<PAGE>   1

================================================================================

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

                                  FORM 10-KSB/A
(Mark One)
[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year 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: 0-21910

                             CONTINUCARE CORPORATION
             (Exact name of registrant as specified in its charter)

                      FLORIDA                               59-2716023
          (State or other jurisdiction of                (I.R.S. Employer
          incorporation or organization)                identification No.)

      100 SOUTHEAST SECOND STREET, 36TH FLOOR
                  MIAMI, FLORIDA                               33131
     (Address of principal executive offices)               (Zip Code)
Registrant's telephone number, including area code:       (305) 350-7515


           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

         Title of each class         Name of each exchange on which registered
            COMMON STOCK,                     AMERICAN STOCK EXCHANGE
          $.0001 PAR VALUE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-KSB. [X]

         Registrant's revenues for the fiscal year ended June 30, 1997 were
$13,916,385.

         Aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant at September 15, 1997 (computed by reference to
the last reported sale price of the registrant's Common Stock on the American
Stock Exchange on such date): $49,125,950.

         Number of shares outstanding of each of the registrant's classes of
Common Stock at June 30, 1997: 10,888,993 shares of Common Stock, $.0001 par
value per share.

      Transactional Small Business Disclosure Format. Yes [ ]    No [X]


================================================================================


<PAGE>   2


                                    PART III


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME                         AGE         POSITION
----                         ---         --------

<S>                          <C>         <C>
Charles M. Fernandez          35         Chairman of the Board, Chief Executive Officer and President

Phillip Frost, M.D.           61         Vice Chairman of the Board

Susan Tarbe                   41         Executive Vice President and General Counsel

Joseph P. Abood               43         Chief Financial Officer and Treasurer

Steven J. Baldwin             49         Senior  Vice  President of Physical Rehabilitation and
                                         Ancillary Services

Norman B. Gaylis, M.D.        47         Senior Vice President, Chief Operating Officer of Physician
                                         Practice Division

Carlis R. Sabinson            53         Vice President of Compliance and Security

Arthur M. Goldberg            55         Director

Richard B. Frost              48         Director

Mark J. Hanna                 48         Director

Elias F. Ghanem, M.D.         58         Director
</TABLE>

         CHARLES M. FERNANDEZ co-founded Continucare in February of 1996 and has
been involved in all aspects of its operations since that time serving as its
Chairman of the Board, President and Chief Executive Officer. Since 1985 and
prior to founding Continucare, Mr. Fernandez was the Executive Vice President
and Director of Heftel Broadcasting Corporation ("HBC"), a public company owning
a network of radio stations. At HBC, Mr. Fernandez was involved in the
acquisition of 17 broadcast companies and played an instrumental role in HBC's
growth in revenues from $4 million in 1985 to approximately $65 million in 1995.
Mr. Fernandez has also been an officer of Bally Entertainment Corporation since
January 1996, where he provides advice concerning growth and acquisitions for
Bally in Florida and Latin America.

         PHILLIP FROST, M.D. has served as Vice Chairman of Continucare since
September 1996. Dr. Frost has served, since 1987, as Chairman of the Board and
Chief Executive Officer of IVAX Corporation, a Florida corporation ("IVAX"), the
world's largest generic pharmaceutical manufacturer. He served as IVAX's
President from July 1991 until January 1995. Dr. Frost also serves as Vice
Chairman of the Board of Pan American World Airways, Inc. He was the Chairman of
the Department of Dermatology at Mt. Sinai Medical Center of Greater Miami,
Miami Beach, Florida from 1970 to 1992. Dr. Frost was Chairman of the Board of
Directors of Key Pharmaceutical, Inc. from 1972 to 1986. He is Vice Chairman of
the Board of Directors of North American Vaccine, Inc. ("NAV"), and a Director
of American Exploration Company, which is engaged in oil and gas exploration and
production, NaPro BioTherapeutics, Inc., a biopharmaceutical research and
development firm ("NaPro"), Whitman Education Group, which is engaged in
proprietary education ("Whitman") and Northrup 



                                       2
<PAGE>   3

Grumman. He is a trustee of the University of Miami and a member of the Board of
Governors of the American Stock Exchange. Dr. Frost is the uncle of Richard B.
Frost.

