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

                                    FORM 10-Q
                                 AMENDMENT NO.1

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
     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)

                                 (949) 595-4770
              (Registrant's telephone number, including area code)


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  November  9,  1999  was  10,955,542.

<PAGE>

                                 ENDOCARE, INC.
                   FORM 10-Q, QUARTER ENDED SEPTEMBER 30, 1999
                                      INDEX


<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                      ----
<S>             <C>                                                                   <C>
                Part I. Financial Information

Item 1 . . . .  Financial Statements (unaudited)

                Condensed Consolidated Statements of Operations for the
                three and nine months ended September 30, 1999 and 1998                  3

                Condensed Consolidated Balance Sheets at September 30, 1999
                and December 31, 1998                                                    4

                Condensed Consolidated Statements of Cash Flows for the nine months
                ended September 30, 1999 and 1998                                        5

                Notes to Condensed Consolidated Financial Statements                     6

Item 2 . . . .  Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                               10

Item 3          Quantitative and Qualitative Disclosures About Market Risk            None

                Part II. Other Information

Item 1          Legal Proceedings                                                       13

Item 2          Changes in Securities                                                   13

Item 3          Defaults Upon Senior Securities                                         13

Item 4          Submission of Matters to a Vote of Security Holders                     13

Item 5          Other Information                                                       13

Item 6          Exhibits and Reports on Form 8-K                                        13

Signature Page                                                                          15
</TABLE>


<PAGE>


                          ITEM 1. FINANCIAL STATEMENTS


                                 ENDOCARE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                            THREE MONTHS ENDED           NINE MONTHS ENDED
                                               SEPTEMBER 30,                SEPTEMBER 30,

                                            1999           1998          1999           1998
                                       --------------  ------------  -------------  -------------
<S>                                    <C>             <C>           <C>            <C>
Revenues:
Net product sales . . . . . . . . . .  $     639,157   $   148,282   $  1,329,150   $    857,260
Procedures. . . . . . . . . . . . . .        390,063       100,384        963,701        394,130
Revenue from collaborative agreements             --       290,000             --        641,672
                                       --------------  ------------  -------------  -------------
Total revenues. . . . . . . . . . . .      1,029,220       538,666      2,292,851      1,893,062
                                       --------------  ------------  -------------  -------------

Costs and expenses:
Cost of  product sales. . . . . . . .        326,917       108,688        783,800        612,993
Cost of procedures. . . . . . . . . .        160,598        40,694        370,110        163,612
Research and development. . . . . . .        570,377       454,530      1,891,702      1,288,314
Selling, general and administrative .      2,233,705     1,234,643      5,988,552      3,517,702
                                       --------------  ------------  -------------  -------------
Total costs and expenses. . . . . . .      3,291,597     1,838,555      9,034,164      5,582,621
                                       --------------  ------------  -------------  -------------

Loss from operations. . . . . . . . .     (2,262,377)   (1,299,889)    (6,741,313)    (3,689,559)
Other income (expense), net . . . . .       (248,252)      108,660       (190,029)       228,297
                                       --------------  ------------  -------------  -------------
Net loss. . . . . . . . . . . . . . .  $  (2,510,629)  $(1,191,229)  $ (6,931,342)  $ (3,461,262)
                                       ==============  ============  =============  =============

Net loss per share of common stock -
basic and diluted . . . . . . . . . .  $       (0.23)  $     (0.11)  $      (0.65)  $      (0.35)
                                       ==============  ============  =============  =============

Weighted average shares outstanding .     10,781,000    10,683,000     10,746,000      9,845,000
                                       ==============  ============  =============  =============
</TABLE>

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

<PAGE>



                                 ENDOCARE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                            SEPTEMBER 30,    DECEMBER 31,
                                                1999             1998
                                             (UNAUDITED)
<S>                                        <C>              <C>

ASSETS
Current assets:
Cash and cash equivalents . . . . . . . .  $    9,420,216   $   6,285,799
Accounts receivable, net. . . . . . . . .       1,178,826         407,602
Inventories . . . . . . . . . . . . . . .       1,354,886         542,610
Other current assets. . . . . . . . . . .         111,748          87,397
                                           ---------------  --------------

Total current assets. . . . . . . . . . .      12,065,676       7,323,408

Property  and  equipment,  net                    894,392         498,240
Deferred  financing  costs  and  other  assets  2,411,377         170,206
                                             ------------     -----------
Total  assets                               $  15,371,445     $ 7,991,854
                                             ============     ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable. . . . . . . . . . . . .  $    1,989,665   $     653,548
Accrued liabilities . . . . . . . . . . .       1,956,138       1,125,832
                                           ---------------  -------------

Total current liabilities . . . . . . . .       3,945,803       1,779,380

Long term liabilities
Convertible debentures. . . . . . . . . .       8,000,000              --
Note payable and other liabilities. . . .       2,154,631         201,274

