CONCENTRA MANAGED CARE INC
8-A12G/A, 1999-01-07
SPECIALTY OUTPATIENT FACILITIES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                   Form 8-A/A
                           Amendment No. 1 to Form 8-A

                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934



                          CONCENTRA MANAGED CARE, INC.
             (Exact name of registrant as specified in its charter)


                Delaware                               04-3363415
(State of incorporation or organization)             (I.R.S. employer 
                                                      identification number)

                      312 Union Wharf, Boston, MA             02109
                (Address of principal executive offices)   (Zip Code)


If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c)(1), please check the following box. |_|

If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c)(2), please check the following box. |X|

Securities to be registered pursuant to Section 12(b) of the Act:

                                      NONE
                                (Title of Class)

                            
                                (Title of Class)

Securities to be registered pursuant to Section 12(g) of the Act:


   Title of each class                        Name of each exchange on which
   to be so registered                        each class is to be registered

4.5% Convertible Notes due 2003                    NASDAQ Small Cap Market
Common Stock, par value $.01 per share               NASDAQ
 
<PAGE>




                 Information Required in Registration Statement

Item 1.       Description of Registrant's Securities to be Registered

         The  information  set forth in the  Section  entitled  "Description  of
Capital Stock" in the Concentra Managed Care, Inc. (the "Company")  Registration
Statement  on Form S-3  (File  No.  333-52585)  filed  with the  Securities  and
Exchange  Commission  on May  13,  1998,  as  amended,  including  any  form  of
prospectus  contained therein filed by the Company pursuant to Rule 424(b) under
the  Securities  Act of 1933,  as amended  (the  "Registration  Statement"),  is
incorporated herein by reference.

Item 2.       Exhibits

         NONE

                     [Rest of Page Intentionally Left Blank]



<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  as  amended,  the  Registrant  has duly  caused  this  Form  8-A/A
Registration  Statement to be signed on its behalf by the  undersigned,  thereto
duly authorized.


                                     CONCENTRA MANAGED CARE, INC.



                                 By: /s/ Richard A. Parr
                                     Name: Richard A. Parr II, Esq.
                                     Title:   Executive Vice President and
                                              General Counsel
Dated:  January  7, 1999

HWD:  381785-1


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