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


       Date of Report (Date of earliest event reported): February 4, 2003


                                CARECENTRIC, INC.

               (Exact name of registrant as specified in charter)




                                                                          

               Delaware                               000-22162                            22-3209241
    (State or other jurisdiction of           (Commission File Number)          (IRS Employer Identification No.)
            incorporation)




        2625 Cumberland Parkway
               Suite 310                                   30339
           Atlanta, Georgia                             (Zip Code)
         (Address of principal
          executive offices)

       (Registrant's telephone number including area code) (678) 264-4400










ITEM 5.  OTHER EVENTS.

     On February 4, 2003,  CareCentric,  Inc. issued a press release regarding a
proposal  to take  the  company  private.  CareCentric  hereby  incorporates  by
reference  herein the  information set forth in its Press Release dated February
4, 2003,  a copy of which is annexed  hereto as Exhibit  99.1,  and the proposal
letter from an investor  group  consisting of John E. Reed,  Stewart B. Reed and
James A. Burk, a copy of which is annexed hereto as Exhibit 99.2.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements.

         Not Applicable.

     (b) Pro Forma Financial Information.

         Not Applicable.

     (c) Exhibits.

EXHIBIT
NUMBER           DESCRIPTION
-------          -----------

99.1             Press Release dated February 4, 2003
99.2             Proposal Letter dated January 28, 2003


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                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    CARECENTRIC, INC.




Date: February 4, 2003              By:  /s/  John R. Festa
                                       -----------------------------------------
                                         John R. Festa
                                         Chief Executive Officer
                                         (Principal Executive Officer)





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