<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)
[ X ]  Quarterly report pursuant to Section 13 or 15(d) of the Securities  
       Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED June 30, 1997
       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 I.D. No.)
       incorporation or organization)

                     7 STUDEBAKER, IRVINE, CALIFORNIA 92618
               (Address of principal executive office) (Zip Code)

                                 (714) 595-4770
              (Registrant's telephone number, including area code)

            18 Technology Drive, Suite 134, Irvine, California 92618
                                (Former Address)

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

The number of shares of the Registrant's Common Stock, par value $.001 per
share, outstanding on August 12, 1997 was 8,240,124.


<PAGE>   2
                                 ENDOCARE, INC.
                     FORM 10-Q, QUARTER ENDED June 30, 1997
                                      INDEX
<TABLE>
<CAPTION>

                                                                                                                    Page
                                                                                                                    ----
                          Part I. Financial Information
<S>            <C>                                                                                                   <C>

Item 1         Financial Statements (unaudited)

                      Condensed Statements of Operations for the fiscal quarters
                      and six months ended June 30, 1996 and 1997                                                      3

                      Condensed Balance Sheets at December 31, 1996
                      and June 30, 1997                                                                                4

                      Condensed Statements of Cash Flows for the six months
                      ended June 30, 1996 and 1997                                                                     5

                      Notes to Financial Statements                                                                    6

Item 2         Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                                                               9

Item 3         Quantitative and Qualitative Disclosures About Market Risk                                           None

                           Part II. Other Information

Item 1         Legal Proceedings                                                                                      12

Item 2         Changes in Securities                                                                                  12

Item 3         Defaults Upon Senior Securities                                                                        12

Item 4         Submission of Matters to a Vote of Security Holders                                                    12

Item 5         Other Information                                                                                      12

Item 6         Exhibits and Reports on Form 8-K                                                                       13



Signature Page                                                                                                        14
</TABLE>




                                       2
<PAGE>   3

                          ITEM 1. FINANCIAL STATEMENTS

                                 ENDOCARE, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                 Fiscal Quarter Ended                   Six Months Ended
                                               June 30          June 30,            June 30,          June 30,
                                                1996             1997                 1996              1997
                                            -----------      -----------           -----------      -----------
<S>                                         <C>              <C>                   <C>              <C>        
Revenues:
   Net product sales                        $   419,785      $   229,165           $   788,841      $   888,000
   Collaborative agreements                          --           20,832                 1,600           41,664
                                            -----------      -----------           -----------      -----------

           Total revenues                       419,785          249,997               790,441          929,664

Costs and expenses:
   Cost of product sales                        234,859          151,132               476,164          581,044
   Research and development                     230,006          423,345               363,656          713,790
   Selling, general and administrative          349,478          732,646               597,885        1,428,710
   Impairment loss on long-lived assets              --               --               324,878               --
                                            -----------      -----------           -----------      -----------

           Total costs and expenses             814,343        1,307,123             1,762,583        2,723,544
                                            -----------      -----------           -----------      -----------

Loss before income taxes                       (394,558)      (1,057,126)             (972,142)      (1,793,880)
Provision for income taxes                           --            2,700                    --            5,400
                                            -----------      -----------           -----------      -----------

Net loss                                    $  (394,558)     $(1,059,826)          $  (972,142)     $(1,799,280)
                                            ===========      ===========           ===========      ===========

Net loss per share of common stock          $     (0.07)     $     (0.13)          $     (0.17)     $     (0.23)
                                            ===========      ===========           ===========      ===========


Weighted average shares and common
   stock equivalents outstanding              5,632,921        8,195,853             5,626,991        7,817,451
                                            ===========      ===========           ===========      ===========

</TABLE>

   The accompanying notes are an integral part of these financial statements.




