Exhibit 32.1


                        CERTIFICATIONS UNDER SECTION 906


       Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), each
of the undersigned officers of OptiCare Health Systems, Inc., a Delaware
corporation (the "Company"), does hereby certify, to such officer's knowledge,
that:

       The Annual Report for the year ended December 31, 2003 (the "Form
10-K/A") of the Company fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, and the information contained in
the Form 10-K/A fairly presents, in all material respects, the financial
condition and results of operations of the Company.




       Dated:  September 2, 2004    /s/ Dean J. Yimoyines, M.D.
                                    ---------------------------
                                    Dean J. Yimoyines, M.D.
                                    Chairman of the Board and
                                    Chief Executive Officer
                                    (Principal Executive Officer)



       Dated:  September 2, 2004    /s/ William A. Blaskiewicz
                                    --------------------------
                                    William A. Blaskiewicz
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.