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  September 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  No  x

           As  of  October  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                                     5
Item  2:     Changes  in  Securities  and  Use  of  Proceeds        5
Item  3:     Default  and  Senior  Securities                       5
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                  6


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

     Consolidated  Balance  Sheet
     As of September 30,  1999  and
     Fiscal  Year  Ended
     December  31,  1998                                         9-10

     Consolidated Statement of Operations
     Three  months and Nine Months ended
     September 30, 1999 and 1998                                   11


     Consolidated Statement of Cash Flows
        For the Quarter and Year to Date ending
September 30, 1999                                        12



                                        1
<PAGE>
PART  I  -  FINANCIAL  INFORMATION


ITEM  1.     FINANCIAL  STATEMENTS


     The  financial  statements can be found at the end of this report beginning
on  pages  9  through  11.

     CoreCare Systems, Inc. (the"Company")OTC Bulletin Board: CRCS)is a regional
behavioral  healthcare  network  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 nine month periods
ended  September  30, 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  nine  months ending
September  30, 1999, were $6,922,879 and $20,005,520, respectively, representing
increases  of  approximately  35%  and 39% 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  $6,357,327  and
$17,974,725  for the three month and nine month periods, respectively, increased
50%  and  52%  versus the same periods in 1998. These increases  were  primarily
due  to  the  following  developments:

          (a)  Drug  and alcohol unit (licensed for 83 beds) was opened for nine
months  of  operation  at  Kirkbride  Center during 1999 and was not operational
during  the  first  quarter  1998;  The  capacity of this unit was also expanded
at  the  start  of  the  quarter  by  25%.


                                        2
<PAGE>
          (b)  Substantial increases in patient  days  at  the  Kirkbride Center
and  Westmeade  at  Warwick  in  1999  versus  1998;

(c)     New  programs  at  the  Kirkbride  Center
including  the  geriatric  partial  hospitalization  and  intensive  outpatient
programs  at  several  geriatric  facilities;

          (d)  Revenues  of  Quantum  Clinical Services Group of $86,255 for the
quarter  which  did  not  exist  in  the  same  period  in  1998.


         Management  Services  Revenue  -Management  services  revenue  declined
in  both  the three months and nine months periods in 1999 compared to 1998  due
to  the  expiration  of  a hospital management contract  on  June  30,  1998 and
the  discontinuation  of  certain  unprofitable  physician  billing  contracts.


        Other  revenues of  $366,346 for the quarter and $1,217,906 for the nine
months  included  increasing  revenue  from  the  Company's  subsidiary  Quantum
Clinical  Service  Group  in  1999  from  clinical  research  drug  trials  on
behalf  of  pharmaceutical  companies  and clinical research organizations which
did  not  occur  in  the  comparable  periods  in  1998.

        Operating  Expenses  -  Operating expenses of $6,394,587 for the quarter
and  $19,485,037 nine months ended September 30, 1999 increased 11% and 18% over
the comparable periods in 1998.  Operating expenses increased  at  a  rate  much
lower  than  the 35% and 39% increases in revenue for the quarter and nine month
periods.  Operating  expenses as  a percentage of revenue declined to 92.4% from
112.6%  for  the same quarter  a  year ago.  The company was able to achieve the
benefits  of  operating  leverage  and  improved  operating  efficiency.

        Salaries  and  Employees  Benefits-  Salaries  and  Employee  Benefits
increased  approximately  $1,240,000  or  39%  during  the third quarter 1999 as
compared  to  the  third  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  restructuring costs associated
with the company's re-engineering  activities.  Because of gains in productivity
and  volume,  the  growth  in  patient revenue exceeded the growth in salary and
benefits  by  26%  for  the  quarter.


                                        3
<PAGE>
          Bad  Debt  Expense  -  Bad  debt  expense  of  $415,597  declined as a
percentage  of  revenue  to 6.0% for the quarter as compared with 11.0% in 1998.

     Income  from  Operations  of  $528,292  in the third quarter represented an
improvement  of  $1,172,000  compared  to  the  loss of ($644,132). Year to date
Income  from  Operations  was  $520,000 for 1999 compared to a year to date loss
from  operations  of ($2,127,000).  This is an improvement of $2,627,000 for the
nine  month  period.

          Interest  Expense  -  Interest  expense  for  the  nine months of 1999
increased  by $325,000 from 1998, due  to  higher  outstanding debt at September
30,  1999  versus  1998.

          Depreciation  and Amortization expense - Depreciation and amortization
expense  declined  by  67% for the quarter and 50% year to date compared to 1998
due  to  reduction  in  the  amortization  expense  associated with the mortgage
costs.

          During  the  quarter, a one acre parcel of undeveloped ground from the
Kirkbride  property was sold for $500,000.  This resulted in a gain of $348,000.
The Company still has a four acre parcel of ground that it is actively trying to
sell.

