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): May 6, 2002

                               -------------------

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

            Nevada                     001-15699                75-2822620
       (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

                                 Not Applicable
                  (former address if changed since last report)




Item 5. Other Events

See the press release attached hereto as Exhibit 99.1 dated May 6, 2002,
announcing Concentra Operating Corporation's financial results for the quarter
ended March 31, 2002.

Item 7. Financial Statements and Exhibits

(c) Exhibits

99.1  Press Release of the Registrant dated May 6, 2002





                                   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: May 9, 2002



                                INDEX TO EXHIBITS

EXHIBIT
NUMBER

99.1     Press Release of the Registrant dated May 6, 2002