NATIONAL HEALTHCARE MANUFACTURING CORP
6-K, 1998-05-29
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                  FORM 6K
                                     
       REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d -16
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 1998

               NATIONAL HEALTHCARE MANUFACTURING CORPORATION
                           (Name of Registrant)

        251 Saulteaux Crescent, Winnipeg, Manitoba Canada   R3J 3C7
                 (Address of principal executive offices)


1.   Material Change Report:  May 29, 1998

2.   News Releases: May 29, 1988
                    May 21, 1998








Indicate  by  check mark whether the Registrant files of will  file  annual
reports under cover of Form 20-F of Form 40-F.
                         Form 20-F   X       Form 40-F ___

Indicate by check mark whether the Registrant by furnishing the information
contained  in this form is also thereby furnishing the information  to  the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act  of
1934.          Yes ___   No X

                                 SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1943  ,  the
registrant has duly cause this Form 6-K to be signed on its behalf  by  the
undersigned, thereunto duly authorized.

National Healthcare Manufacturing Corporation -- SEC No. 0-27998
                               (Registrant)

Date:      May 29, 1998       By: /s/Seyed Torabian
                              M. Seyed Torabian,
                              Vice President/Director
                                                                           
<PAGE>                                     
                                     
May 29, 1998


B.C. Securities Commission
1100 - 865 Hornby Street
Vancouver, B.C.
V7Z 2H4

ATTN: Statutory Filing

RE: Material Change Report

Dear Sir/Madam,

Following   please  find  National Healthcare  Manufacturing  Corporation's
Material Change Report/Form 27 dated May 29, 1998.

Should  you have any questions or need more information, please contact  me
at (604) 689-8581.

Sincerely,

 /s/Seyed Torabian

Seyed Torabian, P.Eng.
Executive Vice-President


copy:VSE Listings Dept.
     Manitoba Securities Commission
     U.S. Securities & Exchange Commission
     NASDAQ
     Standard & Poor's
     Maitland & Company

<PAGE>                                     
                                     
                                  FORM 27
                                     
                     SECURITIES ACT (BRITISH COLUMBIA)
                                     
        MATERIAL CHANGE REPORT UNDER SECTION 67 (1) (B) OF THE ACT
                                     
                                     
                                     
Item 1.        Reporting Issuer

          National Healthcare Manufacturing Corporation
          251 Saulteaux Crescent
          Winnipeg, Manitoba
          R3J 3C7

Item 2.        Date of Material Change

          May 21, 1998

Item 3.        Press Release

News release and notice of dissemination were issued to the Vancouver Stock
Exchange  on  May  21, 1998 and disseminated via Canadian  Corporate  News,
Market News Publishing and Vancouver Stockwatch.

Item 4.        Summary of Material Change

The  Issuer  announces  that its subsidiary, National Healthcare  Logistics
(NHCL)  has  signed a Letter of Intent to establish and manage  its  second
Hub & Spoke  distribution center for an integrated hospital system.

Item 5.        Full Description of Material Change

Please  refer to the attached News Release(s) of the Issuer dated  May  21,
1998.


Item 6.        Reliance in Section 67(2) of the Act

If the report is being filed on a confidential basis in reliance on Section
67(2) of the Act, state the reason for such reliance.

          N/A


Item 7.        Omitted Information

          N/A

<PAGE>

Item 8.        Senior Officer

M. Seyed Torabian, the Executive Vice-President and Director of the Issuer,
is  knowledgeable  about the material change and this  report  and  may  be
contacted at (604) 689 - 8581 for further information.


Item 9.        Statement of Senior Officer

           The  foregoing accurately discloses the material change referred
to herein.


Dated at Vancouver, British Columbia, this 29th  day of May, 1998.


National Healthcare Manufacturing Corporation


Per: /s/Seyed Torabian
     Seyed Torabian, P.Eng.
     Executive Vice-President/Director

<PAGE>
                                                                           
                                    National Healthcare Manufacturing Corp.
                                                   (NASDAQ:NHMCF / VSE:NHM)
                                       Internet: www.nationalhealthcare.com
                                                  Contact: Alex P. Tsakumis
FOR IMMEDIATE RELEASE                         (800)883-8841 / (604)689-8581

                                     
                 SECOND LONG TERM MEDICAL LOGISTICS SYSTEM

May  21,  1998  - National Healthcare Manufacturing Corporation  (NHMC)  is
pleased  to  announce  that  its subsidiary National  Healthcare  Logistics
(NHCL)  has  signed a Letter of Intent to establish and manage  its  second
Hub  & Spoke  distribution center for an integrated hospital system.   This
Hub  & Spoke center will be owned by the participating hospitals, and based
on  the  current level of purchases will account for over US  $900  million
($1.3 billion CDN) in purchasing over the term of the agreement.  NHCL will
receive fees for establishing and managing this center.

