<PAGE>

               As filed with the Securities and Exchange Commission
                              on February ____, 1996
                               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 
         THE CARE GROUP, INC. - 1995 Stock Option Plan
     Employment Agreement dated May 15, 1989, by and between
   Anthony J. Esposito, Jr. and The Care Group of New York, Inc.
                           (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, 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 three Registration 
Statements on Form S-8:  Registration No. 33-47102, Registration No. 33-78782 
and 33-61569.

                                      -1-



<PAGE>

                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                           Proposed         Proposed
                                            Maximum          Maximum
Title of                Amount             Offering        Aggregate
Securities to            to be            Price Per         Offering                Amount of
be Registered       Registered (1)            Share            Price         Registration Fee
                               (2)
_____________________________________________________________________________________________
<S.                  <C>                    <C>               <C>                <C>
Common Stock,       60,000                 $1.84 (3)       $110,400                    $38.07
par value
$.001 per share
_____________________________________________________________________________________________

Common Stock,      282,750                 $2.75 (4)    $777,562.50                  $268.13
par value
$.001 per share
_____________________________________________________________________________________________

TOTAL:            342,750                              $877,962.50                   $306.20

</TABLE>


(1)  Includes (i) 60,000 shares of Common Stock issued to an employee of the 
Company pursuant to a written employment agreement, and (ii) a total of 282,750 
shares of Common Stock issuable upon the exercise of a total of 282,750 shares 
granted pursuant to the Company's 1993 Stock Option Plan. 

(2)  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 282,750 stock options.

(3)  Computed solely for the purpose of calculating the registration fee 
pursuant to paragraph (c) of Rule 457 under the Securities Act of 1933, as 
amended.  The registration fee is calculated upon the basis of the average of 
the high and low prices of the Common Stock of The Care Group, Inc. reported in 
the consolidated NASDAQ system on February 7, 1996.

(4)  Computed solely for the purpose of cof Lake Success, State of New York, on 
February 7, 1996.

                                      -2-



<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 and    Not Applicable
        Counsel

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

Item 7.  Exemption from Registration      Not Applicable
         Claimed

Item 8.  Exhibits                         Item 8. -- Exhibits

Item 9.  Undertakings                     Item 9. -- Undertakings

                                      -3-



<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)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1995

     (d)  Quarterly Report on Form 10-Q for the quarter ended September 30, 
1995

     (e)  10-C dated March 6, 1995

     (f)  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

                                      -4-



<PAGE>

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.


































                                      -5-



<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

                                      -6-



<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.


                                      -7-



<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).

           (c)  1995 Stock Option Plan.

           (d)  Employment Agreement between The Care Group of New 
                York, Inc. and Anthony J. Esposito, Jr.

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


      24  (a)  Consent of Deloitte & Touche LLP, certified public accountants.
          (b)  Consent of Holtz Rubenstein & Co., LLP, certified public
               accountants, successor firm to Geschwind, Davidson & Co, 
               certified public accountants.
         (c)  Consent of Kaufman Goldstein & Gartner, 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;

                                      -8-



<PAGE>

             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.

                                      -9-



<PAGE>

                               RESALE PROSPECTUS

       761,000 SHARES OF COMMON STOCK TO BE SOLD BY SELLING STOCKHOLDERS.

                            THE CARE GROUP, INC.

  This Prospectus relates to the offering of 701,000 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, 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"), the Company's 1993 Stock Option Plan (the "1993 Plan"), or 
the Company's 1995 Stock Option Plan (the "1995 Plan") (the 1990 Plan, the 1991 
Plan, the 1993 Plan, and the 1995 Plan are collectively referred to as the 
"Plans" and sometimes individually as a "Plan").  

  This prospectus also relates to the sale by an individual selling stockholder 
(Anthony J. Esposito, Jr.) of 60,000 shares of Common Stock that were issued to 
him by the Company pursuant to a written employment agreement.

  All selling stockholders referred to in the prior two paragraphs are 
hereinafter collectively referred to as the "Selling Stockholders" and 
individually as a "Selling Stockholder".