Shareholders' equity
Common Stock, $.001 par value; 10,941,228          10,941          10,698
And 10,698,354 issued and outstanding at
September 30, 1999 and December 31, 1998,
respectively
Additional paid-in capital. . . . . . . .      18,700,863      16,509,952
Accumulated deficit . . . . . . . . . . .     (17,440,793)    (10,509,450)
                                           ---------------  --------------
Total shareholders' equity. . . . . . . .       1,271,011       6,011,200
                                           ---------------  --------------

Subsequent event

Total Shareholders' equity. . . . . . . .  $   15,371,445   $   7,991,854
                                           ---------------  --------------
</TABLE>


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

<PAGE>


                                 ENDOCARE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                           NINE MONTHS ENDED SEPTEMBER 30,
                                                                            1999                    1998
<S>                                                <C>                                <C>
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . . . .  $                     (6,931,342)  $         (3,461,262)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization . . . . . . . . . .                           423,496                157,403
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . .                          (771,224)               (92,501)
Inventories . . . . . . . . . . . . . . . . . . .                        (1,127,103)                37,843
Accounts payable. . . . . . . . . . . . . . . . .                         1,336,116                  8,693
Accrued liabilities . . . . . . . . . . . . . . .                           830,307                542,150
Other . . . . . . . . . . . . . . . . . . . . . .                           (29,155)              (204,997)
                                                   ---------------------------------  ---------------------
Net cash used in operating activities . . . . . .                        (6,268,905)            (3,012,671)
Cash flows from investing activities:
Purchases of property and equipment . . . . . . .                          (229,053)              (141,121)
                                                   ---------------------------------  ---------------------
Net cash used in investing activities . . . . . .                          (229,053)              (141,121)
Cash flows from financing activities:
Issuance of common stock. . . . . . . . . . . . .                           486,279              6,848,023
Issuance of convertible debentures and other debt                        10,000,000                     --
Financing costs and other . . . . . . . . . . . .                          (853,905)                 7,766
                                                   ---------------------------------  ---------------------
Net cash provided by financing activities . . . .                         9,632,374              6,855,789
                                                   ---------------------------------  ---------------------
Net increase in cash and cash equivalents . . . .                         3,134,417              3,701,997
Cash and cash equivalents, beginning of period. .                         6,285,799              3,912,378
                                                   ---------------------------------  ---------------------
Cash and cash equivalents, end of period. . . . .                         9,420,216              7,614,375
                                                   =================================  =====================
Non-cash activities:
Fair value of convertible debenture purchase
option credited to additional paid in capital . .  $                      1,600,000   $                 --
                                                   =================================  =====================

Transfer of inventory to property and equipment .  $                        314,827   $                 --
                                                   =================================  =====================
</TABLE>


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

<PAGE>



                                 ENDOCARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Organization  and  Operations  of  the  Company

Endocare,  Inc. (the "Company" or "Endocare") designs, manufactures, and markets
an  array  of  innovative,  temperature-based  surgical devices and technologies
primarily  to  treat  prostate  diseases, including prostate cancer and prostate
enlargement.  The  Company  also  operates a mobile cryosurgery business.  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  became  a  totally  independent,  publicly-owned
corporation.

2.     Basis  of  Presentation

In  the opinion of management, the accompanying unaudited condensed consolidated
financial  statements  contain  all  adjustments  necessary  (consisting only of
normal recurring accruals) to present fairly the financial information contained
therein.  These  statements do not include all disclosures required by generally
accepted  accounting  principles  and  should  be  read  in conjunction with the
audited  financial  statements  and  other information included in the Company's
Annual  Report  on  Form 10-K for the year ended December 31, 1998, and with the
Company's  current  report  on  Form  8-K  filed with the SEC on August 6, 1999.
Financial  results  for  this  interim  period are not necessarily indicative of
results  to  be  expected  for  the  full  year  1999.

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.

4.     Supplemental  Financial  Statement  Data

<TABLE>
<CAPTION>

                   SEPTEMBER 30,   DECEMBER 31,
                        1999           1998
                   --------------  -------------
<S>                <C>             <C>
Inventories:
Raw materials . .  $      479,122  $     260,222
Work in process .         218,705         86,375
Finished goods. .         657,059        196,013
                   --------------  -------------

Total inventories  $    1,354,886  $     542,610
                   ==============  =============
</TABLE>

