SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               InterCare.com, Inc.
             (Exact name of registrant as specified in its charter)



    (State of incorporation)             (I.R.S. Employer Identification No.)
             CALIFORNIA                                  95-4304537



          (Address of principal executive offices)          (Zip Code)
           900 Wilshire Boulevard suite 500                     90017
                     Los  Angeles,  CA

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

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

              Not  applicable                    None

  If  this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following  box.   [_]


  If  this Form relates to the registration of a class of debt securities and is
to  become  effective  simultaneously  with  the  effectiveness  of a concurrent
registration  statement  under  the  Securities  Act of 1933 pursuant to General
Instruction  A.(c)(2),  please  check  the  following  box.  [_]

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

                           Common Stock, No par value

                                (Title of class)



































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

The  information  contained  in  "Description  of  Capital  Stock"  in  the
Registrant's  Registration  Statement on Form SB-2/A filed on August 8, 2000,
is hereby incorporated by  reference.

Item  2.  Exhibits.

The  following  exhibits  are  filed  as  part  of  this Registration Statement:

                   1.   Certificate  of  Incorporation  of  InterCare.Com,  Inc.
                        a  California  corporation,  as  amended  to  date,
                        incorporated  by  reference  to  Exhibit  3.1  to  the
                        Registrant's  Form  SB-2/A  Registration  Statement.

                   2.   Bylaws  of  InterCare.com, a California Corporation
                        incorporated  by  reference  to  Exhibit  3.3  to  the
                        Registrant's  Form  SB-2/A  Registration  Statement

3.     OPINION  RE  LEGALITY
Incorporated  by  reference  to  Exhibit  5.1  to  the Registrant's  Form
SB-2/A  Registration  Statement

4.     CONSENT  OF  INDEPENDENT  ACCOUNTANT
Incorporated  by  reference  to  Exhibit  23.2  to  the Registrant's  Form
SB-2/A  Registration  Statement





                                 SIGNATURE

Pursuant  to  the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its  behalf  by  the  undersigned,  thereto  duly  authorized.

InterCare.com,  Inc.


Date:  August  8,  2000

                                    By:  /s/  Anthony  C.  Dike
                                       ___________________________________
                                       Anthony  C.  Dike,  Secretary
                                       Chairman,  Chief  Executive  Officer