  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 public sale of 
shares of Common Stock by any Selling Stockholders (although the Company will 
receive proceeds pursuant to the exercise by Selling Stockholders of stock 
options under the Plans).  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 February 7, 1996, the closing bid price for the Common Stock 
was $1-15/16.
_____________________________________________________________________________

                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 February      , 1996




<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




<PAGE>

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).

                            __________________________

                                      -2-



<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                             20

Indemnification                              20


                                      -3-



<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  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

                                      -4-



<PAGE>

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.


                                      -5-



<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.  

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, books on a tape and videos.


                                      -6-



<PAGE>


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.

















                                      -7-



<PAGE>


                                   The Offering

Total Number of shares of Common Stock
included in this offering                      761,000 shares


Common Stock outstanding prior
to the offering                              8,420,385 shares

Common Stock to be outstanding
after the offering                           9,121,385 shares

NASDAQ/NMS Symbol                                        CARE




















                                      -8-



<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.  

  In September 1994, the Company's then recently acquired subsidiary, 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.  The Company has been engaged in settlement 
discussions with the U.S. Department of Justice and believes that the final 
settlement will be entered into within the next one to three months, although 
there can be no assurance.  While 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.

  In October, 1994, the Company also filed a lawsuit against the former owners 
of Advanced Care Associates, Inc. seeking rescission of their employment 
agreements and monetary damages.  While the Company believes that this matter 
will be resolved favorably for the Company, there can be no assurance.

  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.


                                      -9-



<PAGE>


  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, and the third-party payors may 
attempt to deny reimbursement of certain claims.  Accordingly,  because these 
factors may delay payments to the Company for its services, 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.

  Shares Eligible for Future Sale and Registration Rights; Underwriter's 
Warrants and Redeemable Public Investor Warrants.  As of January 22, 1996, the 
Company had 8,420,385 shares of Common Stock outstanding.  Of these shares, 
approximately 7,045,668 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.

  As of January 22, 1996, there were also outstanding (i) Underwriter Warrants 
exercisable to purchase 194,597 shares of Common Stock at a per share exercise 
price of $4.58 and (ii) 701,000 options granted pursuant to the Company's stock 
option plans (each option exercisable to purchase one share of Common Stock at 
an average exercise price of approximately $3.00).  

  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


                                      -10-



<PAGE>

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 January 
22, 1996, the Company was obligated to Chase Manhattan Bank, N.A. ("Chase") for 
a principal amount of $6,600,000 in the form of a revolving line of credit (the 
"Credit Facility") expiring November  1998 under which the Company at any time 
can borrow up to 70% of its eligible receivables, not to exceed $12,000,000.  
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 the public sale of 
shares of Common Stock by any Selling Stockholders (although the Company will 
receive proceeds pursuant to the exercise by Selling Stockholders of their 
stock options granted under the Plans).

                              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 January 22, 1996, 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


                                      -11-



<PAGE>

within the past three years with the Company or any of the Company's 
predecessors or affiliates.  

  The shares to be sold by all Selling Stockholders, except for Mr. Anthony J. 
Esposito, Jr., consist of shares of Common Stock issuable upon exercise of 
employee stock options.  The shares to be sold by Mr. Esposito include 60,000 
shares of Common Stock issued to him pursuant to an employment agreement and 
30,000 shares of Common Stock issuable upon exercise of stock options.



[Table on next page]




















                                      -12-



<PAGE>


<PAGE>

<TABLE>
<CAPTION>

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

<S>                        <C>             <C>              <C>              <C>            <C>
Ann T. Mittasch (1)     1,470,200            18.87%         292,000     1,178,200           13.50%
1 Hollow Lane
Lake Success,
 NY  11042

Gilda G.
 Schechter (2)           265,500             3.15%           5,500        260,000           3.09%

Randolph J.
 Mittasch (3)            252,500             2.96%          97,500        155,000           1.82%

John J. Lynch (4)          3,250                *            3,250            -0-             -0-

Pat Celli (5)            116,000             1.36%         113,000         -3,000-             *

Anthony J. Esposito
 Jr. (6)                  90,000             1.07%          90,000            -0-              *

