that he directly owns that are subject to the
Voting Trust. Mr.
Mittasch also disclaims beneficial ownership of 981,206 shares of
common stock
beneficially owned by the Company's Board of Directors.

(4)  The shares of Common Stock beneficially owned by John J. Lynch, a
director of
the Company, consist of options expiring February 27, 1999 to acquire
3,250 shares
of Common Stock at an average exercise price of $3.00. Mr. Lynch
disclaims
beneficial ownership of 981,206 shares of Common Stock beneficially
owned by the
Company's Board of Directors.

(5)  The shares of Common Stock beneficially owned by Pat H. Celli,
Chief
Financial Officer, Assistant Secretary and Assistant Treasurer of the
Company,
consist of options expiring February 27, 1999 to acquire 63,000 shares
of Common
Stock at an average exercise price of $4.64 per share.



<PAGE>


(6)  Anthony J. Esposito, Jr. is Vice President of operations of
certain of the
Company's subsidiaries. Mr. Esposito directly owns 60,000 shares of
Common Stock
and has options to acquire 30,000 shares of Common Stock at a per
share exercise
price of $4.13.

(7)  The shares of Common Stock beneficially owned by Dr. Alex
Maurillo, a
director of the Company, consist of options to purchase 2,000 shares
of Common
Stock at an average exercise price of $ 3.38. Dr. Maurillo disclaims
beneficial
ownership of 981,206 shares of Common Stock owned by the Company's
Board of
Directors.

(8)  An employee of the Company or a subsidiary thereof, and an
affiliate of the
Company.





<PAGE>

PLAN OF DISTRIBUTION

The Selling Stockholders intend to publicly sell their securities
offered hereby
on a continuous basis at the market -- that is, at the prevailing
price in the
over-the-counter market at the time of sale. It is anticipated that
underwriters
will not be used in connection with the shares of Common Stock to be
offered by
Selling Stockholders. The Company is not aware of any agreement,
arrangement or
understanding entered into by the Selling Stockholders with any other
broker-
dealers or the Company prior to the date of this Prospectus with
respect to its
securities of the Company covered by this Prospectus.

If the Selling Stockholders sell any of their securities offered
hereby through a
broker-dealer, it is anticipated that the broker-dealer shall only
receive its
customary and ordinary brokerage commission for the transaction.

Expenses of this Offering

All of the expenses of this offering, which are estimated at $10,000,
are payable
by the Company.

No Escrow Arrangements

There is no arrangement to have funds received by the Company placed
in any
escrow, trust or similar account or arrangement.


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents and information filed by the Company with the
Securities
and Exchange Commission are incorporated herein by reference:

  (a)  Annual Report on Form 10-K and Amendment No. 1 thereto on Form
10-K/A for
the fiscal year ended December 31, 1994.

  (b)  Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.



<PAGE>


  (c)  10-C dated March 6, 1995

  (d)  The description of the Company's Common Stock which is
contained in the
Company's Form 8-A dated June 7, 1989 as filed under Section 12 of the
Securities
Exchange Act of 1934, including any amendment or report filed for the
purpose of
updating such description.

All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior
to the termination of the offering of the shares of Common Stock
covered by this
Prospectus shall be deemed to be incorporated by reference in this
Prospectus and
to be a part hereof from the respective dates of filing of such
documents. Any
statement contained in a document incorporated or deemed to be
incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this
Prospectus to the extent that a statement contained herein or in any
other
subsequently filed document which also is or is deemed to be
incorporated by
reference herein or in any Prospectus Supplement modifies or
supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as
so modified or superseded, to constitute a part of this Prospectus.

TRANSFER AGENT

The transfer agent for the Common Stock is American Stock Transfer and
Trust
Company, 40 Wall Street, New York, New York  10005.

LEGAL MATTERS

Kaufman Goldstein Gartner & Taub, P.C., 342 Madison Avenue, New York,
New York 
10173 has acted as counsel for the Company in connection with this
prospectus.

MATERIAL CHANGES

The Company's Current Report on Form 8-K dated May 19, 1994 as filed
with the
Securities Exchange Commission which reports the acquisition by the
Company of
Advanced Care Associates, Inc. and affiliates is incorporated herein
by reference.



<PAGE>


INDEMNIFICATION

The Company's certificate of incorporation provides that to the
fullest extent
permitted under the General Business Corporation Law ("GCL") of the
State of
Delaware, no director of the Company shall be liable to the Company or
its
stockholders for monetary damages for breach of fiduciary duty as a
director. The
Company's by-laws provide that the Company's officers and directors
will be
indemnified to the fullest extent permitted by GCL.

Section 145 of GCL contains various provisions entitling directors,
officers,
employees or agents of the Company to indemnification from judgments,
fines,
amounts paid in settlement and reasonable expenses, including
attorneys' fees, as
the result of an action or proceeding (whether civil, criminal,
administrative or
investigative) in which they may be involved by reason of being or
having been a
director, officer, employee or agent of the Company provided said
persons acted in
good faith and in a manner reasonably believed to be in or not opposed
to the best
interest of the Company (and, with respect to any criminal action or
proceedings,
had no reasonable cause to believe that the conduct complained of was
unlawful).

Insofar as indemnification for liabilities arising under the
Securities Act of
1933 may be permitted to directors, officers, or persons controlling
the Company
pursuant to the foregoing provisions, or otherwise, the Company has
been informed
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 Company of expenses incurred or paid by a director,
officer or
controlling person of the Company 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 Company 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 of 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.



<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant
certifies that it has reasonable grounds to believe that it meets all
of the
requirements for filing on Form S-8 and has duly caused this
Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly
authorized, in the City of Lake Success, State of New York, on August
1, 1995.

                                                         THE CARE
GROUP, INC.


                                                     By: /s/ Ann T.
Mittasch    
                                                        Ann T.
Mittasch, President
                                                         and Chairman

Pursuant to the requirements of the Securities Act of 1933, this
Registration
Statement has been signed below by the following persons in the
capacities and on
the dates indicated.

Date:         August 1, 1995                           /s/ Ann T.
Mittasch
                                                        Ann T.
Mittasch, Chairman
                                                        and President


Date:        August 1, 1995                          /s/ Gilda G.
Schechter
                                                     Gilda G.
Schechter, Executive
                                                     Vice President
and a Director


Date:       August 1, 1995                           /s/ Randolph J.
Mittasch
                                                  Randolph J.
Mittasch, Secretary,
                                                     Treasurer and
Director


Date:      August 1, 1995                            /s/ Pat H. Celli
                                                     Pat H. Celli,
                                                     Chief Financial
Officer,
                                                     Assistant
Secretary,
                                                     Assistant
Treasurer
                                                     (Principal
Financial and
                                                     Accounting
Officer)


Date:      August 1, 1995                            /s/ Dr. Alex
Maurillo
                                                     Dr. Alex
Maurillo, Director


Date:      August 1, 1995                             /s/ John L.
Lynch
                                                     John J. Lynch,
Director



<PAGE>

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We consent to the use in this Registration Statement on Form S-8 (the
"Registration Statement") of The Care Group, Inc. (the "Registrant"),
a Delaware
corporation, and to the Prospectus to be used in connection with the
Registration
Statement, of (i) our report dated March 22, 1994 on the consolidated
financial
statements of the Company for the years ended December, 1993 and
December, 1992
included in the Company's Annual Report on Form 10-K for the year
ended December
31, 1994 filed with the Securities and Exchange Commission and
incorporated into
the Registration Statement by reference, and (ii) our report on the
combined
financial statements of Advanced Care Associates, Inc. and affiliates
dated March
31, 1994, included in the Company's Current Report on Form 8-K dated
May 19, 1994,
which report is incorporated into the Registration Statement by
reference.