          Also  during  the  quarter  the company made the strategic decision to
sell  the  physician  practice  management business due to the need to focus the
company's  resources  and capital on its major asset, Kirkbride Center.  Without
some  investment of resources, management believes that CoreCare Management Inc.
could  not  effectively  compete  in  a  cost-competitive  environment  for  new
contracts.  The sale of the company occurred by line of service.  The anesthesia
services  line  was sold on September 28, 1999, to the Physician Billing Network
for  a  percentage of collections on the outstanding anesthesia contracts and on
on-going  revenues  from specified contracts for 22 months.  The company expects
such  collections to offset related borrowing on those accounts receivable.  The
radiation  service  line  is  in  the final stages of negotiation as well.  As a
result  of  this  sale  the  company  will incur a loss on the sale of assets of
$165,000.

     The sale of this line of business is not expected to have a material effect
on the Company's operation.  This business accounted for approximately 4% of the
Company's  revenue  and was an unprofitable line of business due to the overhead
required  in  relation  to  the  sales  volume.

          These  two  transactions  added  a  combined $182,000 of profit to the
quarter.  There  were  no  comparable  transactions  in  1998.


                                        4
<PAGE>
          Net  Loss  for the quarter declined to $(368,829) from $(2,205,964) in
1998.  Year  to  date Net Loss of $(2,796,883) declined 58.3% compared to 1998's
loss  of  ($6,703,702).



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


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

                None


ITEM  5.  OTHER  INFORMATION

          During  the  last  quarter, the SEC de-listed the company, however the
company  has  complied  with all of the SEC's outstanding issues and believes it
will  be  re-enlisted  shortly.



                                        5
<PAGE>
ITEM  6.  EXHIBITS  AND  REPORTS

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

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


           (b)  Reports  on  Form  8-K.
                    ----------------------

                    A  report  on form 8-K was filed during the quarter.  A copy
of  the  report  is  attached  as an exhibit.  The report covered the following:

          1.     Appointment of a new audit firm - BDO Seidman, LLP.  There were
no  disagreements  with  the  previous  audit  firm.


          2.     The  revision  of  previously  filed 10QSB reports covering the
third  quarter  1998  and  the  first  quarter 1999 to correct certain financial
information.


          3.     The  revision of the previously filed 10KSB for the year ending
December  31,  1998  to  correct  certain  financial  information  including the
restated  1998  audit.


          4.     The  appointment  of  a  new  CFO  -  Mr.  Brad  Barry


          5.     Sale  of  the  1  acre  parcel  of  land


                                        6
<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



                                        7
<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  September  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/A  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  and  provides  physician  billing  services.

3.     Summary  of  significant  accounting  policies:

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


                                        8
<PAGE>
<TABLE>
<CAPTION>
CORECARE SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET

                             September 30,  DECEMBER 31,
                                  1999         1998
                             -------------  ------------
<S>                          <C>            <C>
Current assets:
Cash & cash equivalents            243,436       115,242
   Accounts receivable           5,060,053     4,411,418
   Prepaid expenses                258,546       175,659
                             -------------  ------------
 Total current assets            5,562,035     4,702,319

 Contract rights                 1,288,919     1,288,919
   Less acc. amortization        1,164,658     1,023,619
                             -------------  ------------
                                   124,261       265,300

 Property & equipment,net       13,806,886    14,151,787

 Goodwill, net                   1,475,584     1,705,231

 Deferred finance costs,net        115,634       443,172

 Long-term investments:
 Real estate held for sale       1,060,770     1,100,000


 Other Assets:
 Deposits                           33,214        10,467
 Other                             522,132       816,651
                             -------------  ------------
   Total Other Assets              555,346       827,118

 Total Assets                   22,700,516    23,194,927
                             =============  ============
</TABLE>


                                        9
<PAGE>
<TABLE>
<CAPTION>
                               September 30,  DECEMBER 31,
                                   1999         1998
                               ------------  ------------
<S>                            <C>            <C>

Current liabilities:
   Accounts payable              4,201,571     3,748,882
   Payrolls & related taxes      3,147,234     3,048,183
   Accrued expenses              3,360,096     1,851,026
   Due to Medicare               2,389,158     1,692,389
   Receivable Funding            2,497,158     4,308,703
   Notes Pay. incl.
        current portion LTD     17,500,026    16,191,983
   Current portion on capital
        lease obligations          166,945        38,565
   Advances, officers            1,328,341     1,332,692
                               ------------  ------------
 Total current liabilities      34,590,529    32,212,423

 Long-term liabilities:
 Long-term debt,
     net of current portion      2,190,801     2,192,374
                               ------------  ------------
                                 2,190,801     2,192,374

 Total liabilities              36,781,330    34,404,797

 Shareholders' equity
   Preferred Stock,                     17            17
 Common Stock,                      15,949        15,949
 Additional paid in capital     11,012,279    11,086,340
 Retained earnings             (25,109,059)  (22,312,176)
                               ------------  ------------
 Total stockholders' equity    (14,080,814)  (11,209,870)
                               ------------  ------------