Dr. Alex Maurillo(7)       2,000                *            2,000            -0-            -0-

Richard Mittasch (8)     133,000             1.58%          21,000        112,000          1.33%

Don Schaffer(8)            1,000                *            1,000            -0-            -0-

Benjamin Portnoy(8)        1,000                *            1,000            -0-            -0-

</TABLE>
_________________
* Less Than 1% of Total Shares


                                      -13-


<PAGE>


<TABLE>
<CAPTION>

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

<S>                        <C>             <C>              <C>              <C>            <C>
Susan Carr (8)             3,500              *               3,500          -0-             -0-

Marie D'Antuano(8)        12,000              *              12,000          -0-             -0-

Alan Kakan(8)              5,000              *               5,000          -0-             -0-

Roger Heintzelman(8)       5,000              *               5,000          -0-             -0-

Jennifer Davis(8)          2,500              *               2,500          -0-             -0-

Chris Mutkoski(8)         20,000              *              20,000          -0-             -0-

Valerie Incobucci(8)      10,000              *              10,000          -0-             -0-

Pamela Greenfield (8)     30,000              *              30,000          -0-             -0-

Joseph Baldi (8)          11,000              *              11,000          -0-             -0-

Lisa Miranda (8)           1,000              *               1,000          -0-             -0-

Rhoda Rubenstein(8)        1,000              *               1,000          -0-             -0-

Sandra Curando-Dien(8)     1,000              *               1,000          -0-             -0-
</TABLE>
_________________

* Less Than 1% of Total Shares

                                      -14-


<PAGE>

<TABLE>
<CAPTION>

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

<S>                        <C>             <C>              <C>              <C>            <C>

Lori Alexander(8)          1,000            *                1,000           -0-             -0-

Sheri Lauch(8)             1,000            *                1,000           -0-             -0-

Kerri Lenox(8)             1,000            *                1,000           -0-             -0-

Brad Jones(8)                500            *                  500           -0-             -0-

Jennifer
 Kalinowski(8)             1,000            *                1,000           -0-             -0-

Cindy Burtt (8)              500            *                  500           -0-             -0-

Ed Auty(8)                   500            *                  500           -0-             -0-

Phil Bauer(8)              1,000            *                1,000           -0-             -0-

Janet Joyce(8)             2,500            *                2,500           -0-             -0-

Mike Amory(8)              1,000            *                1,000           -0-             -0-

Dennis Kochem(8)             500            *                  500           -0-             -0-
</TABLE>
_________________
* Less Than 1% of Total Shares

                                      -15-


<PAGE>


<TABLE>
<CAPTION>

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

<S>                        <C>             <C>              <C>              <C>            <C>

Becky Skymer(8)            2,500              *              2,500          -0-             -0-

Ellen Betley(8)            1,000              *              1,000          -0-             -0-

Leslie Chevine(8)          1,000              *              1,000          -0-             -0-

Patti Montague(8)          1,000              *              1,000          -0-             -0-

Bruce Matsen(8)            1,000              *              1,000          -0-             -0-

Marc LeBlanc(8)            1,000              *              1,000          -0-             -0-

Lorraine Franco(8)         1,000              *              1,000          -0-             -0-

Kim Toscano(8)             3,500              *              3,500          -0-             -0-

Dolores Wenger(8)          3,500              *              3,500          -0-             -0-

Violet Kinkela(8)          2,000              *              2,000          -0-             -0-

Jim Hennig(8)              2,500              *              2,500          -0-             -0-

Peter Berger(8)              750              *                750          -0-             -0-

Leda Sternberg             1,500              *              1,500          -0-             -0-
</TABLE>
________________
* Less Than 1% of Total Shares

                                      -16-



<PAGE>


(1)  Mrs. Mittasch, Chairman and President of the Company, directly owns
     933,200 shares of Common Stock for her own account and may be deemed to
     beneficially own an additional 245,000 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
     105,000 shares directly owned by one other person.  Mrs. Mittasch also
     holds options expiring February 27, 1999 to acquire 292,000 shares of
     Common Stock at an average exercise price of $2.79 per share.