5.     Net  Loss  Per  Share


The  Company  has  adopted  SFAS No. 128, "Earnings Per Share."  Under SFAS 128,
basic  EPS is calculated by dividing net earnings (loss) by the weighted-average
common shares outstanding during the period.  Diluted EPS reflects the potential
dilution  to  basic  EPS  that  could  occur  upon  conversion  or  exercise  of
securities,  options,  convertible  debentures,  or  other such items, to common
shares  using  the  treasury  stock  method based upon the weighted-average fair
value of the Company's common shares during the period.  In accordance with SFAS
128,  the  loss  (numerator), shares (denominator) and per-share amounts for the
three  months  ended September 30, 1998 and September 30, 1999 are $(1,191,229),
10,683,000 $(0.11), and $(2,510,629), 10,781,000 and $(0.23), respectively.  The
loss  (numerator), shares (denominator) and per share amount for the nine months
ended  September  30,  1998 and 1999 are $(3,461,262), 9,845,000 and $(0.35) and
$(6,931,342), 10,746,000 and $(.65), respectively.  As the Company has been in a
net  loss  position  for  the  periods  presented,  common  share equivalents of
973,000  and 1,858,000 for the three months ended September 30, 1998 and 1999,
respectively,  and 950,000 and 1,675,000 for the nine months ended September 30,
1998  and 1999, respectively, were not used to compute diluted loss per share as
the  effect  was  antidilutive.  Consequently,  diluted  EPS  equals  basic EPS.

<PAGE>

6.     On June 30, 1999, Endocare acquired all the outstanding units of Advanced
Medical  Procedures,  LLC,  a  Florida  limited  liability company ("AMP").  AMP
operates a mobile cryosurgery business which provides cryosurgical equipment for
the  treatment  of  prostate  and  liver  cancer  on  a  procedural  basis.  The
acquisition  was  consummated  pursuant  to  a  Plan  of Merger (the "AMP Merger
Agreement")  by  and  among AMP, Endocare, and Advanced Medical Procedures, Inc.
("AMPI"),  a  Delaware  corporation  and  wholly-owned  subsidiary  of Endocare.
Pursuant  to  the Merger Agreement, AMP was merged with and into AMPI, with AMPI
surviving  as  a  wholly-owned  subsidiary  of  Endocare.  The  AMP  unitholders
received an aggregate of 260,000 shares of Endocare Common Stock in exchange for
all  of  their  AMP  units.  The  acquisition  was  accounted  for  as  a
pooling-of-interests for financial reporting purposes.  The pooling-of-interests
method  of  accounting  is  intended to present as a single interest two or more
common  stockholders'  interests which were previously independent; accordingly,
the  historical  financial  statements  for the periods prior to the acquisition
have been restated as though the companies had been combined.  Fees and expenses
related  to  the  acquisition  were  expensed  as  incurred  and  amounted  to
approximately  $50,000.

The  results of operations previously reported by the separate companies and the
combined  amounts presented in the accompanying condensed consolidated financial
statements  are  summarized  below:


<TABLE>
<CAPTION>

                                                     Three Months Ended                  Nine Months Ended
                                                        September 30,                      September 30,
                                                 1999                 1998              1999          1998
<S>                                    <C>                   <C>                  <C>           <C>
Net Revenue:
Endocare
Net product sales . . . . . . . . . .  $           639,157   $          261,282   $ 1,381,060   $   970,260
Revenue from collaborative agreements                   --              290,000            --       641,672
AMP
Procedures. . . . . . . . . . . . . .              390,063              100,384       963,701       394,130
Adjustments . . . . . . . . . . . . .                   --             (113,000)      (51,910)     (113,000)
                                       --------------------  -------------------  ------------  ------------
Combined. . . . . . . . . . . . . . .  $         1,029,220   $          538,666   $ 2,292,851   $ 1,893,062
                                       ====================  ===================  ============  ============

Net Loss:
Endocare. . . . . . . . . . . . . . .  $        (2,462,982)  $       (1,122,024)  $(6,868,741)  $(3,411,773)
AMP . . . . . . . . . . . . . . . . .              (37,289)             (31,205)         (333)      (11,489)

Adjustments                                        (10,358)             (38,000)      (62,268)      (38,000)
                                       --------------------  -------------------  ------------  ------------
Combined                               $        (2,510,629)  $       (1,191,229)  $(6,931,342)  $(3,461,262)
                                       ====================  ===================  ============  ============
</TABLE>


Adjustments  have  been  made to eliminate the impact of intercompany sales
from  Endocare  to  AMP.  Additionally,  a previously existing note payable from
Endocare  to  AMP  of  $135,000 at December 31, 1998, has been eliminated in the
accompanying  condensed  consolidated  balance  sheet.  There  were  no  other
significant  transactions  between  Endocare  and  AMP prior to the combination.
Procedural  revenue  is  recognized  upon  completion  of  procedures.

7.     Convertible  Debentures

     On  June  7,  1999, the Company received $5,000,000 from the sale of its 7%
Convertible  Debentures due June 7, 2002 (the "Debentures"). Interest is payable
annually  in  cash,  or  at the Company's option, in common stock at a price per
share  based on recent bid prices prior to the date interest is paid.  Under the
financing  arrangement, the purchasers have the option to purchase an additional
$5,000,000  in  aggregate  principal  amount  of  Debentures  and,  under  the
circumstances  described  below,  the  Company  may  require  the  purchasers to
exercise  this  purchase  option.  The  $5,000,000  principal  amount  of  the
Debentures must be repaid in full in cash  on June 7, 2002, but may be converted
into the Company's Common Stock in whole or in part at the purchasers' option at
any  time on or prior to June 7, 2002 at a conversion price of $5.125 per share.
The  conversion  price  is  subject  to  certain  anti-dilution  adjustments.