                                       3
<PAGE>   4


                                 ENDOCARE, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                      December 31,       June 30,
                                                                         1996              1997
                                                                      -----------      -----------
                                                                                      (unaudited)
<S>                                                                   <C>              <C>        
                                      ASSETS

Current assets:
   Cash and cash equivalents                                          $   476,854      $ 5,602,137
   Accounts receivable, net                                               587,945          190,934
   Inventories                                                            396,725          956,372
   Prepaid expenses and other current assets                               41,398          129,919
                                                                      -----------      -----------

           Total current assets                                         1,502,922        6,879,362

Property and equipment, net                                               178,788          331,232
Other assets                                                               69,191           17,677
                                                                      -----------      -----------

           Total assets                                               $ 1,750,901      $ 7,228,271
                                                                      ===========      ===========



                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
   Accounts payable                                                   $   668,761      $   718,072
   Accrued compensation                                                    53,190           61,230
   Other accrued liabilities                                              143,399          229,360
   Deferred revenue                                                       118,333          118,333
   Customer deposits                                                           --           15,147
                                                                      -----------      -----------

           Total current liabilities                                      983,683        1,142,142

Deferred revenue                                                          166,667          125,003
Convertible note payable                                                  750,000               --

Shareholders' equity (deficiency):
   Common stock, $.001 par value                                            5,645            8,196
   Additional paid-in capital                                           1,376,354        9,283,658
   Accumulated deficit                                                 (1,531,448)      (3,330,728)
                                                                      -----------      -----------

           Total shareholders' equity (deficiency)                       (149,449)       5,961,126
                                                                      -----------      -----------

                Total liabilities and equity (deficiency)             $ 1,750,901      $ 7,228,271
                                                                      ===========      ===========

</TABLE>


   The accompanying notes are an integral part of these financial statements.




                                       4
<PAGE>   5

                                 ENDOCARE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                          June 30,        June 30,
                                                           1996            1997
                                                       -----------      -----------
<S>                                                    <C>              <C>         
Cash flows from operating activities:
   Net loss                                            $  (972,142)     $(1,799,280)
   Adjustments to reconcile net loss to net cash
   used in operating activities:
      Depreciation and amortization                         16,260           49,105
      Amortization of warrant value                             --           38,713
      Offering costs                                            --           62,869
      Other                                                     --            7,794
   Impairment loss on long-lived assets                    324,878               --
   Changes in operating assets and liabilities:
      Accounts receivable                                  (12,951)         397,011
      Inventories                                           73,205         (559,647)
      Prepaid expenses and other current assets            (14,144)         (88,522)
      Other Assets                                              --           51,514
      Accounts payable                                     277,060           49,311
      Accrued compensation                                  40,004            8,040
      Other accrued liabilities                             20,873           85,961
      Deferred revenue                                          --          (41,664)
      Customer deposits                                         53           15,147
                                                       -----------      -----------
Net cash used in operating activities                     (246,904)      (1,723,648)
Cash flows from investing activities:
   Purchases of property and equipment                     (20,207)        (201,549)
   Proceeds from sale of property and equipment             17,379               --
                                                       -----------      -----------
Net cash provided (used) in investing activities            (2,828)        (201,549)
Cash flows from financing activities:
   Issuance of common stock, Medstone Distribution         500,000               --
   Issuance of common stock, other                          29,895        7,050,480
                                                       -----------      -----------
Net cash provided by financing activities                  529,895        7,050,480
                                                       -----------      -----------
Net increase in cash and cash equivalents                  280,163        5,125,283
Cash and cash equivalents, beginning of period               1,941          476,854
                                                       -----------      -----------
Cash and cash equivalents, end of period               $   282,104      $ 5,602,137
                                                       ===========      ===========
Non-Cash Transactions:
   Conversion of note payable to common stock                   --      $   850,250

</TABLE>

   The accompanying notes are an integral part of these financial statements.




                                       5
<PAGE>   6

                                 ENDOCARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

1.       Organization and Operations of the Company

         ENDOcare, Inc. (the "Company" or "ENDOcare") designs, manufactures, and
         markets medical devices to treat prostate diseases worldwide.

         Since its formation in 1990, ENDOcare operated first as a research and
         development department, then later as a division of Medstone
         International, Inc. ("Medstone"). Effective January 1, 1996, ENDOcare
         became a totally independent, publicly-owned corporation. At the
         beginning of 1996, ENDOcare issued 5,616,528 shares of ENDOcare common
         stock to Medstone in exchange for $500,000 cash and the accounts
         receivable, inventory, and other net assets of the ENDOcare Division.
         On February 6, 1996, Medstone distributed to existing Medstone
         shareholders a stock dividend of one share of ENDOcare common stock for
         each share of Medstone common stock outstanding on December 29, 1995.