                                            /s/ Geschwind, Davidson &
Co.
                                                Geschwind, Davidson &
Co.


Baldwin, New York
August 1, 1995






<PAGE>


INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration
Statement of The
Care Group, Inc. on Form S-8 of our report dated March 20, 1995,
appearing in the
Annual Report on Form 10-K of The Care Group, Inc. for the year ended
December 31,
1994.


/s/ Deloitte & Touche LLP

Jericho, New York
July 31, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 61861}]
{"company-data": {"conformed-name": "CARE GROUP INC", "cik": "0000847935", "assigned-sic": "8082", "irs-number": "112962027", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61569", "film-number": "95559018"}, "business-address": {"street1": "ONE HOLLOW LANE", "city": "LAKE SUCCESS", "state": "NY", "zip": "11042", "phone": "5168698383"}, "mail-address": {"street1": "ONE HOLLOW LANE", "city": "LAKE SUCESS", "state": "NY", "zip": "11042"}}
August 4, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                          Re:  The Care Group, Inc.
                               Form S-8

Gentlemen:

On behalf of our client The Care Group, Inc. (the "Company") we
herewith
electronically file Form S-8.

A certified check covering the registration fee has been sent by
Express Mail to
the SEC lockbox under separate cover.

If you have any questions, please call me at (212) 490-6080. Thank
you.

                                 Very truly yours,

                                  /s/ Michael Harvey

                                      Michael Harvey
August 2, 1995

The Care Group, Inc.
1 Hollow Lane
Lake Success, New York 11042

                  RE: REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

We have acted as special counsel to The Care Group, Inc., a Delaware
corporation
(the "Company"), in connection with the preparation of the Company's
Registration
Statement on Form S-8, which Registration Statement covers a total of
418,250
shares (the "Registered Shares") of Common Stock, par value $.001 of
the Company
(such 418,250 shares of Common Stock are to be issued upon exercise of
options
granted pursuant to the Company's 1991 Stock Option Plan and 1993 Plan
(collectively, the "Plans")).  Such registration statement is
hereinafter referred
to as the "Registration Statement"; and the securities being
registered in the
Registration Statement are hereinafter referred to as the "Registered
Securities".

We have examined originals or copies, certified or otherwise
identified to our
satisfaction, all of such records of the Company, certificates of
officers or
representatives of the Company and the Selling Stockholders and
others, and such
other documents, certificates and corporate or other records as we
have deemed
necessary or appropriate as a basis for the opinions set forth herein. 
In our
examination we have assumed the genuineness of all signatures, the
authenticity of
all documents submitted to us as originals, the conformity to original
documents
of all documents submitted to us as certified or photostatic copies
and the
authenticity of the originals of such latter documents.  As to any
facts material
to this opinion expressed herein which were not independently
established or
verified, we have relied upon statements, representations and
warranties of
officers and other representatives of the Company, the Selling
Stockholders and
others.

Based upon the foregoing, we are of the opinion that if and when each
of the
following events shall have occurred:
(a)  The Registration Statement shall have become effective and
       shall remain effective in accordance with its terms and
undertakings;

  (b)  The provisions of applicable state securities or blue sky laws
       shall have been complied with; and

  (c)  The Registered Securities shall have been issued, sold and
       delivered in accordance with the Plans and full payment
therefor shall
       have been made pursuant to the terms of the Plans, the
Incentive Plan and
       the Registration Statement,

then the Registered Securities will, when issued in accordance with
the terms of
the Plans, be legally issued, fully paid and non-assessable.

In connection with the opinion set forth above, we have participated
in
conferences with officers and other representatives of the Company,
the Selling
Stockholders and representatives of the independent certified public
accountant
for the Company at which the contents of the Registration Statement
and Prospectus
and related matters were discussed.  We are not passing upon and do
not assume any
responsibility for the accuracy, completeness or fairness of the
statements
contained in the Registration Statement and Prospectus.

The opinion rendered above is subject to the following exceptions: (i)
enforceability as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement
of creditors'
rights generally, and (ii) the availability of equitable remedies is
subject to
the discretion of the court before which any proceeding thereof may be
brought.

We are members of the Bar of the State of New York only and do not
hold ourselves
out as being conversant with, and express no opinion with respect to,
the laws of
any jurisdiction other than the laws of the State of New York and the
United
States of America and the corporate law of the State of Delaware.

We are furnishing this opinion to the Company solely for its benefit,
and this
opinion is not to be used, circulated, quoted or otherwise referred to
for any
other purpose.

We consent to (i) the use of our name under "LEGAL MATTERS" in the
Resale
Prospectus filed as part of the Registration Statement and (ii) to the
inclusion
of this opinion letter as an exhibit to the Registration Statement.

                                           Very truly yours,

                                      /s/ Kaufman Goldstein Gartner &
Taub, P.C.

                                          KAUFMAN GOLDSTEIN GARTNER &
TAUB, P.C.
As filed with the Securities and Exchange Commission
                               on August ____, 1995
                               Registration No. 33-
  
______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                            REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933

                             THE CARE GROUP, INC.
                 (Exact name of issuer as specified in its charter)

         Delaware                                  11-2962027
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)               Identification No.)

1 Hollow Lane, Lake Success, New York             11042
(Address of principal executive offices)        (zip code)

                THE CARE GROUP, INC. - 1993 Stock Option Plan
                         (Full title of the Plans)

                             Ann T. Mittasch
                         President and Chairman
                          THE CARE GROUP, INC.
                             1 Hollow Lane
                    Lake Success, New York  11042
            __________________________________________
              (Name and address of agent for service)

                               516-869-8383
      (Telephone number, including area code of agent for service)

Copies to

Michael Harvey, Esq.
Kaufman Goldstein Gartner & Taub, P.C.
342 Madison Avenue
New York, New York  10173

Sales of the registered securities will begin as soon as reasonably
practicable
after the effective date of this Registration Statement.

