UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 2

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: June 30, 2007

OR

o		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: 001-12115

CONTINUCARE CORPORATION

(Exact name of registrant as specified in its charter)

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

7200 Corporate Center Drive,
Suite 600
Miami, Florida 33126
(Address of principal executive offices)

(305) 500-2000
(Registrant’s telephone number, including area code:)

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

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o     No x

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No x

     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 o

     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-K.     x

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer o		Accelerated filer x		Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes     x No

     The aggregate market value of the voting common stock held by non-affiliates of the registrant on December 31, 2006 was approximately $79,025,000.

     As of April 23, 2008, the registrant had outstanding 67,741,803 shares of Common Stock, $.0001 par value per share.

     Documents Incorporated by Reference: None.

EXPLANATORY NOTE

Continucare Corporation (the “Registrant”) is filing this Amendment No. 2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 for the sole purpose of revising the certifications filed as Exhibits 31.1 and 31.2 thereto in order to correct certain inadvertent omissions made therein. This Amendment No. 2 on Form 10-K/A is not intended to update any other information presented in the Annual Report as originally filed or as subsequently amended by Amendment No. 1 on Form 10-K/A to the Registrant’s Annual Report filed on October 26, 2007.

 

 

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits

The following is a list of exhibits filed as part of this Amendment No. 2 to the Annual Report on Form 10-K/A.

Exhibit
Number				Description		Method Filing
	31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed herewith.
	31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed herewith.

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.

Dated: April 28, 2008

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE		TITLE		DATE
/s/ Richard C. Pfenniger, Jr.   Richard C. Pfenniger, Jr.		Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer)		April 28, 2008
/s/ Fernando L. Fernandez   Fernando L. Fernandez		Senior Vice President — Finance, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)		April 28, 2008
/s/ Luis Cruz, M.D.   Luis Cruz, M.D.		Vice Chairman of the Board and Director		April 28, 2008
/s/ Robert J. Cresci   Robert J. Cresci		Director		April 28, 2008
/s/ Phillip Frost, M.D.   Phillip Frost, M.D.		Director		April 28, 2008
/s/ Neil Flanzraich   Neil Flanzraich		Director		April 28, 2008
/s/ Jacob Nudel, M.D.   Jacob Nudel, M.D.		Director		April 28, 2008
/s/ A. Marvin Strait   A. Marvin Strait		Director		April 28, 2008

EXHIBIT INDEX

Exhibit
Number				Description
	31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.