2.       Basis of Presentation

         The accompanying unaudited financial statements have been prepared by
         ENDOcare in accordance with Securities and Exchange Commission rules
         and regulations. In the opinion of Company management, the unaudited
         financial statements include all entries and adjustments necessary for
         a fair presentation.

         During its third quarter of 1996, the Company recognized a sale
         relating to the shipment of product to an international distributor.
         The total revenue recognized on this sale approximated $140,000. Due to
         the lack of payment by the customer, the Company provided an allowance
         for doubtful accounts for a substantial portion of the sale in the
         fourth quarter of 1996. However, the Company became aware that the
         product had been shipped from the Company's warehouse in error. As a
         result, the Company has restated the results of operations for the
         third quarter of 1996. Though revenues, cost of product sales and
         selling, general and administrative expenses for the year ended
         December 31, 1996 have been restated, there has been no net change to
         the net loss for the year ended December 31, 1996. In addition, the
         above restatement has been reflected in the Company's balance sheet at
         December 31, 1996, primarily as a reduction of net accounts receivable
         and certain current liabilities and an increase in inventories. The
         accompanying balance sheet at December 31, 1996 reflects the impact of
         the above-mentioned restatement.

         These financial statements should be read in conjunction with the
         audited financial statements and other information included in the
         Company's Form 10-KA Amendment No. 3 for the year ended December 31,
         1996. Financial results for this interim period are not necessarily
         indicative of results to be expected for the full year 1997.

3.       Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities at the date of the financial statements and the reported
         amounts of revenue and expenses during the reporting period.
         Actual results could differ from those estimates.




                                       6
<PAGE>   7

4.       Supplemental Financial Statement Data
<TABLE>
<CAPTION>
                                                           December 31,             June 30,
                                                              1996                   1997
                                                            --------               --------
                                                                                  (unaudited)
        <S>                                                  <C>                    <C>     
         Inventories:
           Raw materials                                     $213,154               $604,124
           Work in process                                     86,130                 92,377
           Finished goods                                      97,441                259,871
                                                             --------               --------

              Total inventories                              $396,725               $956,372
                                                             ========               ========
</TABLE>

5.       Net Loss Per Share

         Net loss per share is computed using the weighted average number of
         actual shares of common stock outstanding for the periods presented.
         Fully diluted earnings per share amounts are not presented because they
         approximate primary earnings per share.

         In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 128 "Earnings Per
         Share" (SFAS No. 128). This statement is effective for both interim and
         annual periods ending after December 31, 1997, and replaces the
         presentation of "primary" earnings per share with "basic" earnings per
         share and the presentation of "fully diluted" earnings per share with
         "diluted" earnings per share. Earlier application is not permitted.
         When adopted, all previously reporting earnings per common share
         amounts must be restated based on the provision of SFAS No. 128.
         Management does not expect that the adoption of SFAS No. 128 will have
         a material effect on the loss per share amounts of the Company
         previously reported.

6.       Convertible Loan Payable

         On August 26, 1996, ENDOcare obtained a two-year $1,500,000 borrowing
         facility from four partnerships (the "Partnerships") managed by
         Technology Funding Inc., a venture capital firm. In connection with
         entering into this loan, ENDOcare issued to the four Partnerships
         10,000 shares of common stock as an origination fee and warrants to
         purchase an aggregate of up to 150,000 shares of ENDOcare common stock.
         The warrants are exercisable at any time between August 26, 1996 and
         August 26, 2001, at an exercise price of $3.00 per share, subject to
         adjustment.

         At December 31, 1996, $750,000 was outstanding under this loan,
         accruing interest at a rate of 16% per year.

         On January 27, 1997, the Partnerships converted their $750,000
         principal amount and accrued interest into 320,000 shares of ENDOcare
         common stock at the conversion rate of $2.50 per share. Also, 12,000
         additional shares of common stock were issued to the Partnerships as an
         inducement to convert at that time. At ENDOcare's election, the
         remaining $750,000 borrowing facility was cancelled on that same date.