         SUSAN TARBE joined Continucare in September 1996 as Executive Vice
President and General Counsel. Prior to joining the Company, Ms. Tarbe was an
Assistant United States Attorney for the Southern District of Florida since
September 1985. During her employment with the United States Attorney's office,
Ms. Tarbe specialized in the area of white-collar criminal offenses, and since
May of 1994 was the Chief of the Economic Crimes Unit. From August 1984 to
August 1985, Ms. Tarbe was a law clerk to the Honorable William M. Hoeveler,
U.S. District Judge for the Southern District of Florida.

         JOSEPH P. ABOOD joined Continucare as its Chief Financial Officer and
Treasurer in October 1997. Prior to joining the Company, Mr. Abood practiced as
an independent consultant since 1994 to various HMO's and hospitals. As a
consultant, Mr. Abood analyzed and implemented managed care financial systems.
Simultaneously, in 1995, Mr. Abood served as an adjunct professor in the area of
finance at the University of Miami School of Business. From 1991 to 1994, Mr.
Abood served as Secretary and Treasurer of Ramsay-HMO, Inc. and served as Chief
Financial Officer of its HMO Subsidiary from 1987 to 1994. Mr. Abood is a
certified public accountant and was previously employed by both Ernst & Young
and Deloitte & Touche.

         STEVEN J. BALDWIN joined Continucare in September 1997 as Senior Vice
President of Physical Rehabilitation and Ancillary Services. From 1987 to 1995,
Mr. Baldwin served as Chief Operating Officer and later as President of Pro
Rehab, a significant contract service subsidiary of Continental Medical Systems
("CMS") which had acquired Pro Rehab. The sale of Pro Rehab to CMS included a
non-compete for Mr. Baldwin which expired June 30, 1997. From December, 1996 to
prior to joining Continucare, Mr. Baldwin served as a rehab consultant for the
Presbyterian Healthcare System in Charlotte, North Carolina. From 1985 to 1987,
Mr. Baldwin functioned in various senior management positions for Nova Care
during the period it completed its initial public offering. From 1983 to 1984,
Mr. Baldwin conducted speech therapy in a sole practice specializing in
geriatric care.

         NORMAN B. GAYLIS, M.D. joined Continucare in April 1997 upon
consummation of the Arthritis Rehab Acquisition. Dr. Gaylis has been a
practicing rheumatologist in Florida for over twenty years. He is Board
certified in rheumatology, and is an Associate Professor of rheumatology at the
University of Miami School of Medicine.

         CARLIS R. SABINSON joined Continucare in March 1997 as the Vice
President for Compliance and Security. Prior to joining the Company, Mr.
Sabinson served at the Federal Bureau of Investigation (the "FBI") for over
twenty-six years in various capacities, including serving as the head of the
Economic Crime Program in the FBI's Miami Division and as Supervisor of the
FBI's Civil Rights Program. Mr. Sabinson was also an instructor at the FBI
Academy and FBI liaison to the White House, U.S. Supreme Court, and the U. S.
Department of Justice.

         ARTHUR M. GOLDBERG has served as a Director of Continucare since
September 1996. Mr. Goldberg for the past five years has been Chairman of the
Board of Directors, Chief Executive Officer and President of Bally Entertainment
Corp, Chairman of the Board of Directors, President and Chief Executive Officer
of Bally's Casino Holdings, Inc., Chairman of the Board of Directors and Chief
Executive Officer of Bally's Park Place, Inc., GNOC, CORP., Bally's Grand, Inc.
and Bally Total Fitness Holding Corporation. Mr. Goldberg is also the Chairman
of the Board of Directors, President and Chief Executive Officer of Di Giorgio
Corporation and Managing Partner of Arveron Investments L.P. Mr. Goldberg is
also a director of First Union Corporation, a financial services company.

