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


                                  FORM 10-QSB/A


(Mark  One)

  X     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ---    ACT  OF  1934

               For  the  quarterly  period  ended  June 30,  1999
                                                  -----------------

       TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF THE EXCHANGE ACT
 ---
               For  the  transition  period  from  ________  to  ________

               COMMISSIONS  FILE  NUMBER:  000-24807

                            CORECARE  SYSTEMS,  INC.
                            ------------------------
     (Name  of  small  business  issuer  as  specified  in  its  charter)

                Delaware                               23-2840367
           -------------------                        -------------
        (State of jurisdiction of                   (I.R.S. Employer
      incorporation or organization)               Identification  No.)

         c/o Kirkbride Center, 111 North 49th St., Phila., PA 19139
         ----------------------------------------------------------
                (Address  of  principal  executive  offices)

                               (215)  471-2600
                            ---------------------
                          (Issuer's Telephone Number)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Exchange  Act during the past 12 months (or 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
                                                                            ---

           As of July 1, 1999 the issuer had issued and outstanding
               15,765,232 shares, $.001 par value, of Common Stock


<PAGE>

                               CORECARE SYSTEMS, INC.
                                  FORM 10-QSB/A


                                TABLE OF CONTENTS
                                -----------------


PART  I  -  FINANCIAL  INFORMATION
                                                                            PAGE

Item  1:     Financial  Statements                                             2
Item  2:     Management's  Discussion
             and  Analysis  of  Financial  Condition
             and  Results  of  Operations                                    2-4

Item  3:     Quantitative  and  Qualitative
             Disclosures  About  Market  Risk                                  4



PART  II  -  OTHER  INFORMATION
                                                                            PAGE

Item  1:     Legal  Proceedings                                                4
Item  2:     Changes  in  Securities  and  Use  of  Proceeds                   4
Item  3:     Default  and  Senior  Securities                                  4
Item  4:     Submission of Matters to a Vote of Security Holders               5
Item  5:     Other  Information                                                5
Item  6:     Exhibits  and  Reports  on  Form  8-K                             5


                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------

     Consolidated  Balance  Sheet
     Three  months  ended
     June 30,  1999  and
     Fiscal  Year  Ended
     December  31,  1998                                                     8-9

     Consolidated Statement of Operations
     Three  months and Six Months ended
     June 30, 1999 and 1998                                                   10


     Consolidated Statement of Cash Flows                                     11
     For the Quarter and Year to Date ending
     June 30, 1999



                                        1
<PAGE>
ITEM  1.     FINANCIAL  STATEMENTS

     The  financial  statements can be found at the end of this report beginning
on  pages  7  through  11.


ITEM  2.     Management's  Discussion  and  Analysis
ITEM  1.     FINANCIAL  STATEMENTS

     CoreCare  Systems,  Inc.  (the  "Company")OTC-Bulletin  Board:  CRCS)  is a
regional behavioral health carenetwork operating in Eastern Pennsylvania,  which
performs behavioral therapy services and associated clinical research in central
nervous system drugs.  The Company's  headquarters  are located at c/o Kirkbride
Center, 111 North 49th Street,  Philadelphia,  PA 19139. Its telephone number at
its is (215)  471-2600.  The  executive  office  suite can be  reached  at (215)
471-2358.

     Management's  discussion  and  analysis  is  based  upon  the  unaudited
consolidated  financial  statements  of  the Company for the three month periods
ended  March  31, 1999 and 1998, and include the accounts of the Company and its
subsidiaries  after  elimination of any inter-company balances and transactions.


ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

RESULTS  OF  OPERATIONS:

     Revenue - Revenues  for the  three-months  and six months  ending  June 30,
1999, were $6,818,623 and $13,082,641,  respectively,  representing increases of
approximately 37% and 41% over total revenue for the comparable periods in 1998.
The material increases in total revenue compared with the prior year period, are
attributable to a number of factors, including the following:

     Net Patient Revenue -Net patient revenues of $5,525,032 and $11,617,398 for
the three  month  and six month  periods,  respectively,  increased  35% and 54%
versus the same  periods in 1998.  These  increases  were  primarily  due to the
following developments:

          (a) Drug and alcohol  unit  (licensed  for 63 beds) was opened for six
     months of operation at Kirkbride Center during 1999 and was not operational
     during the first quarter 1998;


          (b) Substantial  increases in patient days at the Kirkbride Center and
     Westmeade at Warwick in 1999 versus 1998;


                                        2
<PAGE>
          (c) New  programs at the  Kirkbride  Center  including  the  geriatric
     partial hospitalization;

          (d) Dual diagnosis  program at the Kirkbride  Center  expanded  during
     1998.