                                       7
<PAGE>   8

7.       Private Placement of Common Stock

         On January 27, 1997, ENDOcare sold 2,218,714 shares of common stock at
         a price of $3.50 per share in a private placement, with Oppenheimer &
         Co., Inc. ("Oppenheimer") acting as placement agent. After expenses,
         the net contribution to the Company's capital was approximately
         $7,050,000. Expenses deducted from the proceeds include a commission to
         Oppenheimer of $543,585 and estimated legal, accounting, and other
         professional expenses of $160,000 (final actual expenses may be
         different). In addition, Oppenheimer received a warrant to purchase
         177,497 shares of ENDOcare common stock for a period of five years at a
         price of $4.20 per share. The warrants are exercisable at any time
         between January 27, 1998 and January 27, 2002.




                                       8
<PAGE>   9
ITEM 2.

                                 ENDOCARE, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following should be read in conjunction with the unaudited financial
statements and notes thereto included in Part I--Item 1, the audited financial
statements, and notes thereto, and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the Annual Report on
Form 10-KA Amendment No. 3 for the fiscal year ended December 31, 1996.

General

Endocare designs, manufactures, and markets medical devices to treat diseases of
the prostate, including prostate cancer and prostate enlargement. ENDOcare began
marketing disposable surgical devices in 1993 with the introduction of the
Prolase laser catheter. In late 1995, ENDOcare began marketing two new
disposable product families, the Uroloop and Vaporbar electrosurgical cutting
elements, sales of which became the more significant portion of revenue in early
1996. In May 1996, the Company introduced its new CRYOcare cryosurgical system
for the treatment of prostate cancer. In November 1996, ENDOcare signed a
distribution agreement with Boston Scientific Corporation granting that company
exclusive world-wide marketing rights for CRYOcare systems for urological
applications.

ENDOcare currently is developing additional, innovative therapies for prostate
enlargement. The Company does not expect to be profitable in the immediate
future because of increased operating expenses from expanded research and
development efforts and support of clinical trials for products currently under
development.

Since its formation in 1990, ENDOcare operated first as a research and
development department, then later as a division of Medstone International, Inc.
Effective January 1, 1996, ENDOcare was spun out and began operating as an
independent corporation.

Results of Operations

Product revenue for the three months ended June 30, 1997 decreased 45% to
$229,000 compared to $420,000 in 1996. This decrease resulted from the decline
in revenue associated with the sale of surgical disposables. Included in the
quarter ended June 30, 1997 revenue is $100,000 of CRYOcare system sales to
Boston Scientific Corporation. The shipments are non-refundable discounted unit
sales targeted for demonstration purposes by Boston Scientific Corporation under
the distribution agreement. The corresponding period in 1996 included revenue
derived from surgical disposable and surgical system products.

Product revenue for the six months ended June 30, 1997 increased 13% to $888,000
compared to $789,000 in 1996. The increase was due to the first sales of
CRYOcare systems to Boston Scientific Corporation in the first quarter of 1997
partially offset by the decline in surgical disposable product revenue describe
above.

Revenue from collaborative agreements and related parties for the three months
ended June 30, 1997 increased to $21,000 from zero in 1996. The 1997 amount
represented the second quarter amortization of a lump-sum payment from Boston
Scientific Corporation based upon the distribution agreement entered into in
November 1996.

Revenue from collaborative agreements and related parties for the six months
ended June 30, 1997 increased to $42,000 compared to $1,600 in 1996. The
increase was due to two quarters amortization of the Boston Scientific
Corporation lump sum payment as described above. The 1996 amounts represented
engineering services provided by ENDOcare to its former parent, Medstone
International, none of which is continuing in 1997.



                                       9
<PAGE>   10
Gross margins on product sales were 34% for the three months ended June 30,
1997, compared to 44% in 1996. The decline in gross margins resulted primarily
from the sale of discounted CRYOcare systems to Boston Scientific Corporation
during the three months ended June 30, 1997 compared to revenue derived from
higher margin disposable products and nondiscounted sales of surgical system
products in the same period in 1996.

