8-K

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                       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: February 9, 1998


                        Complete Wellness Centers, Inc.
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            (Exact Name of Registrant as specified in its Charter)

        Delaware                      0-22115                  52-1910135
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(State or other jurisdiction    (Commission File No.)       (I.R.S. Employer
  or corporation)                                          Identification No.)

725 Independence Avenue, SE                                       
Washington, DC                                                    20003
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(Address of Principal                                           (Zip Code)
 Executive Offices)

Registrant's telephone number, including area code: (202) 543-6800
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                                      N/A
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         (Former name or former address, if changed since last report)

ITEM 5.  OTHER EVENTS

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Item 5.  Other Events

         On January 23, 1997, the registrant announced that it had completed the
sale of $5 million principal amount of Senior Redeemable Preferred Stock through
a private offering to two institutional accredited investors. The Preferred
Stock bears a dividend of 8% per annum through December 31, 2000, provided that
the dividend is currently paid on a quarterly basis, and if not paid the
dividend accrues at 10% per annum through December 31, 2000. After December 31,
2000, the dividend on the Preferred Stock is 12% per annum. All shares of the
Preferred Stock are mandatorily redeemable on the earlier of (a) December 31,
2000, and (b) the date of the completion by the registrant or any of its
subsidiaries the gross proceeds of which aggregate in excess of $5 million. In
addition, as part of the transaction, the registrant sold to the two
institutional accredited investors 2,850,000 redeemable common stock purchase
warrants. The warrants have a term of expiring January 12, 2005 and are
exercisable into shares of the registrant's common stock at an exercise price of
$1.75 per share. Up to 1,500,000 of the warrants may be redeemed back by the
registrant if the registrant achieves certain income targets through March 31,
2001.

         The registrant intends to use the net proceeds of the offering for
funding potential acquisitions, new medical center development, and other
general corporate purposes.

ITEM 7.  EXHIBIT

         Exhibit 20.  Copy of the press release dated February 3, 1998

                                   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.

                                           COMPLETE WELLNESS CENTERS, INC.

Date:    February 9, 1998                  By: /s/ E. Eugene Sharer
                                                              E. Eugene Sharer
                                                              President

EX-20

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                                                [C0MPLETE WELLNESS CENTERS LOGO]


FOR IMMEDIATE RELEASE
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CONTACT:                                        NASDAQ SMC: CMWL, CMWLW
C. Thomas McMillen, Chairman and CEO    -or-    INVESTOR RELATIONS COUNSEL:
Complete Wellness Centers, Inc.                 The Equity Group Inc.
(202) 543-6800                                  Linda Latman (212) 836-9609
- -or-
Jason Patchen, President and CEO
Christian Miller, Vice President
CWIPA of Florida, Inc.
(813) 536-9956

        COMPLETE WELLNESS CENTERS INC. ANNOUNCES NEW PROVIDER AGREEMENT
                          WITH MANAGED CARE SUBSIDIARY

     - COMPLETE WELLNESS INDEPENDENT PHYSICIAN ASSOCIATION OF FLORIDA, INC. 
       (CWIPA), HAS ENTERED INTO A PROVIDER AGREEMENT WITH ONE HEALTH PLAN OF 
       FLORIDA, INC.


WASHINGTON, D.C. - February 3, 1998 -- Complete Wellness Centers, Inc., a
multi-disciplinary health services company, announced today that its subsidiary,
Complete Wellness Independent Physician Association of Florida, Inc. (CWIPA),
has entered into a Provider Agreement with One Health Plan of Florida, Inc.
Under this agreement, CWIPA will offer its network of primary care and
specialist physicians to One Health Plan's Commercial HMO enrollees in the Tampa
Bay area, and a similar Preferred Provider Organization (PPO)/Point of Service
(POS) arrangement for their 75,000 Florida members. CWIPA has also entered into
a letter of intent with One Health Plan to provide enrollee access to their
complementary and alternative medicine (CAM) network of acupuncturists,
chiropractors, massage therapists, nutritionists, and yoga/t'ai chi instructors.
CWIPA of Florida is an integrated delivery system with over 1,000 providers that
has developed a provider network consisting of both traditional and alternative
healthcare practitioners throughout the State of Florida.

One Health Plan is a wholly owned subsidiary of Great-West Life and Annuity
Insurance Company of Denver Colorado. One Health Plan provides healthcare
contracting and medical management services for Great-West's 1.7 million members
nationwide. One Health Plan is licensed as a Health Maintenance Organization
(HMO) in California, Colorado, Georgia, Illinois, Texas, Tennessee,
Massachusetts, Washington State, and Ohio. Additional Great-West HMOs are in
pending license approval in Indiana, New Jersey, Oregon, and North Carolina. One
Health Plan of Florida currently services approximately 75,000 POS and PPO
enrollees in Florida, some of which are expected to transfer over to their
Commercial HMO product line. One third of these enrollees are located in the
Tampa Bay area.

                                     (more)

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 725 Independence Ave., S.E. - Washington, D.C. 20003 - Telephone: 202-543-6800
                             - Fax: 202-543-5360
                           www.completewellness.com


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Complete Wellness Centers, Inc.  News Release                             Page 2
February 3, 1998


"We are pleased to enter this partnership with One Health Plan which is part of
a well established organization, partnering with provider systems that have the
ability to increase enrollee healthcare access and establish wellness-oriented
programs," said CWIPA President and CEO Jason Patchen. "Our relationship with
One Health Plan should grow as we continue to develop new networks and programs,
and as their enrollment grows. We are particularly excited for the opportunity
to develop a CAM benefit with One Health Plan. This expanded healthcare
initiative is in response to recent surveys conducted on HMO enrollees, having
shown an increase in requests for access to CAM therapies from HMO-affiliated
practitioners, along with newly published findings by the National Institutes of
Health."

C. Thomas McMillen, Chairman and CEO of Complete Wellness Centers, Inc.,
"CWIPA's partnership with One Health Plan creates an opportunity to deliver
quality wellness products and expanded provider access to its enrollees. We look
forward to a long and successful relationship with One Health."

Complete Wellness Centers, a multi-disciplinary health services company,
develops traditional and alternative provider networks, integrated medical
centers, and related products focused on patient wellness. Its stock and
warrants trade on the NASDAQ Small Cap market under the symbols, CMWL and CMWLW,
respectively.

This release contains forward-looking statements regarding the plans or
objectives of the Company for future operations, including the development of
the multi-disciplinary medical centers. The forward-looking statements included
herein are based on current expectations that involve some uncertainties. Actual
results may differ materially from those projected in such forward-looking
statements.


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