     Management Services Revenue  -Management  services revenue declined in both
the three  months and six months  periods  in 1999  compared  to 1998 due to the
expiration of a hospital management contract on June 30, 1998.

     Other  revenues of $431,690 for the quarter and $851,560 for the six months
included revenue from the Company's subsidiary Quantum Clinical Service Group in
1999 from clinical  research drug trials on behalf of  pharmaceutical  companies
which did not occur in the  comparable  periods  in 1998.  Additionally,  rental
income from tenant revenue rose in 1999 versus 1998.

     Operating  Expenses - Operating  expenses of $6,402,435 for the quarter and
$13,090,450  six  months  ended  June 30,  1999  increased  11% and 21% over the
comparable  periods in 1998.  Operating  expenses increased at a rate much lower
than the 37% and 41% increases in revenue for the quarter and six month periods.
Operating  expenses as a percentage of revenue declined to 93.9% from 115.1% for
the same  quarter a year ago.  The company  was able to achieve the  benefits of
operating leverage and i mproved operating efficiency.

     Salaries and Employees  Benefits-  Salaries and Employee Benefits increased
approximately  $890,000 or 26% during the second quarter 1999 as compared to the
second quarter 1998.  This increase is  attributable to the increase in services
being offered at the Kirkbride Center.  During 1999 the number of acute patients
was  greater  than 1998,  the drug and  alcohol  unit was  operational,  and the
outpatient  programs  have  increased.  These  additional  services  required an
increase  in  staffing  costs  along with  start-up  costs  associated  with the
clinical drug research and res tructuring  costs  associated  with the company's
re-engineering activities.


                                        3
<PAGE>
     Bad Debt Expense - Bad debt expense of $377,664 declined as a percentage of
revenue to 5.5% for the quarter as compared with 10.6% in 1998.

     Income from  Operations of $416,186 in the second  quarter  represented  an
increase of $1,171,000  compared to the loss of ($755,643).  Year to date Income
from  Operations  was  approximately  breakeven as losses from the first quarter
offset the income from the second  quarter,  yet Income from Operations was $1.5
million greater compared to the first half of 1998.

     Interest  Expense - Interest  expense  increased due to higher  outstanding
debt at June 30, 1999 versus 1998.

     Depreciation  and  Amortization  expense -  Depreciation  and  amortization
expense  declined by 53% for the  quarter and 42% year to date  compared to 1998
due to reduction in the amortization expense associated with the mortgage costs.

     Net Loss for the quarter declined to $(767,803) from  $(2,247,619) in 1998.
Year to date Net Loss of $(2,2428,054) declined 47% compared to 1998.



ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  AND  MARKET  RISK

                          Not  Applicable


PART II - OTHER INFORMATION


ITEM  1.     LEGAL  PROCEEDINGS

                          None


ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

                          None



ITEM  3.     DEFAULTS  ON  SENIOR  SECURITIES

                          None


                                        4
<PAGE>
ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

                          None


ITEM  5.     OTHER  INFORMATION

                          None


ITEM  6.     EXHIBITS  AND  REPORTS

            (a)     Exhibits.
                    --------

                    SEC
Exhibit             Reference
  No.               No.
-------             ---------
  27                Financial Data Schedule

            (b)     Reports  on  Form  8-K.
                    ----------------------
                    No new reports on Form 8-K were filed in the quarter ended
                    June 30, 1999.


                                        5
<PAGE>
SIGNATURES


          In  accordance  with the requirements of the Exchange Act of 1934, the
registrant  caused  this  report  to be signed on its behalf by the undersigned,
thereunto  duly  authorized.


Date:  January 14, 2000
       ----------------


                               CORECARE  SYSTEMS,  INC.







