<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                 CORE, INC.
                -----------------------------------------------
             (Exact name of registrant as specified in its charter)

               Massachusetts                               04-2828817
           -----------------------                     ------------------
        (State or other jurisdiction                    (I.R.S. employer
      of incorporation or organization)             identification number)

            18881 Von Karman Avenue, Suite 1750, Irvine, CA  92715
       ----------------------------------------------------------------
          (Address of principal executive offices)         (Zip Code)

                 CORE, INC. 1991 STOCK OPTION PLAN, AS AMENDED
               CORE MANAGEMENT, INC. EMPLOYEE STOCK OPTION PLAN
                            AND OTHER STOCK OPTIONS
       ----------------------------------------------------------------
                           (Full title of the plans)

                             George C. Carpenter IV
               Chairman of the Board and Chief Executive Officer
                                   CORE, INC.
                      18881 Von Karman Avenue, Suite 1750
                            Irvine, California 92715
                    --------------------------------------
                    (Name and address of agent for service)

                                  (714) 442-2100
               -------------------------------------------------
         (Telephone number, including area code, of agent for service)
                                _______________

                          Copies of communications to:

                             Stephen M. Kane, Esq.
                      Rich, May, Bilodeau & Flaherty, P.C.
                             294 Washington Street
                          Boston, Massachusetts 02108
                                 (617) 482-1360
                                _______________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
                                          Proposed               
                                           maximum    Proposed   
                                          offering    maximum    
                              Amount to    price      aggregated      Amount of  
Title of Securities              be         per       offering      registration 
to be registered             registered   share (1)   price (1)           fee     
--------------------------------------------------------------------------------
<S>                          <C>          <C>        <C>           <C>
Common Stock, par                216,759  $0.11 to    $871,652.25        $264.14
value $0.10 per share                       $7.46
 
--------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) based on the price at which the options for the
     shares registered hereby may be exercised.

*THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING WITH
THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULES 456 AND 462
PROMULGATED UNDER THE SECURITIES ACT OF 1933.*

<PAGE>
 
                                    PART I

                      INFORMATION REQUIRED IN THE SECTION
                               10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Pursuant to Rule 428 promulgated under Section 10(a) of the Securities Act
of 1933, as amended, the following documents are incorporated herein by
reference and constitute a Prospectus meeting the requirements of Section 10(a)
of said Act:

     1.   CORE, INC. 1991 Stock Option Plan, as amended and restated.

     2.   CORE Management, Inc. Employee Stock Option Plan

     3.   Disclosure Document, dated October 1996
 
     This Registration Statement on Form S-8 covers 95,711 shares of the
Company's Common Stock issued or issuable under options assumed by the Company
in connection with its March 1995 merger involving Core Management, Inc.; and
118,100 shares of the Company's Common Stock issuable under options granted in
December 1993, March 1995, April 1995 to consultants of the Company and to
directors of the Company (who have subsequently resigned); and 2948 shares of
the Company's Common Stock issuable under options granted in December 1995 to
employees.

                                      -2-
<PAGE>
 
                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

(a)  The Company's latest annual report filed pursuant to Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     and the latest prospectus filed by the Company pursuant to Rule 424(b)
     under the Securities Act of 1933, as amended (the "Securities Act"), that
     contains audited financial statements for the Company's latest fiscal year
     for which such statements have been filed;

(b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the registrant document
     referred to in (a) above; and

(c)  The description of the Company's Common Stock, par value $0.10, contained
     in the Company's Registration Statement filed under Section 12 of the
     Exchange Act, including any amendment or report filed for the purpose of
     updating such description.

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement on Form S-8 which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The Company's Common Stock, par value $0.10 per share, is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the securities offered hereby will be passed upon for the
Company by Rich, May, Bilodeau & Flaherty, P.C., 294 Washington Street, Boston,
Massachusetts 02108.  Neither Rich, May, Bilodeau & Flaherty, P.C. nor any
member of such firm had, or is to receive in connection with the offering, a
substantial interest, direct or indirect, in the Company or its subsidiary.
Stephen M. Kane, Esq., a member of such firm, is the Assistant Clerk of the
Company.

