SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____________) *
Home Health Corporation of America, Inc.
(Name of Issuer)
Common Stock, no par
(Title of Securities)
436936 10 8
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filled" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Sec 1745 (2/95) Page 1 of 4 pages
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CUSIP No. 436936 10 8 13G
1 NAME OF REPORTING PERSON
Bruce J. Feldman
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
865,853 - See Item 4
6 SHARED VOTING POWER
- 0 -
7 SOLE DISPOSITIVE POWER
865,853 - See Item 4
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,853 - See Item 4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4% - See Item 4
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Schedule 13G Statement
Item 1.
(a) Name of Issuer
Home Health Corporation of America, Inc.
(b) Address of issuer's Principal Executive Offices
2200 Renaissance Boulevard, Suite 300, King of Prussia, PA 19406
Item 2.
(a) Name of Person Filing
Bruce J. Feldman
(b) Address of Principal Business Office or, if none, Residence
2200 Renaissance Boulevard, Suite 300, King of Prussia, PA 19406
(c) Citizenship
United States of America
(d) Title of Class of Securities
Common Stock, no par value
(e) CUSIP Number
436936 10 8
Item 3.
Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned and (b) Percent of Class:
As of the date of this Statement, Mr. Feldman may be deemed to be the
beneficial owner, pursuant to Rule 13d-3 under the Securities and
Exchange Act (the "Exchange Act"), of 865,853 shares of common stock,
which represents 9.2% of the outstanding common stock. The filing of
this Statement shall not be construed as an admission that Mr. Feldman
is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of any equity securities covered by this Statement or
that he is required to file this Statement.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote,
(ii) shared power to vote or to direct the vote,
(iii) sole power to dispose or to direct the disposition of,
(iv) shared power to dispose or to direct the disposition of
As of the date of this Statement, Mr. Feldman possesses sole voting
power with respect to 865,853 shares of common stock, consisting of
509,365 shares owned directly by Mr. Feldman, 95,238 shares held by
the Company's Profit Sharing Plan, of which Mr. Feldman is the sole
voting trustee, 256,250 shares which may be acquired by Mr. Feldman
within 60 days of December 31, 1997 upon the exercise of currently
exercisable stock options, and 5,000 shares which may be acquired by
Mr. Feldman upon the exercise of currently exerciseable warrants.
As of the date of this Statement, Mr. Feldman possesses sole dispositive
power with respect to 865,853 shares of common stock, consisting of
509,365 shares owned directly by Mr. Feldman, 95,238 shares held by
the Company's Profit Sharing Plan, of which Mr. Feldman is the sole
voting trustee, 256,250 shares which may be acquired by Mr. Feldman
within 60 days of December 31, 1997 upon the exercise of currently
exercisable stock options, and 5,000 shares which may be acquired by
Mr. Feldman upon the exercise of exerciseable warrants.
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Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Other persons are known to have the right to receive or the power
to direct the receipt of dividends from or proceeds from the sale of
95,238 shares deemed beneficially owned by Mr. Feldman as sole voting
trustee under the Company's Profit Sharing Plan. See Item 4.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
SIGNATURE
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.
February 18, 1998
/s/ Bruce J. Feldman
Bruce J. Feldman, President & CEO
Page 4 of 4
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