Pursuant to Rule 429(b), the Resale Prospectus constituting a part of
this
Registration Statement also relates to the following two Registration
Statements
on Form S-8:  Registration No. 33-47102 and Registration No. 33-78782.
Proposed        Proposed
                                            Maximum         Maximum
Title of              Amount                Offering        Aggregate
Securities to         to be                 Price Per       Offering
be Registered         Registered (1)        Share           Price
        (2)
        
Common Stock,        60,000 (3)             $5.88           $352,800
par value
$.001 per share

Common Stock,        60,000 (3)             $4.75           $285,000
par value
$.001 per share

Common Stock,        25,000 (3)             $6.00           $150,000
par value
$.001 per share 

Common Stock,        67,000 (3)             $4.38           $293,460
par value        
$.001 per share        
        
Common Stock,         1,000 (3)             $5.00             $5,000
par value        
$.001 per share        
        
Common Stock,        21,000 (3)             $4.00             $84,000
par value        
$.001 per share        
        
        29,500 (3)        $3.63        $107,085
par value        
$.001 per share        
        10,000 (3)        $4.13        $41,300
par value        
$.001 per share        
        
TOTAL        273,500                $1,318,645

Title of        
Securities to        Amount of
be Registered        Registration Fee

Common Stock,        $121.66
par value
$.001 per share

Common Stock,        $98.28
par value
$.001 per share

Common Stock,        $51.72
par value
$.001 per share

Common Stock,        $101.19
par value
$.001 per share

Common Stock,        $1.72
par value
$.001 per share

Common Stock,        $28.97
par value
$.001 per share

                    $36.93
par value
$.001 per share
                    $14.24
par value
$.001 per share

TOTAL              $454.71
Includes (i) a total of 273,500 shares of Common Stock issuable
upon the
exercise of a total of 212,000 shares granted pursuant to the
Company's 1993 Stock
Option Plan.
Pursuant to Rule 416, there are also being registered such
additional shares
as may become issuable as a result of the "anti-dilution" provisions
of the
aforementioned 273,500 stock options.
Computed solely for the purpose of calculating the registration
fee and
based on the maximum exercise prices of stock options previously
granted for
273,500 of the shares of Common Stock being registered.
THE CARE GROUP, INC.
CROSS REFERENCE SHEET
BETWEEN ITEMS OF FORM S-8 AND REGISTRATION STATEMENT
AND RESALE PROSPECTUS

             S-8 Item                           Caption

Item 1.     Plan Information               Included in the Section
10(a)
                                           Prospectus not included as
a part of
                                           the Registration Statement.

Item 2.     Registrant Information         Included in the Section
10(a)
            and Employee Plan Annual       Prospectus not included as
a part
            Information                    of the Registration
Statement.

Item 3.     Incorporation of Documents     Item 3. -- Incorporation of
            by Reference                   Documents by Reference.

Item 4.     Description of Securities      Not Applicable

Item 5.     Interests of Named Experts     Not Applicable
            and Counsel

Item 6.     Indemnification of Officers    Item 6. -- Indemnification
of
             Directors                     Officers and Directors

Item 7.     Exemption from Registration    Not Applicable
            Claimed

Item 8.     Exhibits                       Item 8. -- Exhibits

Item 9.     Undertakings                   Item 9. -- Undertakings
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

There are incorporated herein by reference the following documents of
The Care
Group, Inc., a Delaware corporation (the "Company"), filed with the
Securities and
Exchange Commission (the "Commission"):

    (a)  Annual Report on Form 10-K and Amendment No. 1 thereto on
Form 10-K/A for
the fiscal year ended December 31, 1994 (the Company's latest annual
report).

    (b)  Quarterly Report on Form 10-Q for quarter ended March 31,
1995

    (c)  10-C dated March 6, 1995

    (d)  The description of the Company's Common Stock which is
contained in the
Company's Form 8-A dated June 7, 1989 filed under Section 12 of the
Securities
Exchange Act of 1934 (the "Exchange Act"), including any amendment or
report filed
for the purpose of updating such description (file number 0-17821).

All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d)
of the Securities Exchange Act of 1934 prior to the filing of a
post-effective
amendment which indicates that all securities offered pursuant to this
Registration Statement have been sold or which deregisters all
securities then
remaining unsold, shall be deemed to be incorporated by reference in
this
Registration Statement and to be a part hereof from the respective
dates of filing
of such documents. Any statement contained in a document incorporated
or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded
for purposes of this Registration Statement to the extent that a
statement
contained herein or in any other subsequently filed document which
also is or is
deemed to be incorporated by reference herein or in any Prospectus
relating to
this Registration Statement modifies or supersedes such statement. Any
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 Names Experts and Counsel

           Not Applicable.

Item 6.    Indemnification of Directors and Officers

The Delaware General Corporation Law permits indemnification by the
Company of any
director, officer, employee or agent of the Company or person who is
serving at
the Company's request as a director, officer, employee or agent of
another
corporation, or other enterprise, against expenses (including
attorney's fees),
judgments, fines and amounts paid in settlement, actually and
reasonably incurred
by him in connection with the defense of any threatened, pending or
completed
action (whether civil, criminal, administrative or investigative), to
which he is
or may be a party by reason of having been such director, officer,
employee or
agent, provided that he acted in good faith and in a manner he
reasonably believed
to be in or not opposed to the best interests of the Company, and,
with respect to
any criminal action or proceedings, had no reasonable cause to believe
his conduct
was unlawful. The Company also has the power to indemnify persons set
forth above
from threatened, pending or completed actions or suits by or in the
right of the
Company to procure a judgment in its favor by reason of the fact that
such person
was a director, officer, employee or agent of another corporation or
enterprise
against expenses actually and reasonably incurred by him in connection
with the
defense or settlement of the action if he acted in good faith and in a
manner he
reasonably believed to be in or not opposed to the best interest of
the Company
and except that no indemnification can be made with regard to any
claim, issue or
matter as to which performance of his duty to the Company unless and
only to the
extent that the court in which the action was brought determines that
the person
was fairly and reasonably entitled to indemnity. Any indemnification
(unless
ordered by a court) must be made by the Company only as authorized in
the specific
case upon a determination that indemnification of the person is proper
in the
circumstances because he has met the applicable standards of conduct.
The
determination must be made by the Board of Directors by a majority
vote of a
quorum consisting of directors who are not parties to the action, or
if a quorum
is not obtainable or, even if obtainable and a quorum of disinterested
directors
so direct, by independent legal counsel in a written opinion, or by
the
stockholders. The Company may pay the expenses of an action in advance
of final
disposition if authorized by the Board of Directors in a specific
case, upon
receipt of an undertaking by the person to be indemnified to repay any
such
advances unless it shall ultimately be determined that such person is
entitled to
be indemnified by the Company as authorized by law.

        The Company's Certificate of Incorporation provides as
follows:

"No director shall be liable to the corporation or any of its
stockholders for
monetary damages for breach of fiduciary duty as a director, except
with respect
to (1) a breach of the director's duty of loyalty to the corporation
or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional
misconduct or a knowing violation of law, (3) liability under Section
174 of the
Delaware General Corporation Law or (4) a transaction from which the
director
derived an improper personal benefit, it being the intention of the
foregoing
provision to eliminate the liability of the corporation's directors to
the
corporation or its stockholders to the fullest extent permitted by
Section
102(b)(7) of the Delaware General Corporation Law, as amended from
time to time,
each person that such Sections grant the corporation the power to
indemnify."

