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): January 22, 2004

METROPOLITAN HEALTH NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Florida		333-5884-A		65-0635748
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

250 Australian Avenue South, Suite 400, West Palm Beach, Florida 33401

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (561) 805-8500

(Former name or former address, if changed since last report)

ITEM 5. OTHER EVENTS.

On January ___, 2004, Metropolitan Health Networks, Inc. (“Metcare”) announced that Metcare has reached an agreement on terms with Michael Earley to continue as President and Chief Executive Officer.  The Company also announced the resignation of Frederick Sternberg from the Board of Directors.  A copy of the press release is attached hereto.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)  Exhibits

99.1		Metcare Press Release dated January ___, 2004

SIGNATURE

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

		METROPOLITAN HEALTH NETWORKS, INC.
		By:        /s/ MICHAEL M. EARLEY
		Name:   MICHAEL M. EARLEY
		Title:  PRESIDENT AND CHIEF EXECUTIVE                        OFFICER

Dated: January 22, 2004