                               BY:  /S/  THOMAS T. FLEMING
                                  --------------------------------------
                                    THOMAS T. FLEMING
                                    CHAIRMAN AND CHIEF EXECUTIVE OFFICER


                                        6
<PAGE>
Notes  to  Financial  Statements

1.     Basis  of  presentation:

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  for Form  10-Q and  Article  10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three months ended June 30, 1999 are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
1999. The unaudited financial  statements should be read in conjunction with the
financial  statements and footnote  thereto  included in the Company's report on
Form 10K-SB for the year ended December 31, 1998.

2.     The  Business:

Corecare  Systems,  Inc.  through  its eight  operating  subsidiaries,  provides
management services to behavioral health service providers;  provides, owns, and
operates outpatient and inpatient behavioral health services;  provides clinical
trial services to the pharmaceutical industry; and develops billing software for
the health industry.

3.     Summary  of  significant  accounting  policies:

Principles  of  consolidation:
The June 30, 1999 and  December  31, 1998  financial  statements  of the Company
include accounts of Corecare Systems, Inc. and its wholly owned subsidiaries.


                                        7
<PAGE>

<TABLE>
<CAPTION>
CORECARE  SYSTEMS,  INC.
CONSOLIDATED  BALANCE  SHEET

                                  JUNE 30,  DECEMBER 31,
                                    1999       1998
                                  --------  ----------
<S>                               <C>       <C>

Current assets:
Cash & cash equivalents            419,209     115,242
   Accounts receivable           4,379,955   4,411,418
   Prepaid expenses                354,685     175,659
                               -----------  ----------
 Total current assets            5,153,849   4,702,319

 Contract rights                 1,288,919   1,288,919
   Less acc. amortization        1,117,645   1,023,619
                               -----------  ----------
                                   171,274     265,300

 Property & equipment,net       13,998,441  14,151,787

 Goodwill, net                   1,681,950   1,705,231

 Deferred finance costs,net        142,659     443,172

 Long-term investments:
 Real estate held for sale       1,073,847   1,100,000


 Other Assets:
 Deposits                           26,999      10,467
 Other                             404,531     816,651
                               -----------  ----------
Total Other Assets                 431,520     827,118

 Total Assets                   22,653,550  23,194,927
                               ===========  ==========
</TABLE>



                                        8
<PAGE>

<TABLE>
<CAPTION>
                                 JUNE 30,   DECEMBER 31,
                                   1999        1998
                              ------------  ------------
<S>                           <C>           <C>

Current liabilities:
Accounts payable                4,048,327     3,748,882
   Payrolls & related taxes     3,099,456     3,048,183
   Accrued expenses             3,267,326     1,851,026
   Due to Medicare              2,441,461     1,692,389
   HCFP Funding                 3,900,630     4,308,703
   Notes Pay. incl.
        current portion LTD    16,014,714    16,191,983
   Current portion on capital
        lease obligations          73,478        38,565
   Advances, officers           1,332,692     1,332,692
                              ------------  ------------
 Total current liabilities     34,178,084    32,212,423

 Long-term liabilities:
 Long-term debt,
     net of current portion     2,185,635     2,192,374
                              ------------  ------------
                                2,185,635     2,192,374

 Total liabilities             36,363,719    34,404,797

 Shareholders' equity
   Preferred Stock,                    17            17
 Common Stock,                     15,949        15,949
 Additional paid in capital    11,014,095    11,086,340
 Retained earnings            (24,740,230)  (22,312,176)
                              ------------  ----------
 Total stockholders' equity   (13,710,169)  (11,209,870)
                              ------------  ------------

 Total liabilities and
     stockholders' equity      22,653,550    23,194,927
                              ============  ============
                                        -             -
</TABLE>



                                        9
<PAGE>
<TABLE>
<CAPTION>
 CORECARE  SYSTEMS,  INC.
 CONSOLIDATED  STATEMENT  OF  OPERATIONS
 PERIODS  ENDING  JUNE 30, 1999 AND JUNE 30, 1998