In addition to the purchasers' option to convert the Debentures, the Company may
require  that  the purchasers convert the Debentures into Common Stock at $5.125
per  share  (as  may  be  adjusted  as described above) if the bid price for the
Common
<PAGE>
 Stock  as  listed for quotation is above $8.00 per share for twenty (20)
trading  days  during  a consecutive thirty (30) trading day period, and certain
other  conditions  are  met.

Under  a  Securities  Purchase  Agreement,  the  purchasers  have  a call option
exercisable  at  any time prior to June 7, 2002 to require that the Company sell
to  the purchasers an additional $5,000,000 principal amount of debentures.  The
additional  Debentures  will  mature  three years from the date they are issued,
will  bear  interest at 7% per annum and will be convertible in whole or in part
at  a  conversion  price  of $6.75 per share (subject to adjustment as described
above).  The fair value of the purchasers' call option, totaling $1,000,000, has
been  estimated  using  the  Black-Scholes  pricing  model  and  is reflected in
deferred  financing  costs  and  other  assets  in  the  accompanying  condensed
consolidated  balance  sheet,  as  of  September 30, 1999.  This amount is being
amortized to interest expense over the life of the call option.  The Company has
a put option to require the purchasers to buy the $5,000,000 principal amount of
additional  debentures  if  the closing bid price for the Common Stock as listed
for  quotation  is  more than $10.00 per share for twenty (20) trading days in a
consecutive thirty (30) trading day period and on the date the Company elects to
exercise  the  put  option,  and  certain  other  conditions  are  met.

On  July  30,  1999, Endocare received an additional $3,000,000 from the sale of
its  7% Convertible Debentures due July 29, 2002 (the "Convertible Debentures").
Interest  is  payable  annually  in  cash, or at the Company's option, in Common
Stock at a price per share based on recent bid prices prior to the date interest
is  paid,  and certain other conditions are met.  Under the financing agreement,
the purchasers have the option to purchase an additional $3,000,000 in aggregate
principal  amount  of  Convertible  Debentures  and,  under  the  circumstances
described  below,  the  Company  may  require  the  purchasers  to exercise this
purchase  option.

The  $3,000,000 principal amount of the Convertible Debentures must be repaid in
full  in  cash  on July 29, 2002, but may be converted into the Company's Common
Stock  in  whole  or  in  part at the purchasers' option at any time, subject to
certain  restrictions,  on  or  prior  to July 29, 2002 at a conversion price of
$6.00  per  share.  The  conversion  price  is  subject to certain anti-dilution
adjustments.

In addition to the purchasers' option to convert the Convertible Debentures, the
Company,  subject  to  certain  restrictions,  may  require  that the purchasers
convert  the Convertible Debentures into Common Stock at $6.00 per share (as may
be  adjusted as described above) if the bid price for the common Stock as listed
for the quotation is above $9.00 per share for twenty (20) trading days during a
consecutive  thirty  (30)  trading  day period, and certain other conditions are
met.

Under  a  Securities  Purchase  Agreement,  the  purchasers  have  a call option
exercisable  at any time prior to July 29, 2002 to require that the Company sell
to  the  Convertible  Purchasers  an  additional  $3,000,000 principal amount of
debentures.  The  additional  debentures  will  mature three years from the date
they  are  issued, will bear interest at 7% per annum and will be convertible in
whole  or  in  part  at the option of the purchase at any time prior to maturity
into  Common  Stock  at a conversion price of $6.75 per share. The fair value of
the  purchasers'  call  option,  totaling  $600,000 has been estimated using the
Black-Scholes  pricing  model  and  is reflected in deferred financing costs and
other  assets  in  the  accompanying  condensed consolidated balance sheet as of
September 30, 1999.  This amount is being amortized to interest expense over the
life of the call option.  The Company has a put option to require the purchasers
to  buy the $3,000,0000 principal amount of additional debentures if the closing
bid  price  for  the Common Stock as listed for quotation is more than $9.00 per
share  for  twenty  (20)  trading  days in a consecutive thirty (30) trading day
period  and  on  the  date  the  Company  elects to exercise the put option, and
certain  other  conditions  are  met.

Certain  events will trigger an event of default under the Debentures.  An event
of  default  gives the purchasers the right to accelerate all indebtedness under
the  Debentures  and  declare  it  due  immediately.  Upon  an event of default,
interest  thereafter  accrues at 20.00% per annum and a default premium is added
to the principal amount of the Debentures.  The premium is the greater of 20.00%
of  the  principal  amount,  or  higher  based  on  recent trading prices of the
Company's  Common Stock.  The amount due upon an event of default (including the
purchaser's  option  in  an  equivalent  value  of shares of Common Stock of the
Company)  is  calculated  based on the average bid price per share of the Common
Stock for a certain number of days prior to the acceleration of the indebtedness
by  the  purchasers.

