US HOMECARE CORP, POS AM, 1997-08-08

US HOMECARE CORP
POS AM, 1997-08-08
HOME HEALTH CARE SERVICES

Previous: ADDVANTAGE MEDIA GROUP INC /OK, 10QSB, 1997-08-08

Next: OSTEOTECH INC, 4, 1997-08-08

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
Registration No. 333-26201

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------

U.S. HOMECARE CORPORATION
(Exact name of Registrant as specified in its charter)
---------------------------

<TABLE>
<S> <C>
NEW YORK 13-2853680
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>

TWO HARTFORD SQUARE WEST
HARTFORD, CONNECTICUT 06106
(860) 278-7242
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
---------------------------

JAY C. HUFFARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER, CHAIRMAN AND DIRECTOR
U.S. HOMECARE CORPORATION
Two Hartford Square West
Hartford, CT 06106
(860) 278-7242
(Name, address, including zip code, and
telephone number, including area code,
of agent for service of process)
---------------------------

COPIES TO:
ELLEN B. CORENSWET, ESQ.
LUCI STALLER ALTMAN, ESQ.
BROBECK, PHLEGER & HARRISON LLP
1633 Broadway
New York, New York 10019
---------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: As soon as practicable after
this Registration Statement becomes effective.
---------------------------

If any of the Securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than Securities offered only in connection with
dividend or interest reinvestment plans, check the following box: /X/

If the registrant elects to deliver its latest annual report to
security holders or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box: /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

<PAGE> 2
PROSPECTUS
14,019,867 Shares

U.S. HOMECARE CORPORATION

Common Stock
---------------------------

This Prospectus relates to the public offering, which is not being
underwritten, of up to 14,019,867 shares of Common Stock, par value $.01 per
share (the "Common Stock"), of U.S. HomeCare Corporation ("U.S. HomeCare" or the
"Company"). Of the shares being registered for resale by the Selling
Shareholders, as hereinafter defined, 3,203,136 shares (the "Warrant Shares")
are issuable by the Company to certain Selling Shareholders under an exemption
from registration under the Securities Act of 1933, as amended (the "Securities
Act") upon the exercise of outstanding warrants (each, a "Warrant"), 7,221,496
shares of Common Stock (the "Conversion Shares") are issuable to certain Selling
Shareholders under an exemption from registration under the Securities Act upon
conversion of the Company's $35.00 6% Convertible Preferred Stock, par value
$1.00 per share (the "$35.00 Preferred Stock"), 974,296 shares of Common Stock
(the "Dividend Shares") have been issued to certain Selling Shareholders under
an exemption from registration under the Securities Act as dividends on the
$35.00 Preferred Stock, 1,730,000 shares of Common Stock (the "Option Shares")
are issuable by the Company to certain Selling Shareholders under an exemption
from registration under the Securities Act upon the exercise of outstanding
options (each, an "Option"), and 890,939 shares of Common Stock (the "Issued
Shares") have been issued to certain Selling Shareholders under an exemption
from registration under the Securities Act. The Warrant Shares, Conversion
Shares, Dividend Shares, Option Shares and Issued Shares (collectively, the
"Shares") may be offered by holders of the Dividend Shares and the Issued Shares
and by current holders of the $35.00 Preferred Stock, Warrants and Options who
subsequently convert such $35.00 Preferred Stock or exercise such Warrants or
Options (collectively, the "Selling Shareholders").

Sales of the Shares by the Selling Shareholders may be made from time
to time, pursuant to this Prospectus or Rule 144 under the Securities Act (or
any other applicable exemption from registration under the Securities Act), in
one or more transactions, including block transactions, in the over-the-counter
market, on any exchange or quotation system on which the Common Stock may be
admitted for trading (collectively, "Exchanges"), pursuant to and in accordance
with the applicable rules of the Exchanges, in negotiated transactions or in a
combination of any such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Shares may be offered
directly, to or though agents designated from time to time, or to or through
brokers or dealers, or through any combination of such methods of sale. Such
agents, brokers or dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). A member firm of an Exchange may
be engaged to act as a Selling Shareholder's agent in the sale of Shares by such
Selling Shareholder. To the extent required, specific information regarding the
Shares will be set forth in an accompanying Prospectus Supplement. See "Selling
Shareholders" and "Plan of Distribution."