The  Hub  &  Spoke  System  is a state of the art supply  chain  management
partnership  for  US and Canadian hospitals. This system  is  a  customized
distribution  system  designed  to  streamline  the  needs  of   healthcare
providers  into  the  next century.  It replaces conventional  distribution
methods  of  Integrated Delivery Networks (IDNs).  An IDN is a  network  of
healthcare  providers  such as hospitals, clinics, surgery  centers,  etc.,
which  must  each  be  re-supplied several times a  day  with  hundreds  of
products.   The  Hub  &  Spoke  partnership concentrates  on  strength  and
efficiencies of each partner, i.e., the custom distribution center and  the
healthcare  provider, to complement and manage a  more enhanced  and  risk-
free healthcare system.  In addition, NHCL develops what are called  Spokes
,  which  are other ancillary services that can be centralized as  well  as
cost  shared  by  the healthcare providers in the IDN.   The  Hub  &  Spoke
centers lower total cost  for logistical support by as much as 15-20%.

NHCL's  President, Duane Jorgensen stated   As  more hospitals are learning
about significant potential cost savings from our Hub & Spoke Program, they
are committing to move away from the current high cost distribution systems
to Hub & Spoke.

Mac Shahsavar, President and CEO of National Healthcare said,   We are very
pleased  about  the way  the Hub & Spoke Program has been received  by  the
Integrated  Hospital Systems. We will continue our pursuit  for  innovative
products and services to further minimize healthcare costs to end users. We
also  look  forward to the opportunity to supply these centers with  NHMC's
products and services as they become operational.

National  Healthcare  is being recognized as a market leader  committed  to
reducing  healthcare  costs  by  providing  efficient  and  cost  effective
alternatives to conventional products and services to healthcare providers.
NHMC  owns  and  operates  the  worlds first  and  only  automated  robotic
production  facility capable of assembling and packaging various  kits  and
trays  for   medical  and  surgical procedures. Through  its  wholly  owned
subsidiaries,  NHMC  manufactures  and  distributes  personal  care,  anti-
microbial and cellulose based paper products such as examination  gowns  to
healthcare  and homecare institutions throughout North America and  Europe.
Also  National Healthcare Logistics (a NHMC subsidiary), is revolutionizing
conventional  medical distribution with its state of the art Hub  &  Spokes
logistics system.

<PAGE>

NHMC  has  granted  ,  subject  to VSE approval,  incentive  stock  options
entitling  the  holders  to purchase up to 370,000  common  shares  of  the
company at a price of  $3.70 exercisable for a period of five years.

Also NHMC, subject to VSE approval, is repricing 480,000 options issued  on
April 23,1997 to $3.70.

On Behalf of the Board,


 /s/Seyed Torabian

M. Seyed Torabian, P.Eng.
Executive Vice President

Neither  NASDAQ nor the VSE have reviewed or accept responsibility for  the
accuracy of this release.

<PAGE>
                                    National Healthcare Manufacturing Corp.
                                                   (NASDAQ:NHMCF / VSE:NHM)
                                       Internet: www.nationalhealthcare.com
                                                  Contact: Alex P. Tsakumis
FOR IMMEDIATE RELEASE                         (800)883-8841 / (604)689-8581

                                     
                     THIRD QUARTER FISCAL 1998 RESULTS
                                     
May  29,  1998,  Winnipeg,  Manitoba, - National  Healthcare  Manufacturing
Corporation (NHMC), announces results for the quarter ended March 31, 1998.
Revenues  for  the  nine  month period increased 118%  to  $6,826,261  from
$3,136,831 reported for the comparable period last year.  Revenues for  the
last  three months were $2,509,819 an increase of 70% over the same  period
last  year. Gross Profit for the nine month period increased to $3,134,423,
an increase of 84% over same period last year.

Highlights  during the quarter included the signing of  National Healthcare
Logistics'  (NHCL) first  Hub & Spoke  distribution system  for  5  Florida
based  hospitals  to  facilitate over US $300  million  in  purchasing  and
distribution  and  the exclusive long term supply/purchase  agreement  with
Simplex  Medical Systems Inc. (SMS) for its patented delivery  systems   in
SMS's unique HIV Diagnostic Test Kit.

NHMC's  Management is pleased with the Corporation's developments  to  date
and  notes that NHMC is strategically in the strongest position it has ever
been.  NHMC's   ability  to  package these medical  devices  quicker,  more
efficiently, accurately and cost effectively is providing the Company  with
a continual and definitive edge in the industry.

                   Consolidated Statement of Operations
<TABLE>
                           3 Months Ended March 31  9 Months Ended March 31
                           -----------------------  -----------------------
                              1998         1997        1998        1997
<S>                        <C>           <C>        <C>          <C>
Revenues                   $2,509,819    $1,475,246 $6,826,261   $3,136,831
Cost of Sales              $1,479,531   $   363,015 $3,691,838   $1,431,595
Gross Profit               $1,030,288    $1,112,231 $3,134,423   $1,705,236
% Gross Profit                  41.1%         75.4%      45.9%        54.4%
                                                                           
Operating                  $2,597,706    $1,973,479 $6,822,734   $4,636,268
Expenses                                                                   
                                                                           
Loss From                  $(328,590)    ---------- $(649,396)   ----------
Investee                                                                   
Loss For Period            $1,896,008      $861,248 $4,337,707   $2,931,032
                                                                           