8.    Credit  Facility


     On  July  29,  1999, the Company entered into a Loan and Security Agreement
with  Transamerica  Business  Credit  Corporation  ("TBCC") which provides for a
revolving  credit  line  in  the  amount  of $2,000,000 plus up to an additional
$1,000,000  based  on  eligible accounts receivable of the Company (the "Loan").
As  of  September  30,  1999,  $2,000,000  of the Loan is outstanding.
The Loan matures and all amounts must be repaid on July 31, 2001. The Loan bears
interest at the highest prime or equivalent rate announced by certain designated
banks,  plus 2% or 3.5%.  The Loan is secured by a first priority lien on all of
the assets of the Company, except for intellectual property, is fully guaranteed
by  the  Company's  subsidiary,  and  contains  certain  restrictive  covenants.
The Company is in compliance with the restrictive covenants as of September 30,
1999.


9.     Stockholders  Rights  Plan

     In  April  1999,  the  Company  adopted  a stockholder rights plan in which
preferred stock purchase rights will be distributed as a dividend at the rate of
one  right  for  each  share of common stock held as of the close of business on
April  15, 1999.  The rights are designed to guard against partial tender offers
and  other abusive and coercive tactics that might be used in an attempt to gain
control  of the Company or to deprive Endocare stockholders of their interest in
the  long-term  value  of the Company.  The rights will be exercisable only if a
person  or  group acquires 15% or more of the Company's common stock (subject to
certain  exceptions  stated  in  the  Plan)  or  announces  a  tender  offer the
consummation  of  which would result in ownership by a person or group of 15% or
more  of  the  Company's  common stock.  At any time on or prior to the close of
business  on  the first date of a public announcement that a person or group has
acquired  beneficial  ownership  of  15%  or  more of the Company's common stock
(subject  to  certain  exceptions stated in the Plan), the rights are redeemable
for  one  cent  per  right  at  the  option  of  the  Board  of  Directors.

10.     Legal  Proceedings

The  Company,  in  the  normal  course  of business, is subject to various legal
matters.  While  the  results  of litigation and claims cannot be predicted with
certainty, the Company believes that the final outcome of these matters will not
have  a  material  adverse  effect  on  the  Company's  results of operations or
financial  condition.

From time to time, the Company has received correspondence alleging infringement
of  proprietary  rights  of  third  parties.  No assurance can be given that any
relevant  claims  of third parties would not be upheld as valid and enforceable,
and  therefore  that  the Company could be prevented from practicing the subject
matter  claimed  or  would be required to obtain licenses from the owners of any
such  proprietary  rights to avoid infringement.  Management does not expect any
material  adverse  effect  on  financial  condition or the results of operations
because  of  such  actions.

11.     Subsequent  Event

In  October  1999,  the  Company  entered into a strategic alliance with Sanarus
Medical  Inc.  ("Sanarus")  to commercialize Endocare's proprietary cryosurgical
technology  in  the  treatment of breast tumors and gynecological diseases.  The
terms  of  the  related  agreements included an equity investment by Endocare in
Sanarus totaling $300,000 and a warrant to acquire Sanarus common stock received
by Endocare in consideration of entering into a manufacturing supply and license
agreement.  In  the  event  Endocare  were  to exercise the warrant, the Company
would  then  own  a  majority  equity  position  in  Sanarus.

<PAGE>


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 condensed
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-K for the fiscal year ended December 31, 1998, and with
the  Company's  current report on Form 8-K filed with the SEC on August 6, 1999.

General

Endocare  designs,  manufactures,  and  markets  an  array  of  innovative,
temperature-based  surgical devices and technologies to treat prostate diseases,
including  prostate  cancer  and prostate enlargement. Additionally, Endocare is
currently  developing additional, innovative therapies for prostate enlargement.
The  Company  does  not  expect  to  be profitable in the near future because of
increased  operating expenses associated with product launches and from expanded
research  and  development  efforts  and support of clinical trials for products
currently  under  development.

On  June  30,  1999,  Endocare  merged  with  a  company  that operates a mobile
cryosurgical business.  The company provides urologists and surgical specialists
the  option  of  utilizing  Endocare's targeted cryosurgery for the treatment of
prostate and liver cancer on a procedural basis.  Endocare recognizes procedural
revenue upon the completion of procedures.  The acquisition was accounted for as
a  pooling-of-interests  for  financial  reporting  purposes.  The
pooling-of-interests  method  of  accounting  is intended to present as a single
interest  two  or  more  common  stockholders'  interests  which were previously
independent;  accordingly,  the  historical financial statements for the periods
prior  to  the  acquisition  have been restated as though the companies had been
combined.

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 September 30, 1999 increased 331% to
$639,000  compared  to  $148,000  in 1998.  The increase was attributable to the
third  quarter  1999  launch  of  the  Company's  cryosurgical  technology  in
conjunction with Medicare's July 1, 1999 implementation of national coverage for
localized  prostate  cancer.

