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): MARCH 16, 2000

                              ___________________

                        CONCENTRA OPERATING CORPORATION
             (Exact name of Registrant as specified in its charter)

          Nevada                       001-15699                75-282260
      (State or other            (Commission File Number)    (I.R.S. Employer
jurisdiction of incorporation)                            Identification Number)

 5080 Spectrum Drive
Suite 400 - West Tower                                             75001
   Addison, Texas                                               (Zip code)
(Address of principal
 executive offices)



       Registrant's telephone number, including area code: (972) 364-8000

                                312 Union Wharf
                          Boston, Massachusetts 02109
                 (former address if changed since last report)


Item 5. Other Events

See the press release attached hereto as Exhibit 99.1 dated March 16, 2000
announcing Concentra Operating Corporation's closing of its exchange offer for
$190,000,000 13% Series A Senior Subordinated Notes due 2009 and its acceptance
of $175,000,000 in principal amount of notes tendered for exchange.

Item 7. Financial Statements and Exhibits

(c) Exhibits

99.1  Press Release of the Registrant dated March 16, 2000


                                   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 thereunto duly authorized.



                            CONCENTRA OPERATING CORPORATION
                            (Registrant)


                            By:   /s/ Richard A. Parr II
                                  ---------------------------------------------
                            Name:   Richard A. Parr II
                            Title:  Executive Vice President, General Counsel &
                                    Secretary

Date:  March 20, 2000


                               INDEX TO EXHIBITS

EXHIBIT
NUMBER

99.1  Press Release of Registrant dated March 16, 2000