         The By-laws of the Company provides as follows:

Indemnification of Officers and Directors

The corporation shall indemnify its officers, directors, employees and
agents to
the fullest extent permitted by the Delaware Business Corporation Law.

The Company also maintains directors and officers' liability insurance
in an
amount of $3,000,000 in the aggregate, covering certain liabilities of
directors
and officers of the Company, including violations of the 1933 Act and
the Exchange
Act.

Item 7.    Exemption from Registration Claimed

           Not applicable.
Item 8.    Exhibits

           Exhibit No.

    4.  (a)  1991 Stock Option Plan (included as an exhibit to the
Company's
Registration Statement on Form S-1 (33-41578) filed with the
Securities and
Exchange Commission on July 11, 1991, which exhibit is incorporated
herein by
reference).

        (b)  1993 Stock Option Plan (included as an exhibit to the
Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, which
exhibit is incorporated herein by reference).

    5.  Opinion of Kaufman Goldstein Gartner & Taub, P.C.

    24  (a)  Consent of Deloitte & Touche LLP.
        (b)  Consent of Geschwind, Davidson & Co.
        (c)  Consent of Kaufman Goldstein Gartner & Taub, P.C.
(contained in
             the opinion)

Item 9.  Undertakings

        (a)  The Company hereby undertakes:

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

             2.  That, for the purpose of determining any liability
under the
Securities Act of 1933, 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 hereof.
3.  To remove from any 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 Company hereby undertakes that, for purposes of
determining any
liability under the Securities Act of 1933, each filing of the
Company's annual
report pursuant to section 13(a) or Section 15(d) of the Securities
Exchange Act
of 1934 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.

       (c)  Insofar as indemnification for liabilities arising under
the
Securities Act of 1933 may be permitted to directors, officers and
controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the
Company has been informed 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 Company of
expenses
incurred or paid by a director, officer, or controlling person of the
Company 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 Company 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.
RESALE PROSPECTUS

                 418,250 SHARES OF COMMON STOCK TO BE SOLD BY
                           SELLING STOCKHOLDERS.

                           THE CARE GROUP, INC.

This Prospectus relates to the offering of 418,250 shares of Common
Stock, par
value $.001 per share (the "Common Stock"), of The Care Group, Inc., a
Delaware
corporation (the "Company"), to be sold by certain selling
stockholders (the
"Selling Stockholders"), which shares shall have been issued to such
selling
stockholders pursuant to their exercise of stock options granted
pursuant to the
Company's 1990 Stock Option Plan (the "1990 Plan"), the Company's 1991
Stock
Option Plan (the "1991 Plan"), or the Company's 1993 Stock Option Plan
(the "1993
Plan") (the 1990 Plan, the 1991 Plan and the 1993 Plan are
collectively referred
to as the "Plans" and sometimes individually as a "Plan").

It is anticipated that the Selling Stockholders will sell their
securities offered
hereby at the market -- that is, at the prevailing price in the
over-the-counter
market at the time of sale. See "SELLING STOCKHOLDERS" and "PLAN OF
DISTRIBUTION."

The Company will not receive any of the proceeds from the sale of
shares of Common
Stock by any Selling Stockholders. The Company will bear all expenses
in
connection with the registration of the securities being offered
hereby.

The Common Stock is traded on the National Market System of NASDAQ
under the
symbol "CARE". On August 1, 1995, the closing bid price for the Common
Stock was
$3.75.
_____________________________________________________________________________

PROSPECTIVE PURCHASERS OF THE COMMON STOCK SHOULD
CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER THE CAPTION
"INVESTMENT CONSIDERATIONS".

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSIONS
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSIONS PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________________________________________________________________

The date of this Prospectus is August      , 1995
AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-8
of which
this Prospectus is a part, together with all amendments, schedules and
exhibits
thereto (the "Registration Statement"), under the Securities Act of
1933, as
amended (the "Securities Act"), with respect to the securities offered
hereby.
This Prospectus does not contain all the information set forth in the
Registration
Statement, certain portions of which have been omitted in accordance
with the
rules and regulations of the Commission. Statements contained in this
Prospectus
as to the contents of any contract or other document are not
necessarily complete
and in each instance reference is made to the copy of such contract or
other
document filed as an exhibit to the Registration Statement for a full
statement of
the provisions thereof; each such statement contained herein is
qualified in its
entirety by such reference. For further information with respect to
the Company
and the securities offered by this Prospectus, reference is made to
such
Registration Statement.

The Company is subject to the informational requirements of the
Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance
therewith, files reports, proxy statements and other information with
the
Commission. The Registration Statement and such reports, proxy
statements and
other information can be inspected and copied at public reference
facilities of
the Commission at prescribed rates at 450 Fifth Street, N.W.,
Washington, D.C.
20549 and at the following regional office of the Commission:  7 World
Trade
Center, 14th Floor, New York, New York  10048. Copies of such material
can also be
obtained from the Public Reference Section of the Commission at 450
Fifth Street,
Washington, D.C. 20549.

* * *

No dealer, salesperson or other person has been authorized in
connection with any
offering made hereby to give any information or to make any
representation not
contained in this Prospectus and, if given or made, such information
or
representation must not be relied upon as having been authorized by
the Company.
This Prospectus does not constitute an offer to sell or a solicitation
of an offer
to buy any security other than the securities to which it relates nor
does it
constitute an offer to sell or a solicitation of an offer to buy any
securities by
or an offer to any person in any jurisdiction in which such an offer
or
solicitation is unauthorized. Neither the delivery of this Prospectus
nor any sale
made hereunder shall under any circumstances create any implication
that the
information contained herein is correct as of any time subsequent to
the date
hereof.

The Company will furnish annual reports to its stockholders which will
include
audited financial statements that have been examined and reported
upon, with an
opinion expressed by an independent certified public accountant. The
Company will
also furnish such other reports (none of which will include audited
financial
statements) to its stockholders as the Company in its sole discretion
deems
appropriate.

The Company will provide without charge to each person to whom a copy
of this
Prospectus has been delivered, on written or oral request of such
person, a copy
of any or all information that is incorporated by reference in this
Prospectus
(not including exhibits to the information that is incorporated by
reference
unless such exhibits are specifically incorporated by reference into
the
information that this Prospectus incorporates). Requests should be
directed to The
Care Group, Inc., 1 Hollow Lane, Lake Success, New York  11042
(telephone: 516-
869-8383).
                          __________________________
TABLE OF CONTENTS

    ITEM                                                        PAGE

Available Information                                              1

Summary Information                                                4

Investment Considerations                                          9

Proceeds to the Company                                           11

Selling Stockholders                                              11

Plan of Distribution                                              18

Incorporation of Certain Information by Reference                 18

Transfer Agent                                                    19

Legal Matters                                                     19

Material Changes                                                  19

Indemnification                                                   20
SUMMARY INFORMATION

General Development of the Company:

The Care Group, Inc., a Delaware corporation, and its wholly owned
subsidiaries
(collectively, the "Company") provide homecare and alternative site
care to
specific patient populations through the Company's fully integrated
nursing and
pharmaceutical programs. The Company's business is primarily the care
and
treatment of patients with the Human Immunodeficiency Virus ("HIV")
and Acquired
Immune Deficiency Syndrome ("AIDS"). The Company also treats and cares
for
terminally ill and medically fragile infants and children. The Company
also sells
and leases durable medical equipment ("DME") and provides diagnostic
sleep studies
through a recently acquired subsidiary.

