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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K


               Current Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


                                 June 7, 1999
                                Date of Report
                       (Date of earliest event reported)


                   OCCUPATIONAL HEALTH + REHABILITATION INC
            (Exact name of registrant as specified in its charter)

                                   Delaware
                (State or other jurisdiction of incorporation)

             0-21428                              13-3464527
    (Commission File Number)           (IRS Employer Identification No.)

                          175 Derby Street, Suite 36
                  Hingham, Massachusetts           02043-4058
              (Address of principal executive offices) (Zip code)

                                (781) 741-5175
             (Registrant's telephone number, including area code)

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Item 5.   Other Events
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            As previously disclosed in the Company's Form 10-Q for the quarterly
          period ended March 31, 1999, on April 15, 1999 the Nasdaq Stock Market
          ("Nasdaq"), informed the Company that in Nasdaq's opinion the Company
          had a deficiency with regard to Nasdaq's continuing listing standards
          for the Nasdaq Small Cap Market due to the Company's failure to
          maintain net tangible assets of at least $2,000,000.  The NASD Manual
          defines net tangible assets  as total assets (including the value of
          patents, copyrights, and trademarks but excluding the value of
          goodwill) less total liabilities.  Nasdaq's position was that in
          addition to the total liabilities set forth on the Company's balance
          sheet the value of the Company's minority interest and Series A
          Redeemable Convertible Preferred Stock ("Series A") should also be
          deducted as liabilities from the value of the Company's total assets.
          These two additional deductions would cause the Company to fail to
          satisfy the standard.  The Company's position was that these two items
          in accordance with accounting industry and SEC guidelines were not
          liabilities and should not be deducted for purposes of determining net
          tangible assets.  Thus, the Company believed it had satisfied this
          requirement.  The Company presented its position to Nasdaq at a
          hearing on April 30, 1999.  On June 7, 1999, Nasdaq issued a written
          determination to delist the Company's securities from  The Nasdaq
          Small Cap Market effective with the close of business on such date.
          Nasdaq concluded that the Series A was not permanent equity and that
          it therefore should be excluded from the calculation of net tangible
          assets.

            The Company still believes this calculation of its net tangible
          assets is inappropriate, and has requested that the Nasdaq Review
          Council review this decision.  There can be no assurance, however,
          that the Review Council will concur with the Company.  Further, the
          Company's request for review does not operate as a stay on the
          decision to delist.

            The securities of the Company are now eligible to trade on the OTC
          Bulletin Board. As a result of the trading on the OTC, however, an
          investor could find it more difficult to purchase or dispose of, or to
          obtain accurate quotations as to the market value of, the Company's
          Common Stock, and the cumulative effect of the same could cause a
          decline in the market price of the Common Stock. In addition, at the
          time the Company's Common Stock was delisted from trading on Nasdaq,
          and as long as the trading price of the Common Stock remains below
          $5.00 per share, trading in the Common Stock also became subject to
          certain rules promulgated under the Securities Exchange Act of 1934,
          as amended, which require additional disclosure of the risks related
          to penny stocks by broker-

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          dealers in connection with any trades involving a stock defined as
          penny stock (generally any non-Nasdaq equity security that has a
          market price of less than $5.00 per share, subject to certain
          exceptions). In addition, broker-dealers must make investor
          suitability determinations with regard to transactions in penny stocks
          and are subject to various sales practices requirements. These
          additional burdens imposed upon broker-dealers by such requirements
          could discourage broker-dealers from effecting transactions in the
          Common Stock, which could limit the market liquidity of the Common
          Stock.

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