         RICHARD B. FROST has served as a Director of Continucare since
September 1996. Mr. Frost has been Chief Executive Officer and Chairman of the
Board of Directors of Frost Hanna Mergers Group, Inc. ("FH") since its formation
in October 1993. Mr. Frost also serves as a director of Pan American World
Airways, Inc. Mr. Frost was the Chief Executive Officer and Chairman of the
Board of Directors of Frost Hanna Acquisition from April 1993 until January
1996. From June 1992 to May 1994, Mr. Frost held similar positions at Frost
Hanna Halpryn until the merger of Sterling Healthcare, Inc. and Sterling
Healthcare Group, Inc. with and into a wholly-owned subsidiary of Frost Hanna
Halpryn (the "Sterling Merger"). From February 1992 through May 1992, Mr. Frost
was Regional 



                                       3
<PAGE>   4

Director of GKN Securities Corp., a broker-dealer ("GKN"). Mr. Frost was a Vice
President and Branch Manager of Dean Witter Reynolds.

         MARK J. HANNA has served as a Director of Continucare since September
1996. Mr. Hanna also serves as a director of Pan American World Airways, Inc.
Mr. Hanna has been the President and a member of the Board of Directors of FH
since its formation on October 1993. Mr. Hanna was the President and a member of
the Board of Directors of Frost Hanna Acquisition from April 1993 until January
1996. Mr. Hanna held similar positions at Frost Hanna Halpryn from June 1992
until the Sterling Merger in May 1994. From February 1992 through May 1992, Mr.
Hanna was a registered representative with GKN. From January 1992 through
February 1992, Mr. Hanna was a registered representative with Barron Chase
Securities, Inc. From September 1990 through January 1992, Mr. Hanna was a
registered representative with Prudential Bache Securities, Inc.

         ELIAS F. GHANEM, M.D. was appointed to the Board in December 1996. Dr.
Ghanem has been a practicing physician since 1971. Dr. Ghanem created a health
care system in Nevada in 1989. In 1994, Dr. Ghanem expanded his healthcare
products to include a health maintenance organization and a national healthcare
consulting firm.

         The Company's directors do not currently receive any cash compensation
for service on the Board of Directors but may be reimbursed for certain expenses
in connection with attendance at Board of Directors meetings or other meetings
on the Company's behalf. The Company's directors are eligible to receive options
in the Company's Stock Option Plan.


ITEM 10.      EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following table sets forth certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries to or on behalf
of the Company's Chief Executive Officer and each of the most highly compensated
executive officers of the Company whose total annual salary and bonus,
determined as of the end of the fiscal year ended June 30, 1997, exceeded
$100,000 (the "Named Executive Officers"). No executive officer of the Company's
predecessor was paid in excess of $100,000 in fiscal years 1996 or 1995.

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                       LONG-TERM
                                                                                      COMPENSATION
                                                                                      ------------
                                     ANNUAL COMPENSATION                                 NO. OF   
                            -------------------------------------        OTHER         SECURITIES 
        NAME AND             FISCAL                                     ANNUAL         UNDERLYING       ALL OTHER
   PRINCIPAL POSITION         YEAR      SALARY ($)     BONUS ($)     COMPENSATION       OPTIONS       COMPENSATION
   ------------------         ----      ----------     ---------     ------------       -------       ------------
                                                                                      
<S>                          <C>        <C>            <C>           <C>              <C>             <C>
Charles M. Fernandez,
  President and Chief         1997        327,880        20,000          36,360(1)          -0-            -0-
  Executive Officer.....

Susan Tarbe, Executive
  Vice President and
  General Counsel.......      1997         97,000        40,000(2)          -0-(3)       100,000          1,118(4)
</TABLE>

-------------------

(1) Includes $13,155 in car allowance and $20,205 in insurance benefits.