Product  revenue  for  the nine months ended September 30, 1999 increased 55% to
$1,329,000  compared  to  $857,000 in 1998. The increase was attributable to the
reasons  stated  above.

Revenue  from  procedures  for  the  three  months  ended September 30, 1999 was
$390,000  compared  to  $100,000 in 1998.  The increase corresponds to a greater
number  of  procedures  performed  in  1999  as  a result of increased sales and
marketing  efforts.

Revenue  from  procedures  for  the  nine  months  ended  September 30, 1999 was
$964,000  compared  to  $394,000  in  1998.  The  increase  is due to the reason
described  above.

Revenue  from  collaborative agreements for the three months ended September 30,
1999  was  zero,  compared  to  $290,000  in 1998. The 1998 amount represented a
licensing  fee  and  the respective quarters' amortization of a lump-sum payment
from  Boston  Scientific  Corporation ("BSC") based upon a previous distribution
agreement  entered  into  in November 1996.  The distribution agreement with BSC
was  terminated  by  Endocare  in  March  1999.

Revenue  from  collaborative  agreements for the nine months ended September 30,
1999 was zero compared to $642,000 in 1998.  The decrease was due to the reasons
described  above.

Gross  margin  on product sales was 49% for the three months ended September 30,
1999  compared  to  26%  in 1998.  The increase is due to a mix of higher margin
cryosurgical  probe and system sales in 1999 coupled with a reduction in product
costs  due  to  increased  manufacturing  efficiencies.

<PAGE>
Gross  margin  on product sales for the nine months ended September 30, 1999 was
41%  compared  to  28%  for the same period in 1998.  The increase is due to the
reasons  described  above.

Gross margin on procedures was 59% for the three months ended September 30, 1999
which  is  comparable  to  59%  in  1998.

Gross margin on procedures was 62% for the nine months ended September 30, 1999,
compared to 58% in 1998.  The change in margins is attributable to procedure mix
and  higher  surgery  rental  costs  in  1998.

Research  and development expense increased 25% to $570,000 for the three months
ended  September  30,  1999, compared to $455,000 in 1998. The increase reflects
the  investment  the  Company  has  made in the form of additional personnel and
related  infrastructure  to  support  general  product  improvement, new product
development  efforts  and  clinical  costs associated with the Horizon Prostatic
Stent  and  womens'  healthcare  cryosurgical  product.

Research  and  development  expense for the nine months ended September 30, 1999
increased 47% to $1,892,000, compared to $1,288,000 for the same period in 1998.
The  increase  is  attributable  to  the  reasons  described  above.

Selling,  general and administrative expense increased 80% to $2,234,000 for the
three  months  ended  September  30,  1999,  compared to $1,235,000 in 1998. The
increase reflects increased sales and marketing costs associated with the launch
of Endocare's cryosurgical product for prostate cancer and an almost doubling of
Endocare's  direct  sales  and  marketing  personnel  between  periods.

Selling,  general and administrative expense for the nine months ended September
30,  1999 increased 70% to $5,989,000 compared to $3,518,000 for the same period
in  1998.  The  increase  is  attributable  to  the  reasons  described  above.

Other income (expense), net  was $(248,000) for the three months ended September
30,  1999, compared to $109,000 in 1998.  The change in 1999 was due to interest
expense  associated  with the recent issuance of convertible debentures and note
payable,  including amortization of deferred financing costs, offset by interest
income.

Other  income  (expense),  net  for the nine months ended September 30, 1999 was
$(190,000)  compared  to  $228,000  in  1998.  The  change is due to the reasons
described  above.

Endocare's  net  loss  for  the  three  months  ended  September  30,  1999  was
$2,511,000,  or  23  cents  per  share  on  10,781,000  weighted  average shares
outstanding,  compared  to  a  net  loss  of $1,191,000 or 11 cents per share on
10,683,000  weighted average shares outstanding for the same period in 1998. The
increase in net loss resulted from higher research and development costs, higher
selling,  general  and  administrative  expenses  and increased interest expense
partially  offset  by  increased  revenues  and  lower  cost  of  sales.

Endocare's  net loss for the nine months ended September 30, 1999 was $6,931,000
or  65  cents  per  share  on  10,746,000  weighted  average shares outstanding,
compared to a net loss of $3,461,000 or 35 cents per share on 9,845,000 weighted
average  shares  outstanding  for  the same period in 1998.  The increase in net
loss  is  attributable  to  the  reasons  described  above.

Liquidity  and  Capital  Resources

At  September  30,  1999,  Endocare's  cash  and  cash  equivalent  balance  was
$9,420,000  compared  to  $6,286,000  at  December  31,  1998.