Over the past decade the scope of care provided by the Company has
been expanded
and at present offers a wide range of nursing and pharmaceutical
services from
nursing para-professionals to registered nurses with advanced
certification(s) and
from oral medications to infusion therapies. The Company's mix of
business is
approximately 37% nursing, 56% pharmaceuticals and 7% DME. Currently
the Company
provides its services in Atlanta, GA; Austin, TX; Dallas, TX; Houston,
TX; Long
Island, NY; Los Angeles, CA; and New York City, NY. Each branch has a
clinical
pharmacy adjacent to the Company's nursing office combining the
nursing and
pharmaceutical disciplines, enabling the Company to provide
state-of-the-art case
management. The Company's subsidiary that conducts the DME business is
located in
Fort Washington, Pennsylvania. The Company operates through its
subsidiaries.

The executive offices of the Company are located at 1 Hollow Lane,
Lake Success,
New York 11042, and its telephone number is (516) 869-8383.

Description of Business:

Home Healthcare Services

Treating a patient at home can include para-professional nursing care,
nursing
care, intermittent nursing visits, physical or occupational therapist
visits,
social worker consultations, administration of pharmaceutical
therapies and
durable medical equipment and devices. Plans of treatment establish
the needs of a
specific patient. Home healthcare begins with a physician's orders for
nursing
and/or pharmaceutical regimens and/or ancillary services. These orders
are
implemented by the Company's clinical nursing and/or clinical pharmacy
team which
works closely with the physician to monitor the patient's progress.
The on-going
collaboration among physician, nurses, therapists and pharmacists
enables the
patient to stay at home. The significant increases in the costs of
hospitalization
have increased the acceptance of homecare by insurance companies over
the past
decade. The nature of the illnesses in which the Company specializes
are among the
most expensive patient populations to the insurance companies, and the
Company
believes that as a result its services provide a cost effective
alternative.

How The Company Delivers Care

The Company operates several offices (branches) in different states,
namely New
York, Georgia, Texas and California. The Company has developed
clinical nursing
and pharmaceutical policies and procedures that ensure that each
branch operates
under the same clinical standards that have been established by the
Company. These
policies and procedures begin with the intake process and are followed
through
every phase of the patients' care process including discharge
procedures. The
continual interaction among the patient's physician and the Company's
clinical
staff monitor the progress of the patient and modify the patient's
regimen
according to the patient's specific needs. For example, a patient who
has been
having 24 hour care may have progressed and only require intermittent
nursing
visits. Conversely the opposite situation may occur. Many of the
Company's HIV and
other patients require constant attention to nursing notes, results of
blood tests
and other diagnostic tools that aid in providing the patient with the
highest
quality of care. Each branch has clinical and support personnel on
call 24-hours-
a-day, 365-days per year.

An integral part of the Company's clinical policies and procedures is
the
Company's Quality Assurance/Continuous Quality Improvement program
which is
reviewed quarterly by a Professional Board. The Professional Board is
comprised of
both employees and outside professionals including physicians,
dietitians, social
workers, consumers and nurses. Additionally, a Corporate Quality
Assurance/Continuous Quality Improvement Advisory Board has been
established to
monitor the branches.
JCAHO Accreditation

All of the Company's current branches are accredited by the Joint
Commission on
Accreditation of Healthcare Organizations (JCAHO). Accreditation by
JCAHO has
become a prerequisite for contracts from many insurance companies,
health
maintenance organizations (HMO's) and preferred provider organizations
(PPO's).

Pharmaceutical Services/Home Infusion Therapies

Home infusion is an industry that began in the early 1980s with
advances in
equipment that delivers intravenous therapies including antibiotics,
total
parental nutrition therapy, chemotherapy and other pharmaceutical
therapies.
Previously, patients who required intravenous therapies were
hospitalized for the
duration of the treatment. The Company began its home infusion
operations in 1991
with the acquisition of CareLine in Dallas, TX. Clinical pharmacies
are now
adjacent to nursing offices in all branches.

The Company has also begun offering oral medications. This product
category
enables the Company to begin a relationship with the patient at an
earlier point
in time and continues to build upon the Company's expanded scope of
care
philosophy for referral sources.

Alternative Site Care

Alternative site care refers to care in locations other than the
hospital.
Alternative sites include the home, treatment rooms/infusion suites in
physicians'
offices, nursing homes, subacute care centers and other non-hospital
settings.
During 1993, the Company began to provide its infusion services to
skilled nursing
facilities/geriatric nursing homes. In an effort to provide more
comprehensive
patient care and to capture additional revenues, skilled nursing
facilities have
begun to provide infusion therapies on-site by utilizing homecare
companies. These
referral sources prompted the development of the Company's new
clinical program,
ChroniCare, which addresses the wide array of chronic illnesses that
afflict the
geriatric patient. Although this represented a minimal percentage of
the Company's
business during 1994, management believes that with the aging
population and
increased life span, the Company's ChroniCare program will continue to
develop.
Durable Medical Equipment

In May, 1994, the Company acquired Advanced Care Associates, Inc. and
affiliates
(collectively "Advanced Care"), which sell and lease specialized
medical and
health care equipment based on a national sales network developed by
Advanced
Care. Advanced Care also provides diagnostic sleep study services.

Mail Order Prescriptions

In January, 1995, the Company began operations of a newly developed,
wholly owned
subsidiary called Mail Order Meds, Inc. ("MOM"). MOM specializes in
the mail order
distribution of HIV/AIDS pharmaceuticals, nutrition supplements,
vitamins,
herbals, educational books, and videos.

Reimbursement For Services

Over 95% of the Company's revenues are received from third-party
payors (insurance
companies or government agencies) with payment from the patient
comprising the
balance. In order to assure payment, the Company's reimbursement
specialists
verify the patient's insurance coverage as part of the patient intake
system. At
present, it is common for prices to be negotiated during the
verification process
for the services to be rendered. The Company's reimbursement
specialists continue
to monitor the patient's insurance coverage until discharge. Due to
the
catastrophic nature of the illnesses of the Company's patient
population, the
Company's reimbursement specialists continually monitor the lifetime
limits, the
availability of special state programs and other reimbursement related
issues. In
an effort by payors to control costs, verification and negotiation are
becoming
standard procedures on an industry wide basis.
The Offering

Common Stock issuable upon
  exercise of the Stock Options              418,250 shares

Common Stock outstanding prior
  to the offering                          8,443,065 shares

Common Stock to be outstanding     
  after the offering                       8,861,315 shares

NASDAQ/NMS Symbol                                      CARE
INVESTMENT CONSIDERATIONS

In evaluating the Company and this offering, prospective investors
should
carefully consider all of the information contained in this Prospectus
and
incorporated by reference, including the following factors:

     Government Regulations and Litigation. The Company's current
operations are
subject to licensing and other federal and state regulations. The
Company believes
that it is in substantial compliance with all required certificates
and licenses,
which are subject to periodic review and renewal. The Company's loss
of certain
licenses may adversely affect the Company.