(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.

(3)  Randolph J. Mittasch, Secretary, Treasurer and a director of the Company,
     directly owns 155,000 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 97,500 shares of
     Common Stock at an average exercise price of $2.77.  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.

(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.

(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 3,000 shares of stock directly owned by Pat H. Celli,
     and options expiring February 27, 1999 to acquire 113,000 shares of Common
     Stock at an average exercise price of $2.74 per share.

(6)  Anthony J. Esposito, Jr. has been Vice President of operations of certain
     of the Company's subsidiaries for more than the past five years; Mr.
     Esposito has announced his intention to resign from the Company during
     February, 1996.  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.  All 90,000 shares of Common Stock beneficially
     owned by Mr. Esposito are covered by this prospectus.

(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

                                      -17-



<PAGE>


     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.



























                                      -18-



<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.

                                      -19-



<PAGE>


  (c)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

  (d)  Quarterly Report on Form 10-Q for the quarter ended September 30, 1995.

  (e)  10-C dated March 6, 1995

  (f)  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.


                                      -20-



<PAGE>


                                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

                                      -21-



<PAGE>

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.



















                                      -22-



<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 February 7, 
1996.
                                            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:      February 7, 1996                    /s/ Ann T. Mittasch
                                               Ann T. Mittasch, Chairman
                                               and President


Date:     February 7, 1996                     /s/ Gilda G. Schechter
                                               Gilda G. Schechter, Executive 
                                               Vice President and a Director


Date:     February 7, 1996                    /s/ Randolph J. Mittasch
                                              Randolph J. Mittasch, Secretary, 
                                              Treasurer and Director


Date:     February 7, 1996                    /s/ Pat H. Celli
                                              Pat H. Celli, Chief Financial
                                              Officer,  Assistant Secretary,
                                              Assistant Treasurer (Principal
                                              Financial and Accounting Officer)


Date:    February 7, 1996                    /s/ Dr. Alex Maurillo
                                             Dr. Alex Maurillo, Director


Date:   February 7, 1996                    /s/ John L. Lynch
                                            John J. Lynch, Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 59342}]
{"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": "333-00849", "film-number": "96515258"}, "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"}}
As filed with the Securities and Exchange Commission
                              on February ____, 1996
                               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 
         THE CARE GROUP, INC. - 1995 Stock Option Plan
     Employment Agreement dated May 15, 1989, by and between
   Anthony J. Esposito, Jr. and The Care Group of New York, Inc.
                           (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, 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 three Registration 
Statements on Form S-8:  Registration No. 33-47102, Registration No. 33-78782 
and 33-61569.

                                      -1-
CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                                            Maximum          Maximum
Title of                Amount             Offering        Aggregate
Securities to            to be            Price Per         Offering                Amount of
be Registered       Registered (1)            Share            Price         Registration Fee
                               (2)
_____________________________________________________________________________________________
Common Stock,       60,000                 $1.84 (3)       $110,400                    $38.07
par value
$.001 per share
_____________________________________________________________________________________________

Common Stock,      282,750                 $2.75 (4)    $777,562.50                  $268.13
par value
$.001 per share
_____________________________________________________________________________________________

TOTAL:            342,750                              $877,962.50                   $306.20
(1)  Includes (i) 60,000 shares of Common Stock issued to an employee of the 
Company pursuant to a written employment agreement, and (ii) a total of 282,750 
shares of Common Stock issuable upon the exercise of a total of 282,750 shares 
granted pursuant to the Company's 1993 Stock Option Plan. 

(2)  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 282,750 stock options.

(3)  Computed solely for the purpose of calculating the registration fee 
pursuant to paragraph (c) of Rule 457 under the Securities Act of 1933, as 
amended.  The registration fee is calculated upon the basis of the average of 
the high and low prices of the Common Stock of The Care Group, Inc. reported in 
the consolidated NASDAQ system on February 7, 1996.

(4)  Computed solely for the purpose of cof Lake Success, State of New York, on 
February 7, 1996.

