HEALTHWATCH INC
10-C, 1995-08-17
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                INTER-DEALER QUOTATION SYSTEM FILED PURSUANT TO
               SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                 OF 1934 AND RULES 13A-17 AND 15D-17 THEREUNDER

                               HealthWatch, Inc.
                 (Exact Name of Issuer as Specified in Charter)

                        2445 Cades Way, Vista, CA 92083
                    (Address of Principal Executive Offices)

                                  619-598-4333
                (Issuer's Telephone Number, Including Area Code)

                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change (increase or decrease) of five percent or more in
the number of shares outstanding:

         1.       Title of security:  Common Stock.

         2.       Number of shares outstanding before the change:  7,013,071.

         3.       Number of shares outstanding after the change:  7,868,592.

         4.       Effective date of change:  August 15, 1995.

         5.       Method of change:  Issuance of stock in payment of accounts
                                       payable and for services rendered.

         Give brief description of transaction: On August 8, 1995 (200,000
shares) and August 15, 1995 (280,521 shares), the Company issued an aggregate of
480,521 shares of its Common Stock in payment of certain accounts payable
aggregating $225,844.87. The shares were registered under the Securities Act of
1933, Registration No. 33-88126. On August 16, 1995, the Company issued an
aggregate of 375,000 shares of its common stock to two directors (275,000
shares) and to two consultants (100,000 shares) for services rendered.

                          II. CHANGE IN NAME OF ISSUER

                                (Not Applicable)


Dated August 17, 1995                           /s/ John D. Greenbaum      
                                                John D. Greenbaum, President

GP:213758 v1




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