(2) Includes a signing bonus in the amount of $2,500 and a bonus paid in
    September 1997 for services rendered in fiscal 1997.

(3) The total perquisites and other personal benefits provided is less than
    10% of the total annual salary and bonus to such officer.

(4) Reflects matching contributions to the Company's 401(k) plan which is
    earned during fiscal 1997 but not paid until December 31, 1997.


                                       4
<PAGE>   5


         The Company has entered into employment agreements with Charles M.
Fernandez, Susan Tarbe, Norman B. Gaylis and Joseph P. Abood. Mr. Fernandez's
employment agreement is for a term of three years plus one additional year for
each year of service and became effective on September 11, 1996, and provides
for an annual base salary of $350,000 and a bonus of $100,000 payable in 20
equal installments of $5,000 over the first five years of such agreement.
Pursuant to the terms of Mr. Fernandez's employment agreement, he may receive
additional bonuses at the discretion of the Board. Mr. Fernandez is prohibited
from competing with the Company for the duration of his employment agreement and
for a period of two years thereafter unless he is terminated without cause, and
he is additionally prohibited from disclosing confidential information.

         Ms. Tarbe's employment agreement, as amended, is for a term of three
years commencing September 23, 1996, and provides for an annual base salary of
$180,000 and a bonus as may be determined by the Chairman and approved by the
Board. Under the terms of Ms. Tarbe's employment agreement, she received an
option to purchase 100,000 shares of the Company at $5.00 per share, of which
20,000 shares vested one year from the date of grant and the remaining 80,000
shares will vest pro rata on the second, third and fourth anniversary of the
dates of grant. The option vested 20% on the first anniversary of the date of
grant and the remaining 80,000 shares vest pro rata on the second, third and
fourth anniversaries of the grant. Upon a change in control of the Company, Ms.
Tarbe is entitled to an acceleration of the remainder of her employment
agreement and automatic vesting of any unvested portion of her aforementioned
warrant. Ms. Tarbe is prohibited from competing with the Company for the
duration of her employment agreement and for a period of ninety days thereafter
unless she is terminated without cause, and she is additionally prohibited from
disclosing confidential information.

         Dr. Gaylis's employment agreement is for a period of four years
commencing April, 1997, and provides for an annual base salary of $450,000
renewable at the sole discretion of the Company, subject to adjustment upon
certain conditions. Under the terms of Dr. Gaylis' employment agreement, Dr.
Gaylis is entitled to annual incentive compensation of 50% of earnings before
interest, taxes, depreciation and amortization ("EBITDA") derived from his
professional services at designated offices where EBITDA is in excess of
$365,000. Dr. Gaylis is prohibited from competing with the Company and
soliciting any employee or contractor of the Company for the duration of his
employment agreement and for a period of two years thereafter. Additionally, Dr.
Gaylis is prohibited form disclosing confidential information.

         Mr. Abood's employment agreement is for a period of two years
commencing October 20, 1997 and provides for (i) a base salary of $115,000 for
the first year and $120,000 for the second year and (ii) guaranteed bonus
payments of $10,000 annually with additional bonus as may be determined at the
sole discretion of the Chief Executive Officer or the Company's Board of
Directors. Under the terms of Mr. Abood's employment agreement, he received an
option to purchase 50,000 shares of the Company at $6.25 per share, of which
10,000 shares vested upon execution of the employment agreement and 15,000
shares vest on the first and second anniversaries of the date of grant. Mr.
Abood is prohibited from competing with the Company for the duration of his
employment agreement and for a period of six months, unless terminated without
cause, and he is prohibited form soliciting the Company's employees for a period
of one year following termination of employment. Additionally, Mr. Abood is
prohibited from disclosing confidential information.

OPTION GRANTS DURING FISCAL 1997

         OPTION GRANTS TABLE. The following table sets forth certain information
concerning grants of stock options made during fiscal 1997 to each of the Named
Executive Officers. The Company did not grant any stock appreciation rights in
fiscal 1997.