                                      -3-
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Articles of Organization, as amended, contain provisions
limiting the liability of directors to the fullest extent permitted by
Massachusetts law as currently or hereinafter in effect.  Massachusetts law
currently permits the elimination of personal liability of a director for
monetary damages for breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability, except for (i) breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unauthorized distributions to stockholders or loans to
insiders, or (iv) any transaction from which the director derived an improper
personal benefit.

     The Company's Articles of Organization also provide for the indemnification
of officers and directors of the Company, to the extent legally permissible,
against all liabilities and expenses (including judgments, fines, penalties and
attorneys' fees and, under certain circumstances, all amounts paid in compromise
and settlement) reasonably incurred by such officer or director in connection
with any action, suit or proceeding in which any such director or officer is a
defendant or with which he or she may be threatened or otherwise involved, by
reason of his or her being or having been a director or officer of the Company,
except in relation to matters as to which such director or officer shall be
finally adjudged, other than by consent, in such action, suit or proceeding not
to have acted in the best interests of the corporation.

     The Company has entered into separate indemnification agreements with each
of its directors and executive officers providing for indemnification of such
persons to the extent permitted by law.

     Additionally, the Company has purchased a directors and officers insurance
policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     The options of Company Common Stock referred to in this Registration
Statement on Form S-8 were not registered under the Securities Act, in reliance
on the exemption set forth in Section 4(2) of the Securities Act for
transactions by an issuer not involving any public offering.  Such options are
subject to option agreements which include provisions stating that the optionee
must comply with applicable federal and state securities laws in connection with
the resale of any shares of Company Common Stock received upon exercise of the
option.

                                      -4-
<PAGE>
 
ITEM 8.  EXHIBITS.

     4.1  Restated Articles of Organization of the Company, dated November 22,
          1991, as further amended by Articles of Amendment, dated March 24,
          1995, and as further amended by Articles of Amendment, dated July 28,
          1995, filed as Exhibit 3.1 to the Company's Quarterly Report on Form
          10-Q, filed November 14, 1995, and incorporated herein by reference.

     4.2  By-Laws of the Company, as amended, filed as Exhibit 3.2 to the
          Company's Annual Report on Form 10-K, filed March 30, 1993, and
          incorporated herein by reference.

     4.3  Specimen of the Company's Common Stock Certificate, filed as Exhibit
          4.1 to the Company's Annual Report on Form 10-K, filed April 1, 1996,
          and incorporated herein by reference.

    *4.3  Amended and Restated CORE, INC. 1991 Stock Option Plan.

     4.4  Core Management, Inc. Employee Stock Option Plan.  Filed as exhibit
          no. 10.65 to the Company's Registration Statement on Form S-4
          (Registration No. 33-73906), filed January 10, 1994, and incorporated
          herein by reference.

     4.5  Form of Stock Option Agreement for 4,875 shares, granted March 24,
          1995 to non-employee directors, including schedule of optionees.
          Filed as Exhibit No. 10.3 to Registrant's Quarterly Report on Form 10-
          Q, filed November 14, 1995, and incorporated herein by reference.

     4.6  Form of Stock Option Agreement, granted April 27, 1995, for consulting
          and other services, including schedule of optionees.  Filed as Exhibit
          No. 10.5 to Registrant's Quarterly Report on Form 10-Q filed November
          14, 1995, and incorporated herein by reference.

     4.7  Amended and Restated Stock Option Agreement, dated as of December 29,
          1993, between the Registrant and Cheryl L. Clarkson.  Filed as exhibit
          no. 10.46 to Company's Annual Report on Form 10-K, filed March 31,
          1994 and incorporated herein by reference.

    *4.8  Form of Stock Option Agreement granted December 8, 1995, for services
          rendered, including schedule of optionees.