                                      -2-
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 and    Not Applicable
        Counsel

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

Item 7.  Exemption from Registration      Not Applicable
         Claimed

Item 8.  Exhibits                         Item 8. -- Exhibits

Item 9.  Undertakings                     Item 9. -- Undertakings

                                      -3-
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)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1995

     (d)  Quarterly Report on Form 10-Q for the quarter ended September 30, 
1995

     (e)  10-C dated March 6, 1995

     (f)  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

                                      -4-
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.

                                      -5-
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

                                      -6-
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.

                                      -7-
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).

           (c)  1995 Stock Option Plan.

           (d)  Employment Agreement between The Care Group of New 
                York, Inc. and Anthony J. Esposito, Jr.

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

      24  (a)  Consent of Deloitte & Touche LLP, certified public accountants.
          (b)  Consent of Holtz Rubenstein & Co., LLP, certified public
               accountants, successor firm to Geschwind, Davidson & Co, 
               certified public accountants.
         (c)  Consent of Kaufman Goldstein & Gartner, 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;

                                      -8-
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.

                                      -9-
RESALE PROSPECTUS

       761,000 SHARES OF COMMON STOCK TO BE SOLD BY SELLING STOCKHOLDERS.

                            THE CARE GROUP, INC.

  This Prospectus relates to the offering of 701,000 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, 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"), the Company's 1993 Stock Option Plan (the "1993 Plan"), or 
the Company's 1995 Stock Option Plan (the "1995 Plan") (the 1990 Plan, the 1991 
Plan, the 1993 Plan, and the 1995 Plan are collectively referred to as the 
"Plans" and sometimes individually as a "Plan").  

  This prospectus also relates to the sale by an individual selling stockholder 
(Anthony J. Esposito, Jr.) of 60,000 shares of Common Stock that were issued to 
him by the Company pursuant to a written employment agreement.

  All selling stockholders referred to in the prior two paragraphs are 
hereinafter collectively referred to as the "Selling Stockholders" and 
individually as a "Selling Stockholder".

  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 public sale of 
shares of Common Stock by any Selling Stockholders (although the Company will 
receive proceeds pursuant to the exercise by Selling Stockholders of stock 
options under the Plans).  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 February 7, 1996, the closing bid price for the Common Stock 
was $1-15/16.
_____________________________________________________________________________

                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 February      , 1996
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).

                            __________________________

                                      -2-
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                             20

Indemnification                              20

                                      -3-
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  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

                                      -4-
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.

                                      -5-
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.  

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, books on a tape and videos.

                                      -6-
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.

                                      -7-
The Offering

Total Number of shares of Common Stock
included in this offering                      761,000 shares

Common Stock outstanding prior
to the offering                              8,420,385 shares

Common Stock to be outstanding
after the offering                           9,121,385 shares

NASDAQ/NMS Symbol                                        CARE

                                      -8-
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.  

  In September 1994, the Company's then recently acquired subsidiary, 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.  The Company has been engaged in settlement 
discussions with the U.S. Department of Justice and believes that the final 
settlement will be entered into within the next one to three months, although 
there can be no assurance.  While 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.

  In October, 1994, the Company also filed a lawsuit against the former owners 
of Advanced Care Associates, Inc. seeking rescission of their employment 
agreements and monetary damages.  While the Company believes that this matter 
will be resolved favorably for the Company, there can be no assurance.

  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.

                                      -9-
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, and the third-party payors may 
attempt to deny reimbursement of certain claims.  Accordingly,  because these 
factors may delay payments to the Company for its services, 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.

  Shares Eligible for Future Sale and Registration Rights; Underwriter's 
Warrants and Redeemable Public Investor Warrants.  As of January 22, 1996, the 
Company had 8,420,385 shares of Common Stock outstanding.  Of these shares, 
approximately 7,045,668 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.

  As of January 22, 1996, there were also outstanding (i) Underwriter Warrants 
exercisable to purchase 194,597 shares of Common Stock at a per share exercise 
price of $4.58 and (ii) 701,000 options granted pursuant to the Company's stock 
option plans (each option exercisable to purchase one share of Common Stock at 
an average exercise price of approximately $3.00).  

