SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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        Date of Report (Date of earliest event reported): March 30, 2004



                          OPTICARE HEALTH SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


         Delaware                     1-15223                    76-0453392
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    (State or Other                 (Commission                (IRS Employer
    Jurisdiction of                 File Number)             Identification No.)
    Incorporation)


               87 Grandview Avenue, Waterbury, Connecticut 06708
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               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (203) 596-2236





ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits.

         99.1     The Registrant's Press Release dated March 30, 2004.

              This press release is being furnished pursuant to Item 12 of this
              Current Report on Form 8-K and shall not be deemed "filed" for
              purposes of Section 18 of the Securities Exchange Act of 1934 (the
              "Exchange Act") or otherwise subject to the liabilities of that
              Section, nor shall it be deemed incorporated by reference in any
              filing under the Securities Act of 1933 or the Exchange Act.


ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On March 30, 2004, the Registrant issued a press release to report its financial
results for the quarter and year ended December 31, 2003. A copy of the press
release is furnished pursuant to this Item 12 as Exhibit 99.1 to this current
report on Form 8-K.

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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.


                                       OPTICARE HEALTH SYSTEMS, INC.
                                       (Registrant)



Date: March 30, 2004                   /s/ William A. Blaskiewicz
                                       --------------------------
                                       Name: William A. Blaskiewicz
                                       Title: Vice President and Chief Financial
                                               Officer



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                                  EXHIBIT INDEX

Exhibit
Number         Description
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99.1           The Registrant's Press Release dated March 30, 2004.







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