     On September 30, 1994, a recently acquired subsidiary of the
Company
(Advanced Care Associates, Inc.) and the subsidiary's prior owners
were served
with a civil lawsuit by the U.S. Department of Justice alleging
improper Medicare
billing and reimbursement practices during periods prior to the
Company's
acquisition of the subsidiary. While the Company is currently in the
process of
settling with the Government and management believes that the outcome
of this
matter will not have a material adverse impact on the Company, there
can be no
assurance that the Company will not be materially adversely affected.

Competition. The home health care and infusion businesses are highly
competitive.
Some of the Company's competitors are national service providers, but
most are
regional or local in scope. Many of the Company's competitors and
potential
competitors are larger in size and possess significantly greater
financial
resources than the Company.

Reimbursement by Third-Party Payors. The Company is primarily
reimbursed for its
services by insurance companies or other third-party payors. The
Company typically
receives payment between 90 and 120 days after rendering an invoice,
although such
period can be longer. The size and nature of claims related to
services provided
by the Company result in a large number of such claims being reviewed
by third-
party payors prior to payment. Accordingly, the Company's cash flow
may at times
be insufficient to meet its accounts payable. The Company has been
required to
borrow funds to meet its ongoing obligations and may be required to do
so in the
future.
Insurance. The Company is subject to potential liability and therefore
carries
various insurance policies, including policies insuring against
certain negligent
acts. There can be no assurance that the Company's insurance policies
will
adequately meet its potential liabilities. Nor can it be assured that
the Company
will continue to qualify for, obtain or afford insurance coverage. See
"BUSINESS
- -- Insurance."

Shares Eligible for Future Sale and Registration Rights; Underwriter's
Warrants
and Redeemable Public Investor Warrants. As of August 1, 1995, the
Company had
8,443,065 shares of Common Stock outstanding. Of these shares,
approximately
5,494,000 have been registered or are otherwise tradable under the
1933 Act. The
Company has also granted various registration rights in connection
with certain
acquisitions. The remaining shares of outstanding Common Stock are
restricted from
current public sale under Rule 144 promulgated under the 1933 Act. Ann
T.
Mittasch, Gilda Schechter and Randolph J. Mittasch, three officers and
directors
of the Company, have agreed to sell no more than 350,000 of their
shares of Common
Stock until December 16, 1995.

As of August 1, 1995, there were also outstanding (i) the Warrants
exercisable to
purchase 250,439 shares of Common Stock and (ii) 418,250 options
granted pursuant
to the Company's stock option plans covered by this prospectus (each
option
exercisable to purchase one share of Common Stock at an average
exercise price of
approximately $2.50).

The possibility of future sales by existing stockholders under Rule
144, or
through the exercise of outstanding "piggyback" or demand registration
rights may
have a depressive effect on the market price of the Common Stock, and
such sales,
if substantial, might also adversely affect the Company's ability to
raise
additional capital. In addition, the exercise of the aforementioned
warrants and
options by the holders thereof could result in a dilution of the then
book value
of the Company's Common Stock. The aforementioned warrants and options
are likely
to be exercised at a time when the Company would be able to obtain
additional
capital on terms more favorable than those provided by such warrants.
Security Interest in Assets; Restrictions in Credit Facility. As of
August 1,
1995, the Company was obligated to Chase Manhattan Bank, N.A.
("Chase") for a
principal amount of $6,950,000 in the form of a three year revolving
line of
credit (the "Credit Facility") under which the Company at any time can
borrow up
to 70% of its eligible receivables, not to exceed $7,500,000. In
connection with
Credit Facility, the Company pledged all of its assets and all of its
subsidiaries
to Chase. If the Company were to default with respect to any of its
obligations
under the Credit Facility, Chase could foreclose on such pledged
assets, which
could adversely affect the Company. The Credit Facility also places
certain
restrictions or limitations on the Company's ability to incur
indebtedness,
dispose of significant assets and other matters.

No Dividends. The Company has not paid any dividends since inception
and does not
anticipate the payment of dividends in the foreseeable future.

PROCEEDS TO THE COMPANY

The Company will not receive any of the proceeds from sale of shares
of Common
Stock by any Selling Stockholders.

SELLING STOCKHOLDERS

The following table sets forth the number of shares of the Company's
Common Stock
beneficially owned (as defined in Rule 13d-3 promulgated under the
Exchange Act)
as of August 1, 1995 and as adjusted to reflect the sale of shares
offered hereby
by the Selling Stockholders. The table also includes all other persons
who may be
deemed to beneficially own the shares of Common Stock to be sold by
the Selling
Stockholders.

Except as otherwise provided herein, neither the Selling Stockholders
nor any of
their affiliates have maintained any position, office or other
material
relationship within the past three years with the Company or any of
the Company's
predecessors or affiliates.

         Owner Prior to         
         Public Offering                  Number
         Number of         Percentage of         of Shares
Name of Owner         Shares         Total Shares          To be Sold

Ann T. Mittasch (1)         1,297,000         15.14%         117,000
1 Hollow Lane
Lake Success, NY  11042
Gilda G. Schechter (2)         265,500         3.14%         5,500
Randolph J. Mittasch (3)         190,300         2.24%         47,500
John J. Lynch (4)         3,250         *         3,250
Pat Celli(5)         63,000         *         63,000
Anthony J. Esposito Jr. (6)         90,000         1.06%        
30,000
Dr. Alex Maurillo(7)         2,000         *         2,000
Richard Mittasch (8)         126,000         1.49%         21,000
Don Schaffer(8)         1,000         *         1,000
Benjamin Portnoy(8)         1,000         *         1,000
_________________
* Less Than 1% of Total Shares

         Owner After         
         Public Offering         
         Number of         Percentage of
Name of Owner         Shares         Total Shares

Ann T. Mittasch (1)         1,180,000         13.77%
1 Hollow Lane
Lake Success, NY  11042
Gilda G. Schechter (2)         260,000         3.07%
Randolph J. Mittasch (3)         142,800         1.68%
John J. Lynch (4)         -0-         -0-
Pat Celli(5)         -0-         -0-
Anthony J. Esposito Jr. (6)         60,000          *
Dr. Alex Maurillo(7)         -0-         -0-
Richard Mittasch (8)         105,000         1.24%
Don Schaffer(8)         -0-         -0-
Benjamin Portnoy(8)         -0-         -0-
_________________
* Less Than 1% of Total Shares

         Owner Prior to         
         Public Offering                  Number
         Number of         Percentage of         of Shares
Name of Owner         Shares         Total Shares          To be Sold

