UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1 )

                             CRA Managed Care, Inc.
                                (Name of Issuer)

                      Common Stock, .01 par value per share
                         (Title of Class of Securities)

                                    126172105
                                 (CUSIP Number)


                              W. Brett Davis, Esq.
                           Hutchins, Wheeler & Dittmar
               101 Federal Street, Boston, MA 02110 (617) 951-6600
 (Name, Address and Telephone Number of Person Authorized to Receive Notices 
and Communications)

                                December 31, 1996
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).











                                  SCHEDULE 13D

CUSIP No. 126172105                            Page   2   of   7    Pages
          ---------                                 -----    ------

1.   NAME OF REPORTING PERSON - Arlene Osoff as Trustee of The Silverman 1996 
     Grantor Retained Annuity Trust, The Michael E. Silverman 1995 Irrevocable 
     Trust and The Susan E. Bender 1995 Irrevocable Trust

     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) [   ]
                                                         (b) [X]
3.   SEC USE ONLY


4.   SOURCE OF FUNDS

     Not Applicable.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(D) OR 2(E)                                    [   ]


6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.

                                               7.   SOLE VOTING POWER
                                                        485,323
NUMBER OF
SHARES                                         8.    SHARED VOTING POWER
BENEFICIALLY                                             0
OWNED BY
EACH                                           9.    SOLE DISPOSITIVE POWER
REPORTING                                                438,323
PERSON WITH
                                              10.    SHARED DISPOSITIVE POWER
                                                          47,000


11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         485,323

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES
                                                     [   ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     5.44%

14.  TYPE OF REPORTING PERSON

     IN








     This  amendment  is filed as a result of a transfer  of  161,677  shares of
Common Stock of CRA Manged Care, Inc. from the Reporting  Person,  as trustee of
the Silverman 1996 Grantor  Retained Annuity Trust, to the settlor of said trust
in accordance with the terms of the written trust agreement.

Item 5.     Interest in Securities of the Issuer.
     (a) The Reporting  Person,  as of the date hereof,  may, as a result of the
Act  and  the  Rules  and  Regulations  promulgated  thereunder,  be  deemed  to
beneficially  own an aggregate of 485,323  shares of Common Stock,  representing
5.44% of the  outstanding  shares of Common  Stock of the  Company,  based  upon
8,921,403 shares  outstanding  according to materials provided by the Issuer. Of
this total number of shares,  438,323 are held as Trustee of The Silverman  1996
Grantor  Retained  Annuity  Trust,  23,500  shares are held as Co-Trustee of The
Susan E. Bender 1995 Irrevocable  Trust and 23,500 shares are held as Co-Trustee
of The Michael E. Silverman 1995 Irrevocable Trust.
     (b) The  Reporting  Person has the sole power to vote or direct the vote of
485,323  shares of Common Stock and shared power to vote or direct the vote of 0
shares of Common Stock. The Reporting Person has sole power to dispose or direct
the disposition of 438,323 shares of Common Stock and shared power to dispose or
direct the disposition of 47,000 shares of Common Stock.
     (c)    Not applicable.
     (d)    Not applicable.
     (e)    Not applicable.

Item 6.     Contracts, Arrangements, Understandings or Relationships with 
            Respect to Securities of the Issuer.

     The  Reporting  Person  has the sole  power to vote or  direct  the vote of
485,323 shares of Common Stock  pursuant to The Silverman 1996 Grantor  Retained
Annuity Trust dated January 8, 1996, The Michael E.  Silverman 1995  Irrevocable
Trust dated March 13, 1995 and The Susan E. Bender 1995 Irrevocable  Trust dated
March 13, 1995 and the sole power to direct the disposition of 438,323 shares of
Common Stock pursuant to The Silverman 1996 Grantor  Retained Annuity Trust. The
Reporting  Person  shares the power to dispose or direct the  disposition  of an
aggregate  of 47,000  shares of Common  Stock with the settlor of The Michael E.
Silverman 1995 Irrevocable  Trust and The Susan E. Bender 1995 Irrevocable Trust
pursuant to the applicable trust documents.







     Except as  described  in the  immediately  preceding  paragraph  and Item 4
above,  there are no  contracts,  agreements,  understandings  or  relationships
(legal or otherwise)  among the persons named in Item 2 and between such persons
and any person with respect to any  securities of the Issuer,  including but not
limited to transfer or voting of any of the  securities,  finder's  fees,  joint
ventures,  loan or option  arrangements,  put or calls,  guarantees  of profits,
diversion of profits or loss, or the giving or withholding of proxies.










                                   SIGNATURES

             After  reasonable  inquiry  and to the  best  of my  knowledge  and
belief,  I certify  that the  information  set forth in this  statement is true,
complete and correct.


Dated:   1/9/97                   /s/ Arlene Osoff
      ----------------          ------------------------------------
                               Arlene Osoff, as Trustee of The Silverman 1996
                               Grantor Retained Annuity Trust, The Michael E.
                               Silverman 1995 Irrevocable Trust and The Susan E.
                               Bender 1995 Irrevocable Trust


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