VISION HEALTH CARE INC
424B3, 1996-08-08
HOSPITAL & MEDICAL SERVICE PLANS
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                                                   Pursuant to Rule 424(b)(3)
                                                   Registration No. 333-03530


                            VISION HEALTH CARE, INC.

                                   SUPPLEMENT


          This Supplement is part of the Prospectus dated July 22, 1996
                  and should be read in conjunction therewith.

        There was an inadvertent mistake in the per share calculations set
   forth in Footnote 2, page F-7, and Footnote 2, page F-10 of the Company's
   Prospectus dated July 22, 1996.  The correct calculations are set forth in
   the following footnotes, which replace the applicable footnotes in the
   Prospectus.


   Footnote 2, Page F-7


   2.    Alternative Offering of Shares

          The following table demonstrates the effect on debt,
          stockholders' equity, interest expense, net income and per
          share amounts of various combinations of stock and short-term
          debt financing:

      Shares              Stockholders'     Interest      Net       Per
       Sold       Debt        Equity        Expense      Income    Share
               (in thousands, except share and per share data)

       300       $2,000       $3,024            $27      $222      $.49
       400        1,000        4,024             14       230       .41
       500          -          5,024       -              238       .36




   Footnote 2, Page F-10


   2.    Alternative Offering of Shares

          The following is a chart of various ranges of alternative offering
         of shares and financing and their effect on certain financial
         statement items:

    
     Shares            Stockholders'    Interest
      Sold      Debt       Equity       Expense     Net Loss   Per Share
               (in thousands, except share and per share data)

      300     $2,000       $3,024         $110      $(2,379)    $(5.22)
      400      1,000        4,024           55       (2,344)     (4.22)
      500        -          5,024          -         (2,310)     (3.52)





                 The date of this Supplement is August 8, 1996.



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