 Total liabilities and
     stockholders' equity       22,700,516   23,194,927
                               ============  ===========
</TABLE>


                                       10
<PAGE>
<TABLE>
<CAPTION>
 CORECARE  SYSTEMS,  INC.
 CONSOLIDATED  STATEMENT  OF  OPERATIONS
 PERIODS  ENDING  JUNE  30,  1999  AND  JUNE  30,  1998

                                   THREE  MONTHS  ENDED       NINE  MONTHS  ENDED
                                -------------------------  -------------------------
                                    9/30/99      9/30/98       9/30/99      9/30/98
                                ------------  -----------  ------------  -----------
<S>                             <C>           <C>          <C>           <C>
REVENUE:

  NET PATIENT SERVICE           $ 6,357,327    4,246,533   $17,974,725   11,812,561
  MANAGEMENT SERVICE                199,206      476,804       812,889    1,517,473
  OTHER                             366,346      387,358     1,217,906    1,081,550
                                ------------  -----------  ------------  -----------
                                  6,922,879    5,110,695    20,005,520   14,411,584


 OPERATING EXPENSES:
 SALARIES AND BENEFITS            4,390,706    3,151,049    12,895,622    9,621,696
 PURCHASED SERVICES                 675,711            -     2,265,522            -
 ADMINISTRATIVE EXPENSES            912,573    2,041,510     2,861,211    5,389,605
 BAD DEBT EXPENSE                   415,597      562,268     1,462,682    1,526,861
                                ------------  -----------  ------------  -----------
 TOTAL OPERATING EXPENSES         6,394,587    5,754,827    19,485,037   16,538,162

 INCOME FROM OPERATIONS             528,292     (644,132)      520,483   (2,126,578)

 OTHER EXPENSES:
 INTEREST EXPENSE                   815,493      763,936     2,449,564    2,124,188
 IMPAIRED ASSET WRITE DOWN                -            -                    369,380
 (GAIN)/LOSS ASSET SALES           (181,834)           -      (181,834)           -
 DEPRECIATION & AMORTIZ.            263,462      797,896     1,049,636    2,083,556
                                ------------  -----------  ------------  -----------
 TOTAL OTHER EXPENSES               897,121    1,561,832     3,317,366    4,577,124
                                ------------  -----------  ------------  -----------
 NET INCOME(LOSS)                  (368,829)  (2,205,964)   (2,796,883)  (6,703,702)
                                ============  ===========  ============  ===========


AVERAGE SHARES OUTSTANDING       15,765,232   15,703,173    15,744,422   15,022,062
 LOSS PER SHARE-BASIC                 (0.02)       (0.14)        (0.18)       (0.45)
 LOSS PER SHARE-FULLY DILUTED         (0.02)       (0.14)        (0.18)       (0.45)
</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                    CORECARE SYSTEMS, Inc.
                                   Consolidated Cash Flows
                          For the Quarter Ended September 30, 1999


                                                     Quarter Ended          Year-to-date
                                                   September 30, 1999    September 30, 1999
<S>                                               <C>                   <C>
Cash flows from operating activities:
   Net Loss                                       $          (368,829)  $        (2,796,883)
   Non-cash adjustments to reconcile net loss to
    net cash provided by operating activities:
      Depreciation and amortization                           263,462             1,049,636
         Change before C/A & C/L changes                     (105,367)           (1,747,247)

      Allowance for doubtful accounts                         180,614               910,358
(Increase) decrease in operating assets:
   Accounts receivable                                       (860,711)           (1,558,992)
   Other current assets                                        96,139               (82,887)
   Deposits                                                    (6,215)              (22,747)
   Other assets                                              (117,602)              294,517
   Restricted cash                                                  -                     -
Increase (decrease) in operating liabilities:
   Accounts payable                                           153,263               452,708
   Accrued expenses                                            82,237             1,498,537
   Payroll and related taxes                                   47,778                99,051
   Due to third party                                         (52,303)              696,769

Net cash proceeds from operating activities                  (582,167)              540,067

Cash flows from investing activities:
   Increase in capitalized financing costs                          -                     -
   Purchase of property and equipment                         (18,898)             (207,752)
   Disposal of assets                                         246,635               246,635
   Purchase of contract rights                                      -                     -
Net cash used in investing activities                         227,737                38,883

Cash flows from financing activities:
   Proceeds from common stock issuance                              -                     -
   Repayment of amounts due officers                                -                     -
   Proceeds (Repayment) of notes                              180,473              (411,608)
   Repayment of lease obligations                                   -                34,913
   Change in additional paid in capital                        (1,816)              (74,061)
   Proceeds from short and long term debt                           -                     -

Net cash provided by financing activities                     178,657              (450,756)

Net increase (decrease) in cash                              (175,773)              128,194

Cash, beginning of period                                     419,209               115,242

Cash, end of period                               $           243,436   $           243,436
</TABLE>



                                       12
<PAGE>