As filed with the Securities and Exchange Commission on April 26, 2004

                                                 Registration No. 333-__________

                              Washington, DC 20549
                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933
                                 SURGICARE, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                     58-1597246
  (State or other jurisdiction                        (I.R.S. Employer
       of incorporation or                         Identification Number)

 12727 Kimberley Lane, Suite 200                        Keith LeBlanc
      Houston, Texas 77024                     12727 Kimberley Lane, Suite 200
         (713) 973-6675                             Houston, Texas 77024
(Address, including zip code, and                      (713) 973-6675
   telephone number, including               (Name, address, including zip code,
   area code, of registrant's                  and telephone number, including
  principal executive offices)                area code, of agent for service)

                        Individual Compensation Agreement
                            (Full Title of the Plans)
                                    copy to:
                                   Lee Polson
                            Strasburger & Price, LLP
                         600 Congress Avenue, Suite 2600
                               Austin, Texas 78701
                               512-536-5719 (fax)

                         CALCULATION OF REGISTRATION FEE


         Title of                                   Proposed Maximum       Proposed Maximum        Amount of
     Securities To Be           Amount Being         Offering Price            Aggregate         Registration
        Registered             Registered(1)          Per Share(2)         Offering Price(2)          Fee
Common Stock, par value
$0.005 per share                  540,000                $0.40                 $216,000             $27.37

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as  amended,  the
     number of shaes of the registrant's common stock registered hereunder will
     be  adjusted  in the event of stock  splits,  stock  dividends  or  similar

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fe pursuant to Rule 457(h),  based on the average of the high
     and low  prices of the  common  stock as  reported  by the  American  Stock
     Exchange on April 16, 2004.

                                     PART II

Item 3.      Incorporation of Documents by Reference

The following documents filed by the registrant (SEC file number 001-16587) with
the Commission are hereby incorporated by reference:

Form 10-KSB for fiscal year ended December 31, 2003, filed with the Commission
on April 14, 2004;

The description of registrant's common stock contained in its Registration
Statement on Form 10-SB/A filed with the Commission on January 28, 2000.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. The statements in this document will
modify and supercede any inconsistent statements contained in a document
incorporated or deemed incorporated in this prospectus. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.

Item 4.      Description of Securities

             Not Applicable.

Item 5.      Interest of Named Experts and Counsel

             Not Applicable.

Item 6.      Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law provides that a corporation
may indemnify directors and officers as well as other employees and individuals
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement in connection with various actions, suits or proceedings, whether
civil, criminal, administrative or investigative other than an action by or in
the right of the corporation, a derivative action, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses including attorneys' fees
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.

Registrant's bylaws provide that registrant shall indemnify its directors,
officers, employees and agents to the fullest extent permitted by the general
corporation law of Delaware and the Certificate of Incorporation.

Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise before
such amendment or repeal.

The Securities and Exchange Commission has stated that, in its opinion,
indemnification of officers and directors for violations of federal securities
laws is unenforceable and void as a matter of public policy.

Item 7.      Exemption from Registration Claimed

             Not Applicable.

Item 8.      Exhibits

             The following exhibits are filed as part of this Registration

Exhibit No.                       Identification of Exhibit

5.1      Opinion of Strasburger & Price, LLP, regarding legality
23.1     Consent of Counsel (included in Exhibit 5.1)
23.2     Consent of Weinstein Spira & Company, P.C., independent public
23.3     Consent of Mann Frankfort Stein and Lipp CPA's, LLP., independent
         public accountants
99.1     Compensation Agreement dated March 20, 2004 between S.E. Altman and
         SurgiCare, Inc.

Item 9.      Undertakings

The undersigned registrant undertakes:

         (a) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:

                (1) include any prospectus required by section 10(a)(3) of the
Securities Act.

                (2) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and notwithstanding the forgoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospects filed with the Commission as required by to
Rule 424(b) if, in the aggregate, the changes in the volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration

                (3) To include any additional or changed material information on
the plan of distribution.

         (b) That, for determining liability under the Securities Act of 1933,
the Registrant will treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

         (c) To remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the end of the offering.

The undersigned Registrant undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report as required by Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Because indemnification for liabilities arising under the Securities Act of 1933
may be permitted for directors, officers, and controlling persons of the
Registrant according to the provisions set forth or described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. If a claim for indemnification against such

liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on April 26, 2004.

                                     SURGICARE, INC.

                                     By:   /S/ Keith LeBlanc
                                          Keith LeBlanc, Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

Signature                      Title                             Date

/s/ Keith LeBlanc              President and Chief               April 26, 2004
--------------------------     Executive Officer
Keith LeBlanc

/s/ Phillip C. Scott           Chief Financial Officer           April 26, 2004
--------------------------     and Secretary
Phillip C. Scott

/s/ Michael Mineo              Director                          April 26, 2004
Michael Mineo, D.P.M.

/s/ Bruce Miller               Director                          April 26, 2004
Bruce Miller, D.P.M.

/s/ Sherman Nagler             Director                          April 26, 2004
Sherman Nagler, D.P.M.

/s/ Jeffrey Penso              Director                          April 26, 2004
Jeffrey Penso, D.P.M.