                                 Three Months Ended          Six Months Ended
                              -------------------------  ------------------------
                                6/30/99       6/30/98      6/30/99      6/30/98
                              ------------  -----------  ------------  -----------
Revenue:
<S>                           <C>          <C>           <C>           <C>
   Net patient service          5,525,032    4,047,883   $11,617,398    7,566,026
   Management service             307,126      577,801       613,683    1,040,669
   Other                          431,860      334,861       851,560      694,192
                              ------------  -----------  ------------  -----------
                                6,818,623    4,992,315    13,082,641    9,300,889


 Operating Expenses:
 Salaries and benefits          4,277,990    3,125,658     8,504,916    6,208,950
 Purchased services               774,362            -     1,589,811            -
 Administrative expenses          972,419    2,092,319     1,948,638    3,609,792
 Bad debt expense                 377,664      529,981     1,047,085      964,593
                              ------------  -----------  ------------  -----------
 Total operating expenses       6,402,435    5,747,958    13,090,450   10,783,335

 Income from operations           416,188     (755,643)       (7,809)  (1,482,446)

 Other expenses:
 Interest expense                 786,683      731,473     1,634,071    1,360,252
 Impaired asset write down              -            -       369,380            -
 Depreciation & Amortiz.          397,308      760,503       786,174    1,285,660
                              ------------  -----------  ------------  -----------
 Total other expenses           1,183,991    1,491,976     2,420,245    3,015,292
                              ------------  -----------  ------------  -----------
 Net income(loss)                (767,803)  (2,247,619)   (2,428,054)  (4,497,738)
                               ===========  ===========  ============  ===========

average shares outstanding     15,753,792   15,186,404    15,733,845   14,675,861
 loss per share-basic               (0.05)       (0.15)        (0.15)       (0.31)
 loss per share-fully diluted       (0.05)       (0.15)        (0.15)       (0.31)
</TABLE>


                                       10
<PAGE>

<TABLE>
<CAPTION>
                              CORECARE SYSTEMS, INC.
                              ----------------------
                              CONSOLIDATED CASH FLOWS
                              -----------------------


FOR  THE  QUARTER  ENDED  JUNE  30,  1999

                                                   QUARTER ENDED    YEAR-TO-DATE
                                                   JUNE 30, 1999    JUNE 30, 1999
                                                  ---------------  ---------------
<S>                                               <C>              <C>

Cash flows from operating activities:
   Net Loss                                       $     (767,803)  $   (2,428,054)
   Non-cash adjustments to reconcile net loss to
    net cash provided by operating activities:
      Depreciation and amortization                      397,308          786,174
                                                  ---------------  ---------------
         Change before C/A & C/L changes                (370,495)      (1,641,880)

      Allowance for doubtful accounts                    107,665          729,744
(Increase) decrease in operating assets:
   Accounts receivable                                  (273,994)        (698,281)
   Other current assets                                  262,156         (179,026)
   Deposits                                                1,448          (16,532)
   Other assets                                           22,330          412,119
   Restricted cash                                             -                -
Increase (decrease) in operating liabilities:
   Accounts payable                                      745,881          299,445
   Accrued expenses                                      372,400        1,416,300
   Payroll and related taxes                            (238,766)          51,273
   Due to third party                                    440,382          749,072
                                                  ---------------  ---------------

Net cash proceeds from operating activities            1,069,007        1,122,234

Cash flows from investing activities:
   Increase in capitalized financing costs                     -                -
   Purchase of property and equipment                   (104,354)        (188,854)
   Disposal of assets                                          -                -
   Purchase of contract rights                                 -                -
                                                  ---------------  ---------------
Net cash used in investing activities                   (104,354)        (188,854)

Cash flows from financing activities:
   Proceeds from common stock issuance                         -                -
   Repayment of amounts due officers                           -                -
   Proceeds (Repayment) of notes                        (687,570)        (592,081)
   Repayment of lease obligations                              -           34,913
   Change in additional paid in capital                  (25,000)         (72,245)
   Proceeds from short and long term debt                      -                -
                                                  ---------------  ---------------

Net cash provided by financing activities               (712,570)        (629,413)

Net increase (decrease) in cash                          252,083          303,967

Cash, beginning of period                                167,126          115,242

Cash, end of period                               $      419,209   $      419,209
                                                  ===============  ===============
</TABLE>



                                       11
<PAGE>