                                       5
<PAGE>   6


<TABLE>
<CAPTION>

                                        INDIVIDUAL OPTION GRANTS IN 1997
-----------------------------------------------------------------------------------------------------------------
                              SHARES OF COMMON
                              STOCK UNDERLYING      % OF TOTAL GRANTED
           NAME                OPTIONS GRANTED         TO EMPLOYEES       OPTION PRICE ($)     EXPIRATION DATE
           ----                ---------------         ------------       ----------------     ---------------

<S>                           <C>                   <C>                   <C>                  <C>
Susan Tarbe                        100,000               115,000               $5.00               9/23/06
</TABLE>


AGGREGATED OPTION EXERCISES IN 1997 AND YEAR END OPTION VALUES

         The following table sets forth information with respect to (i) the
number of unexercised options held by the Names Executive Officers as of June
30, 1997, and (ii) the value as of June 30, 1997 of unexercised in-the-money
options. No options were exercised by any of the Named Executive Officers in
1997.

<TABLE>
<CAPTION>
                                     NUMBER OF SECURITIES                          VALUE OF UNEXERCISED
                               UNDERLYING UNEXERCISED OPTIONS                      IN-THE-MONEY OPTIONS
                                       AT JUNE 30, 1997                           AT JUNE 30, 1997 ($)(1)
                              ----------------------------------            ------------------------------------
                              EXERCISABLE           UNEXERCISABLE           EXERCISABLE            UNEXERCISABLE
                              -----------           -------------           -----------            -------------
<S>                           <C>                   <C>                     <C>                    <C>   
Susan Tarbe                        0                   100,000                   0                    87,500
</TABLE>
-------------------

(1)      Market value of shares covered by in-the-money options on June 30,
         1997, less option exercise price. Options are in-the-money if the
         market value of the shares covered thereby is greater than the option
         exercise price.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of the Company's outstanding Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock. Such persons are required by SEC
regulation to furnish the Company with copies of all such reports they file.

         To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners have been
satisfied.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of September 15,
1997 concerning the beneficial ownership of the Common Stock by (i) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each of the directors of the Company, and (iii)
all executive officers and directors of the Company as a group. All holders
listed below have sole voting power and investment power over the shares
beneficially owned by them, except to the extent such power may be shared with
such person's spouse.


                                       6
<PAGE>   7

<TABLE>
<CAPTION>
NAME AND ADDRESS                        AMOUNT AND NATURE OF          PERCENT OF
OF BENEFICIAL OWNER                    BENEFICIAL OWNERSHIP(1)      COMMON STOCK(2)
-------------------                    -----------------------      ---------------

<S>                                    <C>                          <C>   
Charles M. Fernandez                       1,616,667(3)                  14.85%
   100 S.E.  Second Street
   36th Floor
   Miami, FL 33131

Susan Tarbe                                   20,000(4)                       *
   100 S.E.  Second Street
   36th Floor
   Miami, FL 33131

Arthur M. Goldberg                           925,000(5)                   8.49%
   3930 Howard Hughes Parkway
   Las Vegas, Nevada 89109

Dr. Phillip Frost                          1,068,333(6)                   9.81%
   4400 Biscayne Boulevard
   Miami, FL 33137

Richard B. Frost                             306,000                      2.81%
   7700 W. Camino Real
   Boca Raton, FL 33433

Mark J. Hanna                                307,000                      2.82%
   7700 W. Camino Real
   Boca Raton, FL 33433

Douglas Miller                               955,666(7)                   8.78%
   303 Egret Lane
   Fort Lauderdale, FL 33327

Barry Goldstein                              940,666(7)                   8.64%
   1900 N.E. 211th Street
   North Miami Beach, FL 33179

All directors and executive officers
  as a group (10 persons)                  4,243,000                     38.97%
</TABLE>

-----------------------------------

 *  Less than one percent.