Working  capital  has been used as Endocare's operations have increased in 1999.
Net  accounts receivable increased to $1,179,000 at September 30, 1999, compared
to  $408,000  at December 31, 1998. In conjunction with the launch of Endocare's
cryosurgical  technology  for prostate cancer, inventory increased to $1,355,000
at  September  30,  1999,  compared  to  $543,000  at the beginning of the year.
Additions  to  property  and equipment during the first nine months of 1999 were
approximately  $544,000.  Working  capital  was provided as accounts payable and
other  current  liabilities  increased to $3,946,000 from $1,779,000 at December
31,  1998.

At  September  30,  1999,  Endocare's net working capital was $8,120,000 and the
ratio  of  current  assets  to  current  liabilities  was  3.1  to  1.

In  June and July 1999, Endocare received a total of $8,000,000 from the sale of
its  7%  convertible  debentures  which are due in three years.  In addition, in
July 1999, the Company entered into a Loan and Security Agreement which provides
for a revolving credit line in the amount of $2,000,000 plus up to an additional
$1,000,000  based  on  eligible accounts receivable of the Company (the "Loan").
As  of  September  30,  1999,  $2,000,000  of the Loan is outstanding.  The Loan
matures  and  all  amounts  must  be  repaid  on  July 31,
<PAGE>
2001.  The Loan bears interest at the highest prime or equivalent rate announced
by certain designated banks, plus 2% or 3.5%.  The Loan  is secured by  a  first
priority  lien  on all of  the assets  of the  Company,  except for intellectual
property, is  fully  guaranteed  by  the  Company's  subsidiary,  and  contains
certain  restrictive  covenants.

The  Company  believes that its existing cash resources and credit facility will
provide  sufficient resources to meet present and reasonably foreseeable working
capital  requirements  and  other  cash needs for the next year.  If the Company
elects  to undertake or accelerate significant research and development projects
for  new  products  or  pursue corporate acquisitions, it may require additional
outside  financing  prior  to  such  time.  The Company expects that to meet its
long-term  needs  it will need to raise substantial additional funds through the
sale  of  its equity securities, the incurrence of indebtedness or through funds
derived  through  entering  into  collaborative  agreements  with third parties.

Other  Matters

Many  existing computer systems and applications, and other control devices, use
only  two  digits  to identify a year in the date field, without considering the
impact  of  the  upcoming  change  in the century. As a result, such systems and
applications  could  fail  or  create erroneous results unless corrected so that
they  can  process data related to the year 2000 and beyond.  The Company relies
on  its  systems, applications and devices in operating and monitoring all major
aspects  of  its  business, including financial systems (such as general ledger,
accounts  receivable,  accounts payable and payroll modules), customer services,
infrastructure,  networks  and  telecommunications  equipment, and end products.
The  Company  has initially assessed how it may be impacted by the Year 2000 and
has  commenced a plan to address the following aspects of the Year 2000 problem:
Information systems, non-information systems, products, suppliers and customers.
The  plan  as  it  related  to  information  systems,  involved a combination of
upgrades  and  replacement.  The  Company  has  completed  remediation  of  its
information  systems.  The  Company  has  also  completed  the  assessment  and
remediation  plans  with  respect  to  substantially  all  of  the  Company's
non-information  systems.  The  Company  has  completed  an  assessment  of  its
products  and  has determined its products do not contain specific calendar year
functions.  However, there can be no assurance that unforeseen problems will not
be  encountered  when  the  Company's  products  are  used  in  conjunction with
equipment  which is non-Year 2000 compliant.  The Company is currently assessing
Year  2000 issues with respect to major suppliers and customers and expects this
process  to  be  completed  in the fourth quarter 1999; however, the Company can
provide  no  assurance  that  Year  2000  compliance  plans will be successfully
completed  by suppliers and customers in a timely manner.  The Company currently
estimates  that  the  costs associated with the Year 2000 issues will not have a
material  effect  on  the  results  of  operations  or  financial assessment and
remediation have not been material to the results of operations.  If the Company
is  not successful in implementing its Year 2000 compliance plan, there may be a
material  adverse  impact  on  the Company's results of operations and financial
condition.  The  Company  believes  its  greatest risks related to the Year 2000
issue involve interrupted product flow from suppliers and a possible redirect or
interruption  of purchasing activities from key customers due to their potential
failure  to  fully address their own Year 2000 issues.  Due to the importance of
addressing  these  risks,  and  the  need  for the Company to focus attention to
remediation efforts, the Company expects to develop contingency plans to address
those  Year  2000  problems  which may not be corrected by implementation of the
Company's  Year  2000  compliance  plan.  Contingency  plans  are expected to be
complete  in  the  fourth  quarter  1999.

