UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                            _________________________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


          Date of Report (Date of earliest event reported) May 23, 2005


                             Continucare Corporation
             (Exact name of registrant as specified in its Charter)


                  Florida                                       1-12115
       (State of other jurisdiction or                  (Commission File Number)
        incorporation or organization)


                7200 Corporate Center Drive, Suite 600
                            Miami, Florida                      33126
               (Address of principal executive offices)      (Zip Code)

                                   59-2716023
                        (IRS Employer Identification No.)


                                 (305) 500-2000
              (Registrant's telephone number, including area code)


Check the appropriate box if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 14a-12)

[]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 14d-2(b))

[]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 13e-4(c))



Item 2.02   Results of Operations and Financial Condition
            ---------------------------------------------

     On May 23, 2005, Continucare Corporation issued a press release announcing
its financial results for the quarter and nine-months ended March 31, 2005, as
well as certain information regarding its restated financial statements for the
quarters ended June 30, September 30 and December 31, 2004. The press release is
attached hereto as Exhibit 99.01 and is incorporated herein by reference.

Item 9.01   Financial Statements, Pro Forma Financial Information and Exhibits
            ------------------------------------------------------------------

(c)  Exhibits

     99.01    Press Release of Continucare Corporation dated May 23, 2005

     The information in this Current Report on Form 8-K, including Exhibit 99.01
hereto, is furnished pursuant to Item 2.01 and shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act.


                                   SIGNATURES


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


                               CONTINUCARE CORPORATION


                               /s/ Fernando L. Fernandez
                               -------------------------------------------------
                               Fernando L. Fernandez
                               Senior Vice President - Finance, Chief Financial
                               Officer, Treasurer & Secretary


Dated:   May 23, 2005


                                  EXHIBIT INDEX


Description                                                          Exhibit No.
-----------                                                          -----------

Press release, dated May 23, 2005, announcing Continucare Corporation's    99.01
financial results for the quarter and nine-months ended March 31, 2005