Susan Carr (8)         3,500         *         3,500
Marie D'Antuano(8)         12,000         *         12,000
Alan Kakan(8)         5,000         *         5,000
Roger Heintzelman(8)         5,000         *         5,000
Jennifer Davis(8)         2,500         *         2,500
Chris Mutkoski(8)         20,000         *         20,000
Valerie Incobucci(8)         10,000         *         10,000
Pamela Greenfield (8)         30,000         *         30,000
Joseph Baldi (8)         11,000         *         11,000
Lisa Miranda (8)         1,000         *         1,000
Rhoda Rubenstein(8)         1,000         *         1,000
Sandra Curando-Dien(8)         1,000         *         1,000
_________________
* Less Than 1% of Total Shares

         Owner After         
         Public Offering         
         Number of         Percentage of
Name of Owner         Shares         Total Shares

Susan Carr (8)         -0-         -0-
Marie D'Antuano(8)         -0-         -0-
Alan Kakan(8)         -0-         -0-
Roger Heintzelman(8)         -0-         -0-
Jennifer Davis(8)         -0-         -0-
Chris Mutkoski(8)         -0-         -0-
Valerie Incobucci(8)         -0-         -0-
Pamela Greenfield (8)         -0-         -0-
Joseph Baldi (8)         -0-         -0-
Lisa Miranda (8)         -0-         -0-
Rhoda Rubenstein(8)         -0-         -0-
Sandra Curando-Dien(8)         -0-         -0-
_________________
* Less Than 1% of Total Shares

         Owner Prior to         
         Public Offering                  Number
         Number of         Percentage of         of Shares
Name of Owner         Shares         Total Shares          To be Sold

Lori Alexander(8)         1,000         *         1,000
Sheri Lauch(8)         1,000         *         1,000
Kerri Lenox(8)         1,000         *         1,000
Brad Jones(8)         500         *         500
Jennifer Kalinowski(8)         1,000         *         1,000
Cindy Burtt (8)         500         *         500
Ed Auty(8)         500         *         500
Phil Bauer(8)         1,000         *         1,000
Janet Joyce(8)         2,500         *         2,500
Mike Amory(8)         1,000         *         1,000
Dennis Kochem(8)         500         *         500
_________________
* Less Than 1% of Total Shares

         Owner After         
         Public Offering         
         Number of         Percentage of
Name of Owner         Shares         Total Shares

Lori Alexander(8)         -0-         -0-
Sheri Lauch(8)         -0-         -0-
Kerri Lenox(8)         -0-         -0-
Brad Jones(8)         -0-         -0-
Jennifer Kalinowski(8)         -0-         -0-
Cindy Burtt (8)         -0-         -0-
Ed Auty(8)         -0-         -0-
Phil Bauer(8)         -0-         -0-
Janet Joyce(8)         -0-         -0-
Mike Amory(8)         -0-         -0-
Dennis Kochem(8)         -0-         -0-
_________________
* Less Than 1% of Total Shares

         Owner Prior to         
         Public Offering                  Number
         Number of         Percentage of         of Shares
Name of Owner         Shares         Total Shares          To be Sold

Becky Skymer(8)         2,500         *         2,500
Ellen Betley(8)         1,000         *         1,000
Leslie Chevine(8)         1,000         *         1,000
Patti Montague(8)         1,000         *         1,000
Bruce Matsen(8)         1,000         *         1,000
Marc LeBlanc(8)         1,000         *         1,000
Lorraine Franco(8)         1,000         *         1,000
Kim Toscano(8)         2,500         *         2,500
Dolores Wenger(8)         2,500         *         2,500
Violet Kinkela(8)         1,000         *         1,000

_________________         
* Less Than 1% of Total Shares         

         Owner After
         Public Offering
         Number of         Percentage of         
Name of Owner         Shares         Total Shares         

Becky Skymer(8)         -0-         -0-         
Ellen Betley(8)         -0-         -0-         
Leslie Chevine(8)         -0-         -0-         
Patti Montague(8)         -0-         -0-         
Bruce Matsen(8)         -0-         -0-         
Marc LeBlanc(8)         -0-         -0-         
Lorraine Franco(8)         -0-         -0-
Kim Toscano(8)         -0-         -0-
Dolores Wenger(8)         -0-         -0-
Violet Kinkela(8)         -0-         -0-

_________________
* Less Than 1% of Total Shares
(1)  Mrs. Mittasch, Chairman and President of the Company, directly
owns 900,000
shares of Common Stock for her own account and may be deemed to
beneficially own
an additional 280,000 shares of Common Stock subject to a ten year
voting trust
(the "Voting Trust") expiring February 27, 1999 of which she is the
sole voting
trustee with respect to the 140,000 shares of Common Stock directly
owned by
Randolph J. Mittasch and an additional 140,000 shares directly owned
by five other
persons. Mrs. Mittasch also holds options expiring February 27, 1999
to acquire
117,000 shares of Common Stock at an average exercise price of $4.36
per share.
Mrs. Mittasch disclaims beneficial ownership of 981,206 shares of
Common Stock
beneficially owned by the Company's Board of Directors.

(2)  Gilda G. Schechter is the Executive Vice President and director
of the
Company. The shares beneficially owned by Ms. Schechter include
260,000 shares
that she beneficially owns for her own account and options expiring
February 27,
1999 to acquire 5,500 shares of Common Stock at an average exercise
price of $5.13
per share. Mrs. Schechter disclaims beneficial ownership of 981,206
shares of
common stock beneficially owned by the Company's Board of Directors.

(3)  Randolph J. Mittasch, Secretary, Treasurer and a director of the
Company,
directly owns 142,800 shares of Common Stock, 140,000 of which are
subject to the
Voting Trust. The shares beneficially owned by Mr. Mittasch also
include options
expiring February 27, 1999 to acquire 47,500 shares of Common Stock at
an average
exercise price of $4.50. Randolph J. Mittasch disclaims beneficial
ownership of
any securities of the Company beneficially owned by Ann T. Mittasch,
except for
the 140,000 shares that he directly owns that are subject to the
Voting Trust. Mr.
Mittasch also disclaims beneficial ownership of 981,206 shares of
common stock
beneficially owned by the Company's Board of Directors.

(4)  The shares of Common Stock beneficially owned by John J. Lynch, a
director of
the Company, consist of options expiring February 27, 1999 to acquire
3,250 shares
of Common Stock at an average exercise price of $3.00. Mr. Lynch
disclaims
beneficial ownership of 981,206 shares of Common Stock beneficially
owned by the
Company's Board of Directors.

(5)  The shares of Common Stock beneficially owned by Pat H. Celli,
Chief
Financial Officer, Assistant Secretary and Assistant Treasurer of the
Company,
consist of options expiring February 27, 1999 to acquire 63,000 shares
of Common
Stock at an average exercise price of $4.64 per share.
(6)  Anthony J. Esposito, Jr. is Vice President of operations of
certain of the
Company's subsidiaries. Mr. Esposito directly owns 60,000 shares of
Common Stock
and has options to acquire 30,000 shares of Common Stock at a per
share exercise
price of $4.13.