  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

                                      -10-
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 January 
22, 1996, the Company was obligated to Chase Manhattan Bank, N.A. ("Chase") for 
a principal amount of $6,600,000 in the form of a revolving line of credit (the 
"Credit Facility") expiring November  1998 under which the Company at any time 
can borrow up to 70% of its eligible receivables, not to exceed $12,000,000.  
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 the public sale of 
shares of Common Stock by any Selling Stockholders (although the Company will 
receive proceeds pursuant to the exercise by Selling Stockholders of their 
stock options granted under the Plans).

                              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 January 22, 1996, 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

                                      -11-
within the past three years with the Company or any of the Company's 
predecessors or affiliates.  

  The shares to be sold by all Selling Stockholders, except for Mr. Anthony J. 
Esposito, Jr., consist of shares of Common Stock issuable upon exercise of 
employee stock options.  The shares to be sold by Mr. Esposito include 60,000 
shares of Common Stock issued to him pursuant to an employment agreement and 
30,000 shares of Common Stock issuable upon exercise of stock options.

[Table on next page]

                                      -12-
Owner Prior to                                 Owner After
                               Public Offering               Number          Public Offering
                        Number of      Percentage of      of Shares     Number of     Percentage of
Name of Owner              Shares       Total Shares     To be Sold        Shares      Total Shares
Ann T. Mittasch (1)     1,470,200            18.87%         292,000     1,178,200           13.50%
1 Hollow Lane
Lake Success,
 NY  11042

Gilda G.
 Schechter (2)           265,500             3.15%           5,500        260,000           3.09%

Randolph J.
 Mittasch (3)            252,500             2.96%          97,500        155,000           1.82%

John J. Lynch (4)          3,250                *            3,250            -0-             -0-

Pat Celli (5)            116,000             1.36%         113,000         -3,000-             *

Anthony J. Esposito
 Jr. (6)                  90,000             1.07%          90,000            -0-              *

Dr. Alex Maurillo(7)       2,000                *            2,000            -0-            -0-

Richard Mittasch (8)     133,000             1.58%          21,000        112,000          1.33%

Don Schaffer(8)            1,000                *            1,000            -0-            -0-

Benjamin Portnoy(8)        1,000                *            1,000            -0-            -0-
_________________
* Less Than 1% of Total Shares

                                      -13-
Owner Prior to                                 Owner After
                               Public Offering               Number          Public Offering
                        Number of      Percentage of      of Shares     Number of     Percentage of
Name of Owner              Shares       Total Shares     To be Sold        Shares      Total Shares
Susan Carr (8)             3,500              *               3,500          -0-             -0-

Marie D'Antuano(8)        12,000              *              12,000          -0-             -0-

Alan Kakan(8)              5,000              *               5,000          -0-             -0-

Roger Heintzelman(8)       5,000              *               5,000          -0-             -0-

Jennifer Davis(8)          2,500              *               2,500          -0-             -0-

Chris Mutkoski(8)         20,000              *              20,000          -0-             -0-

Valerie Incobucci(8)      10,000              *              10,000          -0-             -0-

Pamela Greenfield (8)     30,000              *              30,000          -0-             -0-

Joseph Baldi (8)          11,000              *              11,000          -0-             -0-

Lisa Miranda (8)           1,000              *               1,000          -0-             -0-

Rhoda Rubenstein(8)        1,000              *               1,000          -0-             -0-

Sandra Curando-Dien(8)     1,000              *               1,000          -0-             -0-
_________________

* Less Than 1% of Total Shares

                                      -14-
Owner Prior to                                 Owner After
                               Public Offering               Number          Public Offering
                        Number of      Percentage of      of Shares     Number of     Percentage of
Name of Owner              Shares       Total Shares     To be Sold        Shares      Total Shares
Lori Alexander(8)          1,000            *                1,000           -0-             -0-

Sheri Lauch(8)             1,000            *                1,000           -0-             -0-

Kerri Lenox(8)             1,000            *                1,000           -0-             -0-

Brad Jones(8)                500            *                  500           -0-             -0-

Jennifer
 Kalinowski(8)             1,000            *                1,000           -0-             -0-