Per Share                   ( $0.13 )     ( $0.08 )  ( $0.33 )    ( $0.27 )
</TABLE>
<PAGE>

National  Healthcare  is being recognized as a market leader  committed  to
reducing  healthcare  costs  by  providing  efficient  and  cost  effective
alternatives to conventional products and services to healthcare providers.
NHMC  owns  and  operates  the  worlds first  and  only  automated  robotic
production  facility capable of assembling and packaging various  kits  and
trays  for   medical  and  surgical procedures. Through  its  wholly  owned
subsidiaries,  NHMC  manufactures  and  distributes  personal  care,  anti-
microbial and cellulose based paper products such as examination  gowns  to
healthcare  and homecare institutions throughout North America and  Europe.
Also  National Healthcare Logistics (a NHMC subsidiary), is revolutionizing
conventional  medical distribution with its state of the art Hub  &  Spokes
logistics system.

For  a  complete  copy  of these financials, please visit  our  website  at
www.nationalhealthcare.com or contact us at 1-800-883-8841.


On Behalf of the Board,

  /s/Seyed Torabian

Seyed M. Torabian, P.Eng.
Executive Vice President

                                     
 Neither NASDAQ nor the VSE have reviewed or accept responsibility for the
                         accuracy of this release.

<PAGE>

                                    National Healthcare Manufacturing Corp.
                                                   (NASDAQ:NHMCF / VSE:NHM)
                                       Internet: www.nationalhealthcare.com
                                                  Contact: Alex P. Tsakumis
FOR IMMEDIATE RELEASE                           (800)883-8841/(604)689-8581

                                     
                 SECOND LONG TERM MEDICAL LOGISTICS SYSTEM

May  21,  1998  - National Healthcare Manufacturing Corporation  (NHMC)  is
pleased  to  announce  that  its subsidiary National  Healthcare  Logistics
(NHCL)  has  signed a Letter of Intent to establish and manage  its  second
Hub  & Spoke  distribution center for an integrated hospital system.   This
Hub  & Spoke center will be owned by the participating hospitals, and based
on  the  current level of purchases will account for over US  $900  million
($1.3 billion CDN) in purchasing over the term of the agreement.  NHCL will
receive fees for establishing and managing this center.

The  Hub  &  Spoke  System  is a state of the art supply  chain  management
partnership  for  US and Canadian hospitals. This system  is  a  customized
distribution  system  designed  to  streamline  the  needs  of   healthcare
providers  into  the  next century.  It replaces conventional  distribution
methods  of  Integrated Delivery Networks (IDNs).  An IDN is a  network  of
healthcare  providers  such as hospitals, clinics, surgery  centers,  etc.,
which  must  each  be  re-supplied several times a  day  with  hundreds  of
products.   The  Hub  &  Spoke  partnership concentrates  on  strength  and
efficiencies of each partner, i.e., the custom distribution center and  the
healthcare  provider, to complement and manage a  more enhanced  and  risk-
free healthcare system.  In addition, NHCL develops what are called  Spokes
,  which  are other ancillary services that can be centralized as  well  as
cost  shared  by  the healthcare providers in the IDN.   The  Hub  &  Spoke
centers lower total cost  for logistical support by as much as 15-20%.

NHCL's  President, Duane Jorgensen stated   As  more hospitals are learning
about significant potential cost savings from our Hub & Spoke Program, they
are committing to move away from the current high cost distribution systems
to Hub & Spoke.

Mac Shahsavar, President and CEO of National Healthcare said,   We are very
pleased  about  the way  the Hub & Spoke Program has been received  by  the
Integrated  Hospital Systems. We will continue our pursuit  for  innovative
products and services to further minimize healthcare costs to end users. We
also  look  forward to the opportunity to supply these centers with  NHMC's
products and services as they become operational.

National  Healthcare  is being recognized as a market leader  committed  to
reducing  healthcare  costs  by  providing  efficient  and  cost  effective
alternatives to conventional products and services to healthcare providers.
NHMC  owns  and  operates  the  worlds first  and  only  automated  robotic
production  facility capable of assembling and packaging various  kits  and
trays  for   medical  and  surgical procedures. Through  its  wholly  owned
subsidiaries,  NHMC  manufactures  and  distributes  personal  care,  anti-
microbial and cellulose based paper products such as examination  gowns  to
healthcare  and homecare institutions throughout North America and  Europe.
Also  National Healthcare Logistics (a NHMC subsidiary), is revolutionizing
conventional  medical distribution with its state of the art Hub  &  Spokes
logistics system.

<PAGE>

NHMC  has  granted  ,  subject  to VSE approval,  incentive  stock  options
entitling  the  holders  to purchase up to 370,000  common  shares  of  the
company at a price of  $3.70 exercisable for a period of five years.

Also NHMC, subject to VSE approval, is repricing 480,000 options issued  on
April 23,1997 to $3.70.

On Behalf of the Board,


 /s/Seyed Torabian

M. Seyed Torabian, P.Eng.
Executive Vice President

Neither  NASDAQ nor the VSE have reviewed or accept responsibility for  the
accuracy of this release.





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