(7)  The shares of Common Stock beneficially owned by Dr. Alex
Maurillo, a
director of the Company, consist of options to purchase 2,000 shares
of Common
Stock at an average exercise price of $ 3.38. Dr. Maurillo disclaims
beneficial
ownership of 981,206 shares of Common Stock owned by the Company's
Board of
Directors.

(8)  An employee of the Company or a subsidiary thereof, and an
affiliate of the
Company.
PLAN OF DISTRIBUTION

The Selling Stockholders intend to publicly sell their securities
offered hereby
on a continuous basis at the market -- that is, at the prevailing
price in the
over-the-counter market at the time of sale. It is anticipated that
underwriters
will not be used in connection with the shares of Common Stock to be
offered by
Selling Stockholders. The Company is not aware of any agreement,
arrangement or
understanding entered into by the Selling Stockholders with any other
broker-
dealers or the Company prior to the date of this Prospectus with
respect to its
securities of the Company covered by this Prospectus.

If the Selling Stockholders sell any of their securities offered
hereby through a
broker-dealer, it is anticipated that the broker-dealer shall only
receive its
customary and ordinary brokerage commission for the transaction.

Expenses of this Offering

All of the expenses of this offering, which are estimated at $10,000,
are payable
by the Company.

No Escrow Arrangements

There is no arrangement to have funds received by the Company placed
in any
escrow, trust or similar account or arrangement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents and information filed by the Company with the
Securities
and Exchange Commission are incorporated herein by reference:

  (a)  Annual Report on Form 10-K and Amendment No. 1 thereto on Form
10-K/A for
the fiscal year ended December 31, 1994.

  (b)  Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.
(c)  10-C dated March 6, 1995

  (d)  The description of the Company's Common Stock which is
contained in the
Company's Form 8-A dated June 7, 1989 as filed under Section 12 of the
Securities
Exchange Act of 1934, including any amendment or report filed for the
purpose of
updating such description.

All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior
to the termination of the offering of the shares of Common Stock
covered by this
Prospectus shall be deemed to be incorporated by reference in this
Prospectus and
to be a part hereof from the respective dates of filing of such
documents. Any
statement contained in a document incorporated or deemed to be
incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this
Prospectus to the extent that a statement contained herein or in any
other
subsequently filed document which also is or is deemed to be
incorporated by
reference herein or in any Prospectus Supplement modifies or
supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as
so modified or superseded, to constitute a part of this Prospectus.

TRANSFER AGENT

The transfer agent for the Common Stock is American Stock Transfer and
Trust
Company, 40 Wall Street, New York, New York  10005.

LEGAL MATTERS

Kaufman Goldstein Gartner & Taub, P.C., 342 Madison Avenue, New York,
New York 
10173 has acted as counsel for the Company in connection with this
prospectus.

MATERIAL CHANGES

The Company's Current Report on Form 8-K dated May 19, 1994 as filed
with the
Securities Exchange Commission which reports the acquisition by the
Company of
Advanced Care Associates, Inc. and affiliates is incorporated herein
by reference.
INDEMNIFICATION

The Company's certificate of incorporation provides that to the
fullest extent
permitted under the General Business Corporation Law ("GCL") of the
State of
Delaware, no director of the Company shall be liable to the Company or
its
stockholders for monetary damages for breach of fiduciary duty as a
director. The
Company's by-laws provide that the Company's officers and directors
will be
indemnified to the fullest extent permitted by GCL.

Section 145 of GCL contains various provisions entitling directors,
officers,
employees or agents of the Company to indemnification from judgments,
fines,
amounts paid in settlement and reasonable expenses, including
attorneys' fees, as
the result of an action or proceeding (whether civil, criminal,
administrative or
investigative) in which they may be involved by reason of being or
having been a
director, officer, employee or agent of the Company provided said
persons acted in
good faith and in a manner reasonably believed to be in or not opposed
to the best
interest of the Company (and, with respect to any criminal action or
proceedings,
had no reasonable cause to believe that the conduct complained of was
unlawful).

Insofar as indemnification for liabilities arising under the
Securities Act of
1933 may be permitted to directors, officers, or persons controlling
the Company
pursuant to the foregoing provisions, or otherwise, the Company has
been informed
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 Company of expenses incurred or paid by a director,
officer or
controlling person of the Company 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 Company 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 of 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.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant
certifies that it has reasonable grounds to believe that it meets all
of the
requirements for filing on Form S-8 and has duly caused this
Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly
authorized, in the City of Lake Success, State of New York, on August
1, 1995.

                                                         THE CARE
GROUP, INC.

                                                     By: /s/ Ann T.
Mittasch    
                                                        Ann T.
Mittasch, President
                                                         and Chairman

Pursuant to the requirements of the Securities Act of 1933, this
Registration
Statement has been signed below by the following persons in the
capacities and on
the dates indicated.

Date:         August 1, 1995                           /s/ Ann T.
Mittasch
                                                        Ann T.
Mittasch, Chairman
                                                        and President

Date:        August 1, 1995                          /s/ Gilda G.
Schechter
                                                     Gilda G.
Schechter, Executive
                                                     Vice President
and a Director

Date:       August 1, 1995                           /s/ Randolph J.
Mittasch
                                                  Randolph J.
Mittasch, Secretary,
                                                     Treasurer and
Director

Date:      August 1, 1995                            /s/ Pat H. Celli
                                                     Pat H. Celli,
                                                     Chief Financial
Officer,
                                                     Assistant
Secretary,
                                                     Assistant
Treasurer
                                                     (Principal
Financial and
                                                     Accounting
Officer)

Date:      August 1, 1995                            /s/ Dr. Alex
Maurillo
                                                     Dr. Alex
Maurillo, Director

Date:      August 1, 1995                             /s/ John L.
Lynch
                                                     John J. Lynch,
Director
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use in this Registration Statement on Form S-8 (the
"Registration Statement") of The Care Group, Inc. (the "Registrant"),
a Delaware
corporation, and to the Prospectus to be used in connection with the
Registration
Statement, of (i) our report dated March 22, 1994 on the consolidated
financial
statements of the Company for the years ended December, 1993 and
December, 1992
included in the Company's Annual Report on Form 10-K for the year
ended December
31, 1994 filed with the Securities and Exchange Commission and
incorporated into
the Registration Statement by reference, and (ii) our report on the
combined
financial statements of Advanced Care Associates, Inc. and affiliates
dated March
31, 1994, included in the Company's Current Report on Form 8-K dated
May 19, 1994,
which report is incorporated into the Registration Statement by
reference.

                                            /s/ Geschwind, Davidson &
Co.
                                                Geschwind, Davidson &
Co.

Baldwin, New York
August 1, 1995
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of The
Care Group, Inc. on Form S-8 of our report dated March 20, 1995,
appearing in the
Annual Report on Form 10-K of The Care Group, Inc. for the year ended
December 31,
1994.

/s/ Deloitte & Touche LLP

Jericho, New York
July 31, 1995