This  Form  10Q contains forward looking statements.  The Company's business and
results  of  operations are subject to risk and uncertainties including, but not
limited  to,  those  discussed under the caption "Factors That May Effect Future
Results  and  Trading  Price  of  Common Stock" included in the Company's Annual
Report  on  Form  10-K,  and in risk factors contained in other periodic reports
filed  with  the Securities and Exchange Commission.  Such risk factors include,
but are not limited to, limited operating history of the Company with a  history
of  losses;  fluctuations  in  the Company's order levels; uncertainty regarding
market  acceptance  of  the  Company's  new  products;  uncertainty  of  product
development  and the associated risks related to clinical trials, the rapid pace
of  technological change in the Company's industry; the Company's limited sales,
marketing  and  manufacturing  experience; uncertainty regarding the impact Year
2000  system  failures may have if experienced by the Company, its suppliers and
customers, and the ability to convince health care professionals and third party
payers  of  the  medical and economic benefits of the Company's Cryocare System.
The  actual  results  that  the  Company achieves may differ materially from any
forward  looking  statements  due  to  such  risks  and  uncertainties.

<PAGE>
PART  II.  OTHER  INFORMATION

Item  1.     Legal  Proceedings

The  Company,  in  the  normal  course  of business, is subject to various legal
matters.  While  the  results  of litigation and claims cannot be predicted with
certainty, the Company believes that the final outcome of these matters will not
have  a  material  adverse  effect  on  the  Company's  results of operations or
financial  condition.

From time to time, the Company has received correspondence alleging infringement
of  proprietary  rights  of  third  parties.  No assurance can be given that any
relevant  claims  of third parties would not be upheld as valid and enforceable,
and  therefore  that  the Company could be prevented from practicing the subject
matter  claimed  or  would be required to obtain licenses from the owners of any
such  proprietary  rights to avoid infringement.  Management does not expect any
material  adverse  effect  on  financial  condition or the results of operations
because  of  such  actions.

Item  2.     Changes  in  Securities

     Stock  Options

During  the  period  from  July  1, 1999 through September 30, 1999, the Company
granted  stock  options to 9 individuals covering an aggregate of 179,500 shares
of  its  common stock. All such options were granted at exercise prices equaling
fair  market  value  on the date of grant, 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.

Item  6.     Exhibits  and  Reports  on  Form  8-K
(a)     Exhibits
          4.1*     Debenture  dated  July 29, 1999 between the Company and Brown
Simpson  Strategic Growth Fund, Ltd.  (filed as Exhibit 4.1 to Form 8-K filed on
August  6,  1999).

     4.2*     Debenture  dated  July  29,  1999  between  the  Company and Brown
Simpson  Strategic Growth Fund, L.P.  (filed as Exhibit 4.2 to Form 8-K filed on
August  6,  1999).

     10.1*     Securities  Purchase  Agreement  dated  July  29,  1999 among the
Company  and the Purchasers.  (filed as Exhibit 10.1 to Form 8-K filed on August
6,  1999).

     10.2*     Registration  Rights  Agreement  dated  July  29,  1999 among the
Company  and the Purchasers.  (filed as Exhibit 10.2 to Form 8-K filed on August
6,  1999).

10.3*     Loan  and  Security  Agreement dated July 29, 1999 between the Company
and  TBCC.  (filed  as  Exhibit  10.3  to  Form  8-K  filed  on August 6, 1999).

10.4*     Streamlined Facility Agreement dated July 29, 1999 between the Company
and  TBCC.  (filed  as  Exhibit  10.3  to  Form  8-K  filed  on August 6, 1999).
10.5*     Continuing  Guaranty  dated July 29, 1999 by the AMP in favor of TBCC.
(filed  as  Exhibit  10.3  to  Form  8-K  filed  on  August  6,  1999).

10.6*     Security  Agreement  dated July 29, 1999 between AMP and TBCC.  (filed
as  Exhibit  10.3  to  Form  8-K  filed  on  August  6,  1999).

99.1*     Press  Release  dated  August 5, 1999.  (filed as Exhibit 10.3 to Form
8-K  filed  on  August  6,  1999).

27     Financial  Data  Schedule
---------------
*Incorporated  herein  by  reference.

(b)     Reports  on  Form  8-K
     On  August  6,  1999,  the Company filed a Form 8-K with the Securities and
Exchange  Commission dated July 29, 1999 reporting the receipt of funds from the
sale  of  its 7% Convertible Debentures due July 29, 2002 for an aggregate of $3
million.  The  Debentures  were sold pursuant to a Securities Purchase Agreement
dated July 29, 1999.  The full principal amount of the Debentures must be repaid
in  full  on  or prior to July 29, 2002, but may be converted into the Company's
Common Stock in whole or in part at the Purchaser's option at a conversion price
of  $6.00 per share.  The Form 8-K also reported that the Company entered into a
loan  and security agreement which provides for a revolving line of credit of $2
million  plus  up  to  an  additional  $1  million  based  on  eligible accounts
receivable  of  the Company.  The loan matures and all amounts must be repaid on
July  31,  2001.


<PAGE>

                                   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:  November  17,  1999     By:  /s/  Paul  W.  Mikus

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



By:  /s/  William  R.  Hughes

William  R.  Hughes
Senior  Vice  President  and
Chief  Financial  Officer
(Principal  Financial  and  Accounting  Officer)

<PAGE>