Gross margins on product sales for the six months ended June 30, 1997 were 35%
compared to 40% in the same period of 1996. The decline is attributable to
product mix and discounted sales to Boston Scientific Corporation as described
above.

Research and development expense increased 84% to $423,000 for the three months
ended June 30, 1997 compared to $230,000 for the corresponding period in 1996.
The increase represented continued investment in the form of additional
personnel and related infrastructure to support the Horizon Stent, CRYOcare
and general product improvement development efforts.

Research and development expense for the six months ended June 30, 1997
increased 96% to $714,000 compared to $364,000 in the same period in 1996. The
increase is attributable to the reasons described above.

Selling, general and administrative expense increased 109% to $733,000 for the
three months ended June 30, 1997 compared to $350,000 for the corresponding
period in 1996. The 1997 amount included costs for additional sales, marketing
and administrative personnel, increased costs associated with the move to
ENDOcare's larger corporate and manufacturing facility, and increased
professional fees associated with legal matters and SEC filings.

Selling, general and administrative expense for the six months ended June 30,
1997 increased 139% to $1,429,000 compared to $598,000 in the same period in
1996. In addition to the reasons described above, selling, general and
administrative expense increased for the six months ended June 30, 1997 as
compared to the same period in 1996 due to first quarter 1997 professional
expenses and costs associated with the offering and sale of common stock in the
private placement, the annual meeting of stockholders, and the related reports
required of public companies. Additionally, 1997 expenses reflect one time
non-cash interest and warrant charges of $79,000 resulting from the conversion
of notes from the four partnerships managed by Technology Funding Inc. into
common stock. The increase in 1997 expenses was partially offset by interest
income of $140,000 earned on the proceeds from the private placement. The
reserve for bad debt for the six months ended June 30, 1997 was $172,000
compared to $16,000 for the corresponding period in 1996. This increase
generally resulted from the change in product mix of sales from inexpensive
disposable products in 1996 to costly capital equipment sales of CRYOcare
systems in 1997.

ENDOcare's net loss for quarter ended June 30, 1997 was $1,060,000, or 13 cents
per share on 8,196,000 weighted average shares outstanding compared to a net
loss of $395,000 or 7 cents per share on 5,633,000 weighted average shares
outstanding for the same period in 1996. Net loss for the six months ended June
30, 1997 was $1,799,000 or 23 cents per share on 7,817,451 weighted average
shares outstanding compared to a net loss of $972,000, or 17 cents per share on
5,627,000 weighted average shares outstanding for the same period in 1996. The
increase in net loss for the 1997 periods presented resulted from lower product
gross margins, higher selling, general and administrative costs, and higher
research and development expenses.



                                       10
<PAGE>   11
Liquidity and Capital Resources

At June 30, 1997, ENDOcare's cash and cash equivalent balance was $5,602,000,
compared to $477,000 at December 31, 1996. Outstanding debt at June 30, 1997 was
zero, compared to $750,000 at December 31, 1996. This improvement in liquidity
and capital resources resulted from two financing transactions consummated on
January 27, 1997.

On that date, ENDOcare sold 2,218,714 shares of common stock at a price of $3.50
per share in a private placement, with Oppenheimer & Co., Inc. acting as
placement agent. After deducting commissions and other estimated expenses of the
sale, this offering added approximately $7,050,000 to ENDOcare's capital base.

Also on January 27, 1997, the four partnerships managed by Technology Funding
Inc. converted the outstanding principal amount of their $750,000 promissory
notes and $50,000 of accrued interest into common stock at the conversion rate
of $2.50 per share. To induce conversion at that time, ENDOcare issued to the
partnerships an additional 12,000 shares of stock, with a fair market value on
that date of approximately $50,000. These transactions converted the outstanding
debt into equity so that ENDOcare will not be required to re-pay principal or to
continue to incur interest expense.

Additional working capital has been used as ENDOcare's operations have increased
in 1997. Net accounts receivable decreased to $191,000 at June 30, 1997,
compared to $588,000 at December 31, 1996. Inventory increased to $956,000 at
June 30, 1997, compared to $397,000 at the beginning of the year. Additions to
property and equipment during the first six months of 1997 were approximately
$201,000. Accounts payable increased to $718,000 from $669,000 at December 31,
1996.

