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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                  Form 10-K/A
                               (AMENDMENT NO. 1)

(MARK ONE)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                  For the fiscal year ended December 31, 1996


                                       OR


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


         For the transition period from _____________ to ______________


                         Commission File Number 0-27212
                         

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


                      Delaware                             33-0618093
          (State or other jurisdiction of               (I.R.S. Employer
           incorporation or organization)              Identification No.)


  18 Technology Drive, Suite 134, Irvine, California         92618
      (Address of principal executive offices)             (Zip code)


   Registrant's telephone number, including area code:   (714) 450-1410


    Securities registered pursuant to Section 12(b) of the Act:  None


          Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.001 par value
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No 
                                              -----    -----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form-K.  [ ]

     The number of shares of the registrant's common stock outstanding as of
February 12, 1997 was 8,195,853.

     The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant was $32,783,875 (computed using the average bid
and asked prices quoted on the NASD Electronic Bulletin board on February 12,
1997).


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     This Amendment No. 1 to the Annual Report on Form 10-K is being filed to
amend certain information contained in the Annual Report on Form 10- K for the
fiscal year ended December 31, 1996 for Endocare, Inc., that was filed with the
Securities and Exchange Commission on February 21, 1997, to correct an
inadvertent error on the Report of Independent Auditors by KPMG Peat Marwick
LLP.

     Endocare, Inc. hereby amends the information contained on the Report of
Independent Auditors for KPMG Peat Marwick LLP contained under Item 14
(Exhibits, Financial Statements Schedules, and Reports on Form 8-K), contained
in Part IV of the Form 10-K for the fiscal year ended December 31, 1996, as set
forth below:


                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Shareholders
ENDOcare, Inc.:

We have audited the accompanying balance sheet of ENDOcare, Inc. (the Company)
as of December 31, 1996, and the related statements of operations, shareholders'
equity (deficiency), and cash flows for the year then ended. In connection with
our audit of the financial statements, we also have audited the financial
statement schedule as listed in the Index at Item 14(a).  These financial
statements and financial statement schedule are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ENDOcare, Inc.  as of December
31, 1996, and the results of its operations and its cash flows for the year
then ended, in conformity with generally accepted accounting principles.  Also
in our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

As discussed in note 2 to the financial statements, the Company adopted the
provisions of Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," as of January 1, 1996.


                                                         KPMG PEAT MARWICK LLP

Orange County, California
February 3, 1997
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                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
the report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        ENDOCARE, INC.


                                        By:  /s/ PAUL W. MIKUS 
                                        -----------------------------------
                                                 Paul W. Mikus
                                                 Chief Executive Officer, 
                                                 President, Chief Financial 
                                                 Officer and Treasurer

Dated:  March 3, 1997

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment No. 1 to the report has been signed below by the following
persons on behalf of the registrant and in the capacities indicated on March 3,
1997.


           Signature                                 Title
           ---------                                 ----- 
                                                                                
                                        Chief Executive Officer, President,     
   /s/ PAUL W. MIKUS                   Chief Financial Officer, and Treasurer   
------------------------------            (Principal Executive Officer and      
       Paul W. Mikus                Principal Financial and Accounting Officer) 



   /s/ PETER F. BERNARDONI                         Director
------------------------------
       Peter F. Bernardoni



   /s/ KEVIN MARINELLI                             Director
------------------------------
       Kevin Marinelli