    *5.1  Opinion of Rich, May, Bilodeau & Flaherty, P.C.

   *23.1  Consent of Ernst & Young LLP.

   *23.2  Consent of Rich, May, Bilodeau & Flaherty, P.C. (contained in the
          opinion filed as Exhibit 5.1 hereto).
___________________
*filed herewith

                                      -5-
<PAGE>
 
ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant 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 this Registration Statement or any material
          change to such information in this Registration Statement;

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      -6-
<PAGE>
 
                                   SIGNATURES

     The Registrant.  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 Irvine, California, on this 21st day of October,
1996.


                               CORE, INC.

                            By:/s/George C. Carpenter IV
                              ----------------------------------
                               George C. Carpenter IV
                               Chairman of the Board and
                               Chief Executive Officer

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


/s/ George C. Carpenter IV      Chairman of the Board of        October 21, 1996
------------------------------  Directors and Chief Executive
George C. Carpenter IV          Officer


/s/William E. Nixon             Chief Financial Officer,        October 21, 1996
------------------------------  Treasurer, and Executive
William E. Nixon                Vice President          

      


/s/ Craig C. Horton             President and Director          October 21, 1996
------------------------------                                              
Craig C. Horton


/s/ Leslie Alexandre            Director                        October 21, 1996
------------------------------
Leslie Alexandre


/s/ Stephen C. Caulfield        Director                        October 21, 1996
------------------------------
Stephen C. Caulfield


/s/ Richard H. Egdahl, M.D.     Director                        October 21, 1996
-----------------------------                                     
Richard H. Egdahl, M.D.


/s/ John Pappajohn              Director                        October 21, 1996
-----------------------------                                                  
John Pappajohn


                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17456}]
{"company-data": {"conformed-name": "CORE INC", "cik": "0000880238", "assigned-sic": "6411", "irs-number": "042828817", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15261", "film-number": "96651486"}, "business-address": {"street1": "18881 VON KARMAN AVE", "street2": "STE 1750", "city": "IRVINE", "state": "CA", "zip": "92715", "phone": "6173226400"}, "mail-address": {"street1": "18881 VON KARMAN AVE", "street2": "SUITE 1750", "city": "IRVINE", "state": "CA", "zip": "92715"}, "former-company": {"former-conformed-name": "PEER REVIEW ANALYSIS INC", "date-changed": "19930328"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                 CORE, INC.
                -----------------------------------------------
             (Exact name of registrant as specified in its charter)

               Massachusetts                               04-2828817
           -----------------------                     ------------------
        (State or other jurisdiction                    (I.R.S. employer
      of incorporation or organization)             identification number)

            18881 Von Karman Avenue, Suite 1750, Irvine, CA  92715
       ----------------------------------------------------------------
          (Address of principal executive offices)         (Zip Code)

                 CORE, INC. 1991 STOCK OPTION PLAN, AS AMENDED
               CORE MANAGEMENT, INC. EMPLOYEE STOCK OPTION PLAN
                            AND OTHER STOCK OPTIONS
       ----------------------------------------------------------------
                           (Full title of the plans)

                             George C. Carpenter IV
               Chairman of the Board and Chief Executive Officer
                                   CORE, INC.
                      18881 Von Karman Avenue, Suite 1750
                            Irvine, California 92715
                    --------------------------------------
                    (Name and address of agent for service)

                                  (714) 442-2100
               -------------------------------------------------
         (Telephone number, including area code, of agent for service)
                                _______________

                          Copies of communications to:

                             Stephen M. Kane, Esq.
                      Rich, May, Bilodeau & Flaherty, P.C.
                             294 Washington Street
                          Boston, Massachusetts 02108
                                 (617) 482-1360
                                _______________

                        CALCULATION OF REGISTRATION FEE
Proposed               
                                           maximum    Proposed   
                                          offering    maximum    
                              Amount to    price      aggregated      Amount of  
Title of Securities              be         per       offering      registration 
to be registered             registered   share (1)   price (1)           fee     
--------------------------------------------------------------------------------
Common Stock, par                216,759  $0.11 to    $871,652.25        $264.14
value $0.10 per share                       $7.46
 
--------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) based on the price at which the options for the
     shares registered hereby may be exercised.

*THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING WITH
THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULES 456 AND 462
PROMULGATED UNDER THE SECURITIES ACT OF 1933.*
PART I

                      INFORMATION REQUIRED IN THE SECTION
                               10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Pursuant to Rule 428 promulgated under Section 10(a) of the Securities Act
of 1933, as amended, the following documents are incorporated herein by
reference and constitute a Prospectus meeting the requirements of Section 10(a)
of said Act:

     1.   CORE, INC. 1991 Stock Option Plan, as amended and restated.

     2.   CORE Management, Inc. Employee Stock Option Plan

     3.   Disclosure Document, dated October 1996
 
     This Registration Statement on Form S-8 covers 95,711 shares of the
Company's Common Stock issued or issuable under options assumed by the Company
in connection with its March 1995 merger involving Core Management, Inc.; and
118,100 shares of the Company's Common Stock issuable under options granted in
December 1993, March 1995, April 1995 to consultants of the Company and to
directors of the Company (who have subsequently resigned); and 2948 shares of
the Company's Common Stock issuable under options granted in December 1995 to
employees.

                                      -2-
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

(a)  The Company's latest annual report filed pursuant to Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     and the latest prospectus filed by the Company pursuant to Rule 424(b)
     under the Securities Act of 1933, as amended (the "Securities Act"), that
     contains audited financial statements for the Company's latest fiscal year
     for which such statements have been filed;

(b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the registrant document
     referred to in (a) above; and

(c)  The description of the Company's Common Stock, par value $0.10, contained
     in the Company's Registration Statement filed under Section 12 of the
     Exchange Act, including any amendment or report filed for the purpose of
     updating such description.

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement on Form S-8 which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The Company's Common Stock, par value $0.10 per share, is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the securities offered hereby will be passed upon for the
Company by Rich, May, Bilodeau & Flaherty, P.C., 294 Washington Street, Boston,
Massachusetts 02108.  Neither Rich, May, Bilodeau & Flaherty, P.C. nor any
member of such firm had, or is to receive in connection with the offering, a
substantial interest, direct or indirect, in the Company or its subsidiary.
Stephen M. Kane, Esq., a member of such firm, is the Assistant Clerk of the
Company.

                                      -3-
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Articles of Organization, as amended, contain provisions
limiting the liability of directors to the fullest extent permitted by
Massachusetts law as currently or hereinafter in effect.  Massachusetts law
currently permits the elimination of personal liability of a director for
monetary damages for breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability, except for (i) breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unauthorized distributions to stockholders or loans to
insiders, or (iv) any transaction from which the director derived an improper
personal benefit.

     The Company's Articles of Organization also provide for the indemnification
of officers and directors of the Company, to the extent legally permissible,
against all liabilities and expenses (including judgments, fines, penalties and
attorneys' fees and, under certain circumstances, all amounts paid in compromise
and settlement) reasonably incurred by such officer or director in connection
with any action, suit or proceeding in which any such director or officer is a
defendant or with which he or she may be threatened or otherwise involved, by
reason of his or her being or having been a director or officer of the Company,
except in relation to matters as to which such director or officer shall be
finally adjudged, other than by consent, in such action, suit or proceeding not
to have acted in the best interests of the corporation.

     The Company has entered into separate indemnification agreements with each
of its directors and executive officers providing for indemnification of such
persons to the extent permitted by law.

     Additionally, the Company has purchased a directors and officers insurance
policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     The options of Company Common Stock referred to in this Registration
Statement on Form S-8 were not registered under the Securities Act, in reliance
on the exemption set forth in Section 4(2) of the Securities Act for
transactions by an issuer not involving any public offering.  Such options are
subject to option agreements which include provisions stating that the optionee
must comply with applicable federal and state securities laws in connection with
the resale of any shares of Company Common Stock received upon exercise of the
option.