At June 30, 1997 ENDOcare's net working capital was $5,737,000 and the ratio of
current assets to current liabilities was 6 to 1.

With the January 1997 capital infusions, the Company believes that its existing
cash resources and anticipated cash flows from future operations will provide
sufficient resources to meet present and reasonably foreseeable working capital
requirements and other cash needs through the end of 1997. Insofar as the
Company may elect to undertake or accelerate significant research and
development projects for new products or may pursue corporate acquisitions, it
may require additional outside financing prior to such time.

The preceding forward-looking statements are subject to uncertainties in
economic conditions, regulatory issues, and other risk factors. Such factors may
cause actual future results to differ significantly from management's current
expectations.




                                       11
<PAGE>   12

PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

                  On November 27, 1996, Cryomedical Sciences, Inc. ("CMS") filed
                  a complaint in the Circuit Court for Montgomery County,
                  Maryland against the Company and Dr. Chang, the Company's Vice
                  President of Research and Development and former employee of
                  CMS. The suit alleges that Dr. Chang breached his employment
                  contract with CMS, that the Company tortiously interfered with
                  the employment contract and the prospective business relations
                  of CMS, misappropriated trade secrets and confidential
                  information, competed unfairly with and conspired against CMS.
                  CMS is seeking injunctive relief and damages of at least
                  $10,000,000 and punitive damages of $20,000,000. On January
                  23, 1997, a temporary restraining order was issued by the
                  court against the Company and Dr. Chang for the limited
                  purpose of preventing disclosure of certain information at a
                  cryosurgery conference. The order expired by its terms on
                  February 3, 1997. In addition, by order dated July 22, 1997,
                  the court denied CMS' request for an injunction against the
                  Company. However, the court issued a preliminary injunction
                  against Dr. Chang that prohibits his employment with or
                  performance of services for the Company, or for any other
                  competitor of CMS engaged in the cryosurgery business in the
                  United States, Canada, Europe or Taiwan, until a trial on the
                  merits is held. The order also states that Dr. Chang is not
                  precluded from petitioning the court to modify the order to
                  allow him to work for the Company in a capacity not related to
                  the Company's cryosurgery products. The injunction was based
                  on language contained in an employment agreement between Dr.
                  Chang and CMS that prevents him from working for a CMS
                  competitor. No other injunction or other relief has been
                  granted to CMS. The Company denies all allegations of
                  wrongdoing in the complaint and intends to defend the lawsuit
                  vigorously. However, the costs of defending the lawsuit could
                  be material, and there can be no assurance that damages, which
                  could have a material adverse effect on the Company, will not
                  be assessed. The Company is not a party to any other legal
                  proceedings.

Item 2.           Changes in Securities

                  Stock Options

                  During the period from April 1, 1997 through June 30, 1997,
                  the Company granted stock options to eight individuals
                  covering an aggregate of 62,500 shares of its common stock.
                  All such options were granted at fair market value, vest over
                  a four year period, and are exercisable over a ten year
                  period. No consideration was paid for any of such options.
                  Such grants were exempt from the registration requirement of
                  the Securities Act as not involving the sale of a security.

Item 3.           Defaults Upon Senior Securities

                  None.

Item 4.           Submission of Matters to a Vote of Security Holders

                  None.

Item 5.           Other Information

                  None.

                                       12
<PAGE>   13
Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

                  Exhibit 10.1 1995 Stock Option Plan, as amended       

                  Exhibit 10.2 1995 Director Option Plan, as amended    

                  Exhibit 10.3 Employee Stock Purchase Plan, as amended

                  Exhibit 11   Calculation of Earnings Per Share

                  Exhibit 27   Financial Data Schedule


         (b) Reports on Form 8-K -- None




                                       13
<PAGE>   14

                                   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.


                                         ENDOCARE, INC.


Date: August 13, 1997           By:      /s/ Paul W. Mikus

                                         Paul W. Mikus
                                         Chief Executive Officer and President
                                         (Duly Authorized Officer and Principal
                                         Financial Officer)




                                       14