Cindy Burtt (8)              500            *                  500           -0-             -0-

Ed Auty(8)                   500            *                  500           -0-             -0-

Phil Bauer(8)              1,000            *                1,000           -0-             -0-

Janet Joyce(8)             2,500            *                2,500           -0-             -0-

Mike Amory(8)              1,000            *                1,000           -0-             -0-

Dennis Kochem(8)             500            *                  500           -0-             -0-
_________________
* Less Than 1% of Total Shares

                                      -15-
Owner Prior to                                 Owner After
                               Public Offering               Number          Public Offering
                        Number of      Percentage of      of Shares     Number of     Percentage of
Name of Owner              Shares       Total Shares     To be Sold        Shares      Total Shares
Becky Skymer(8)            2,500              *              2,500          -0-             -0-

Ellen Betley(8)            1,000              *              1,000          -0-             -0-

Leslie Chevine(8)          1,000              *              1,000          -0-             -0-

Patti Montague(8)          1,000              *              1,000          -0-             -0-

Bruce Matsen(8)            1,000              *              1,000          -0-             -0-

Marc LeBlanc(8)            1,000              *              1,000          -0-             -0-

Lorraine Franco(8)         1,000              *              1,000          -0-             -0-

Kim Toscano(8)             3,500              *              3,500          -0-             -0-

Dolores Wenger(8)          3,500              *              3,500          -0-             -0-

Violet Kinkela(8)          2,000              *              2,000          -0-             -0-

Jim Hennig(8)              2,500              *              2,500          -0-             -0-

Peter Berger(8)              750              *                750          -0-             -0-

Leda Sternberg             1,500              *              1,500          -0-             -0-
________________
* Less Than 1% of Total Shares

                                      -16-
(1)  Mrs. Mittasch, Chairman and President of the Company, directly owns
     933,200 shares of Common Stock for her own account and may be deemed to
     beneficially own an additional 245,000 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
     105,000 shares directly owned by one other person.  Mrs. Mittasch also
     holds options expiring February 27, 1999 to acquire 292,000 shares of
     Common Stock at an average exercise price of $2.79 per share.

(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.

(3)  Randolph J. Mittasch, Secretary, Treasurer and a director of the Company,
     directly owns 155,000 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 97,500 shares of
     Common Stock at an average exercise price of $2.77.  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.

(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.

(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 3,000 shares of stock directly owned by Pat H. Celli,
     and options expiring February 27, 1999 to acquire 113,000 shares of Common
     Stock at an average exercise price of $2.74 per share.

(6)  Anthony J. Esposito, Jr. has been Vice President of operations of certain
     of the Company's subsidiaries for more than the past five years; Mr.
     Esposito has announced his intention to resign from the Company during
     February, 1996.  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.  All 90,000 shares of Common Stock beneficially
     owned by Mr. Esposito are covered by this prospectus.

(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

                                      -17-
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.

                                      -18-
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.

                                      -19-
(c)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

  (d)  Quarterly Report on Form 10-Q for the quarter ended September 30, 1995.

  (e)  10-C dated March 6, 1995

  (f)  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.

                                      -20-
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

                                      -21-
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.

                                      -22-
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 February 7, 
1996.
                                            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:      February 7, 1996                    /s/ Ann T. Mittasch
                                               Ann T. Mittasch, Chairman
                                               and President

Date:     February 7, 1996                     /s/ Gilda G. Schechter
                                               Gilda G. Schechter, Executive 
                                               Vice President and a Director

Date:     February 7, 1996                    /s/ Randolph J. Mittasch
                                              Randolph J. Mittasch, Secretary, 
                                              Treasurer and Director

Date:     February 7, 1996                    /s/ Pat H. Celli
                                              Pat H. Celli, Chief Financial
                                              Officer,  Assistant Secretary,
                                              Assistant Treasurer (Principal
                                              Financial and Accounting Officer)

Date:    February 7, 1996                    /s/ Dr. Alex Maurillo
                                             Dr. Alex Maurillo, Director

Date:   February 7, 1996                    /s/ John L. Lynch
                                            John J. Lynch, Director