                                      -4-
ITEM 8.  EXHIBITS.

     4.1  Restated Articles of Organization of the Company, dated November 22,
          1991, as further amended by Articles of Amendment, dated March 24,
          1995, and as further amended by Articles of Amendment, dated July 28,
          1995, filed as Exhibit 3.1 to the Company's Quarterly Report on Form
          10-Q, filed November 14, 1995, and incorporated herein by reference.

     4.2  By-Laws of the Company, as amended, filed as Exhibit 3.2 to the
          Company's Annual Report on Form 10-K, filed March 30, 1993, and
          incorporated herein by reference.

     4.3  Specimen of the Company's Common Stock Certificate, filed as Exhibit
          4.1 to the Company's Annual Report on Form 10-K, filed April 1, 1996,
          and incorporated herein by reference.

    *4.3  Amended and Restated CORE, INC. 1991 Stock Option Plan.

     4.4  Core Management, Inc. Employee Stock Option Plan.  Filed as exhibit
          no. 10.65 to the Company's Registration Statement on Form S-4
          (Registration No. 33-73906), filed January 10, 1994, and incorporated
          herein by reference.

     4.5  Form of Stock Option Agreement for 4,875 shares, granted March 24,
          1995 to non-employee directors, including schedule of optionees.
          Filed as Exhibit No. 10.3 to Registrant's Quarterly Report on Form 10-
          Q, filed November 14, 1995, and incorporated herein by reference.

     4.6  Form of Stock Option Agreement, granted April 27, 1995, for consulting
          and other services, including schedule of optionees.  Filed as Exhibit
          No. 10.5 to Registrant's Quarterly Report on Form 10-Q filed November
          14, 1995, and incorporated herein by reference.

     4.7  Amended and Restated Stock Option Agreement, dated as of December 29,
          1993, between the Registrant and Cheryl L. Clarkson.  Filed as exhibit
          no. 10.46 to Company's Annual Report on Form 10-K, filed March 31,
          1994 and incorporated herein by reference.

    *4.8  Form of Stock Option Agreement granted December 8, 1995, for services
          rendered, including schedule of optionees.

    *5.1  Opinion of Rich, May, Bilodeau & Flaherty, P.C.

   *23.1  Consent of Ernst & Young LLP.

   *23.2  Consent of Rich, May, Bilodeau & Flaherty, P.C. (contained in the
          opinion filed as Exhibit 5.1 hereto).
___________________
*filed herewith

                                      -5-
ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant 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 this Registration Statement or any material
          change to such information in this Registration Statement;

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      -6-
SIGNATURES

     The Registrant.  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 Irvine, California, on this 21st day of October,
1996.

                               CORE, INC.

                            By:/s/George C. Carpenter IV
                              ----------------------------------
                               George C. Carpenter IV
                               Chairman of the Board and
                               Chief Executive Officer

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

/s/ George C. Carpenter IV      Chairman of the Board of        October 21, 1996
------------------------------  Directors and Chief Executive
George C. Carpenter IV          Officer

/s/William E. Nixon             Chief Financial Officer,        October 21, 1996
------------------------------  Treasurer, and Executive
William E. Nixon                Vice President          

      

/s/ Craig C. Horton             President and Director          October 21, 1996
------------------------------                                              
Craig C. Horton

/s/ Leslie Alexandre            Director                        October 21, 1996
------------------------------
Leslie Alexandre

/s/ Stephen C. Caulfield        Director                        October 21, 1996
------------------------------
Stephen C. Caulfield

/s/ Richard H. Egdahl, M.D.     Director                        October 21, 1996
-----------------------------                                     
Richard H. Egdahl, M.D.

/s/ John Pappajohn              Director                        October 21, 1996
-----------------------------                                                  
John Pappajohn

                                      -7-