UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT No. 1


         [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934 For the fiscal year ended December 31, 2001
                                       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 33-80127

                                  Dynacare Inc.
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             (Exact name of registrant as specified in its charter)

           Ontario, Canada                            98-0337653
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   (State or other jurisdiction of      (I.R.S Employer Identification No.)
    incorporation or organization)

          14900 Landmark Boulevard
                Dallas, Texas                                  75254
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  (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code  (972) 387-3200
                                                    --------------

Securities registered pursuant to section 12(b) of the Act:

         Title of each class         Name of each exchange on which registered:
                                           The Nasdaq National Market and
           Common Shares                     The Toronto Stock Exchange
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Securities registered pursuant to section 12(g) of the Act: None

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
or 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 10-K.

The aggregate market value of the voting common stock held by non-affiliates of
the registrant as of March 11, 2002 was $322.5 million (computed by reference to
the last sale price of common stock as reported on the NASDAQ on such date). As
of March 11, 2002, there were 19,311,421 shares of Dynacare Inc.'s common stock
outstanding.

Certain portions of the registrant's definitive proxy statement to be filed
pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection
with the 2002 annual meeting of shareholders of the registrant are incorporated
by reference into Part III of this Report.

<PAGE>

                                Explanatory Note

This amendment No. 1 to Item 14 of Dynacare Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2001 is being filed to correct a typographical
error in the Independent Auditors Report for Dynacare Inc.

                                 Signature Page

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

                                 Dynacare Inc.

                                 By: /s/ Zbig S. Biskup
                                     ------------------

                                     Zbig S. Biskup
                                     Executive Vice President,
                                     Chief Financial Officer and Secretary
                                     (Principal Financial Officer and Principal
                                     Accounting Officer)

Dated: March 27, 2002














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<PAGE>

REPORT OF INDEPENDENT AUDITORS


TO THE SHAREHOLDERS OF DYNACARE INC.

We have audited the consolidated statements of financial position of Dynacare
Inc. as at December 31, 2001 and 2000, and the consolidated statements of
operations, deficit and cash flows for each of the years in the three-year
period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards and United States generally accepted auditing standards. Those
standards require that we plan and perform an audit to obtain reasonable
assurance 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.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2001
and 2000, and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 2001, in accordance with
Canadian generally accepted accounting principles.


                                                           /s/ Ernst & Young LLP

Dallas, Texas
February 22, 2002











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