(1) For purposes of this table, beneficial ownership is computed pursuant
    to Rule 13d-3 under the Exchange Act; the inclusion of shares as
    beneficially owned should not be construed as an admission that such
    shares are beneficially owned for purposes of the Exchange Act. Under
    the rules of the Securities and Exchange Commission, a person is deemed
    to be a "beneficial owner" of a security he or she has or shares the
    power to vote or direct the voting of such security or the power to
    dispose of or direct the disposition of such security. Accordingly,
    more than one person may be deemed to be a beneficial owner of the same
    security.

(2) Based on 10,888,993 shares outstanding as of September 15, 1997.

(3) All of the shares of Common Stock are owned of record by the Fernandez
    Family Limited Partnership.

(4) Represents shares of Common Stock underlying options granted which are
    currently exercisable.


                                       7
<PAGE>   8

(5) All of the shares of Common Stock owned beneficially by Arthur M.
    Goldberg are owned of record by Sailfish Investments, LLC. The members
    of Sailfish Investments, LLC are Mr. Goldberg and the Arthur M.
    Goldberg Lifetime Trust.

(6) Includes (i) 1,058,333 shares owed beneficially by Frost Nevada Limited
    Partnership and (ii) 10,000 shares owned by Dr. Frost individually.

(7) Messrs. Miller and Goldstein have each agreed not to sell more than
    15,000 shares of Common Stock during any 30-day period.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During fiscal 1997, the Company was obligated to Charles M. Fernandez
for a note payable in the amount of $599,750 (the "Fernandez Note"). The
Fernandez Note was paid in full in August 1997. The Fernandez Note bore
interest at 10% per annum and matured on February 12, 1998. Accrued interest and
interest expense related to this note was $60,923 as of and for the period ended
June 30, 1997.

         During the 1996 and 1997 fiscal years, the Company received management
fees of $344,000 and $878,000, respectively for managing four facilities owned
by a company that is controlled by Douglas Miller and Barry Goldstein, each of
whom own more than 5% of the Company's Common Stock. In addition, during the
1996 and 1997 fiscal years, the actual costs of expenses incurred by such
company for managerial and administrative services performed by it on behalf of
Continucare was $408,000 and $314,000, respectively. Also, at the time of the
Merger with Zanart, Continucare entered into consulting agreements with two
companies controlled by Messrs. Miller and Goldstein. Under such consulting
agreements, Messrs. Miller and Goldstein were paid consulting fees of $188,000
and $199,000, respectively, during fiscal 1997. All of these arrangements were
terminated during the 1997 fiscal year, at which time the Company redeemed an
aggregate of 1,262,000 shares of Common Stock from Messrs. Miller and Goldstein.


                                       8
<PAGE>   9

                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a)(1)   Financial Statements

                  Reference is made to the Index set forth on page F-1 of this
                  Annual Report on Form 10-KSB.

         (a)(2)   Financial Statement Schedules

                  None

         (a)(3)   Exhibits

         3.1      Restated Articles of Incorporation of Company, as amended. (4)
                  (Exhibit 3.1)

         3.2      Restated Bylaws of Company. (4) (Exhibit 3.2)

         4.1      Form of certificate evidencing shares of Common Stock. (4)
                  (Exhibit 4.1)

         10.1     Employment Agreement between the Company and Charles M.
                  Fernandez dated as of September 11, 1996. (2) (Exhibit 10.36)

         10.2     Employment Agreement between the Company and Susan Tarbe dated
                  as of September 23, 1996.(3)

         10.3     Agreement and Plan of Merger by and among Continucare
                  Corporation, Zanart Entertainment Incorporated and Zanart
                  Subsidiary, Inc. dated August 9, 1996. (1) (Exhibit 2)

         10.4     Stock Purchase Agreement dated April 10, 1997 by and among
                  Continucare Corporation, Continucare Physician Practice
                  Management, Inc., AARDS, Inc. and Sheridan Healthcorp. Inc.
                  (6) (Exhibit 10.1)

         10.5     Stock Purchase Agreement dated April 10, 1997 by and among
                  Continucare Corporation, Continucare Physician Practice
                  Management, Inc., Rosenbaum, Weitz & Ritter, Inc. and Sheridan
                  Healthcorp, Inc. (6) (Exhibit 10.2)

         10.6     Stock Purchase Agreement dated April 10, 1997 by and among
                  Continucare Corporation, Continucare Medical Management, Inc.,
                  Arthritis & Rheumatic Disease Specialties, Inc. and Sheridan
                  Healthcare, Inc. (6) (Exhibit 10.3)

         10.7     Acquisition Facility ($3,000,000), Revolving Credit Facility
                  ($2,000,000) and Security Agreement among Continucare
                  Corporation, Borrower, and First Union National Bank of
                  Florida, dated November 14, 1996, as amended on March 4, 1997.
                  (7) (Exhibit 10.7)

         10.8     Lease Agreement, dated as of the 29th day of August 1996,
                  between Miami Tower Associates Limited Partnership and
                  Continucare Corporation, as amended (8)

         10.9     Physician Employment Agreement, dated as of the 10th day of 
                  April, 1997, by and between Arthritis and Rheumatic Disease
                  Specialties, Inc. and Norman Gaylis, M.D. (8)

         10.10    First Amendment, dated as of the 17th day of September, 1997,
                  to Employment Agreement, dated August 23, 1996, between the
                  Company and Susan Tarbe. (8)

         10.11    Employment Agreement, dated as of the 20th day of October,  
                  1997, by and between Continucare Corporation and Joseph P. 
                  Abood. (8)
                  
         11.1     Computation of Earnings Per Common Share. (7)

         16.1     Acknowledgment letter from Arthur Andersen LLP regarding its
                  dismissal as the Company's independent public accountants. (5)


                                       9
<PAGE>   10

         21.1     Subsidiaries of the Company. (7)

         27.1     Financial Data Schedule (7)

Documents incorporated by reference to the indicated exhibit to the following
filings by the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934

         (1)      Current Report Form 8-K dated August 9, 1996.

         (2)      Form 10-KSB filed with the Commission on September 30, 1996.

         (3)      Form 10-KSB filed with the Commission on October 21, 1996.

         (4)      Post Effective Amendment No. 1 to the Registration Statement
                  on SB-2 on Form S-3 Registration Statement filed on October
                  29, 1996.

         (5)      Form 8-K/A filed with the Commission on December 3, 1996.

         (6)      Form 8-K filed with the Commission on April 25, 1997.

         (7)      Form 10-KSB filed with the Commission on October 29, 1997.

         (8)      Filed herewith.

(b)      There was one report on Form 8-K filed with the SEC in the fourth
         quarter of fiscal 1997. The Form 8-K was filed on April 25, 1997 and
         amended on Form 8-K/A filed on June 24, 1997 regarding the acquisition
         of certain arthritis rehabilitation centers and affiliated physician
         practices from Sheridan Healthcorp, Inc.



                                       10
<PAGE>   11


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.


                                   CONTINUCARE CORPORATION



                                   By:  /s/ Charles M. Fernandez
                                        --------------------------------------
                                        Charles M. Fernandez
                                        Chairman of the Board, Chief Executive
                                        Officer, and President


Dated: October 28, 1997





<PAGE>   12


                                 EXHIBIT INDEX


      Exhibit   Description
      -------   -----------

       10.8     Lease Agreement, dated as of the 29th day of August 1996,
                between Miami Tower Associates Limited Partnership and
                Continucare Corporation, as amended.

       10.9     Physician Employment Agreement, dated as of the 10th day of 
                April, 1997, by and between Arthritis and Rheumatic Disease
                Specialties, Inc. and Norman Gaylis, M.D.

       10.10    First Amendment, dated as of the 17th day of September, 1997,
                to Employment Agreement, dated August 23, 1996, between the
                Company and Susan Tarbe.

       10.11    Employment Agreement, dated as of the 20th day of October, 1997,
                by and between Continucare Corporation and Joseph P. Abood.