None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. Upon the issuance to the Selling
Shareholders under an exemption from registration under the Securities Act of
all of the Warrant Shares and Option Shares, the Company could receive aggregate
proceeds of $5,668,213. See "Issuance of the Warrant Shares and Option Shares
and Use of Proceeds." The Company has agreed to bear the expenses (other than
selling commissions and fees and expenses of certain advisors to the Selling
Shareholders) in connection with the registration of the Shares. The Company has
agreed to indemnify certain of the Selling Shareholders and their affiliates
against certain liabilities, including liabilities under the Securities Act.
Certain of the Selling Shareholders have agreed to indemnify the Company and its
affiliates against certain liabilities, including liabilities under the
Securities Act under certain circumstances.

AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
---------------------------

The Common Stock of the Company is traded on the OTC Bulletin Board
under the symbol "USHO." The last reported bid and asked prices of the
Company's Common Stock on the OTC Bulletin Board on August 6, 1997 were $1.06
and $1.12 per share, respectively.

---------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
---------------------------

THE DATE OF THIS PROSPECTUS IS AUGUST 8, 1997

<PAGE> 3
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company, any Selling Shareholder or by any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy the Shares to any person or by anyone
in any jurisdiction in which such offer or solicitation may not lawfully be
made.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-2 under the Securities Act (the
"Registration Statement") with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and the schedules thereto. For further information
with respect to the Company and such Common Stock, reference is made to the
Registration Statement and exhibits and schedules thereto. Statements contained
in this Prospectus as to the contents of any contract or other document referred
to are not necessarily complete, and, with respect to any contract or other
document filed as an exhibit to the Registration Statement, each such statement
is qualified in all respects by reference to such exhibit. Copies of the
Registration Statement and the exhibits thereto are on file at the offices of
the Commission and may be obtained upon payment of the prescribed fee or may be
examined without charge at the public reference facilities of the Commission
described below.

The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information may be inspected, and copies of such material may be obtained upon
payment of the prescribed fees, at the Commission's Public Reference Section ,
Room 1024, 450 Fifth Street, N.W., Washington D.C. 20549, as well as at the
Commission's Regional Offices at Seven World Trade Center, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained in person from the
Public Reference Section of the Commission at its principal office located at
450 Fifth Avenue, N.W., Washington, D.C. 20549, upon payment of the prescribed
fees. In addition, the Commission has a Web site on the World Wide Web at
http:\\www.sec.gov, containing registration statements, reports, proxy and
information statements, and other information that registrants, such as the
Company, file electronically with the Commission.

The Common Stock of the Company is traded on the OTC Bulletin Board.
Reports, proxy statements and other information concerning the Company may be
inspected at the National Association of Securities Dealers, Inc.
at 1735 K Street, N.W., Washington, D.C. 20006.

INFORMATION INCORPORATED BY REFERENCE

The following documents filed with the Commission are incorporated by
reference in their entirety in this Prospectus and shall be deemed to be part
hereof: the Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1996 (the "1996 Form 10-K"), the Quarterly Report of the Company
on Form 10-Q for the fiscal quarter ended March 31, 1997 and the Quarterly
Report of the Company on Form 10-Q for the fiscal quarter ended June 30, 1997.
No other report has been filed by the Company since the end of the fiscal year
ended December 31, 1996.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such document). Requests for such documents
should be submitted in writing to the Secretary, U.S. HomeCare Corporation, Two
Hartford Square West, Hartford, Connecticut 06106.

This Prospectus is accompanied by a copy of the Company's Form 10-K
filed with the Commission for the fiscal year of the Company ended December 31,
1996. This Prospectus shall be accompanied by a copy of the Company's Form 10-K,
together with any amendments thereto, filed with the Commission for each
subsequent fiscal year of the Company during the duration of this Offering and
by a copy of the Company's Proxy Statement used

2
<PAGE> 4
for the solicitation of stockholders for each subsequent annual meeting of
stockholders held during the duration of this Offering.

The Company shall deliver without charge to each person to whom this
Prospectus is delivered a copy of the Company's latest Form 10-Q filed with the
Commission with respect to the most recent fiscal quarter which ends after the
end of the latest fiscal year of the Company for which the Company has delivered
the Form 10-K as described above. The Company shall also provide without charge
a copy of each Form 8-K, if any, filed with the Commission since the end of the
latest fiscal year of the Company for which the audited financial statements
were included in the latest Form 10-K filed with the Commission.

THE COMPANY

The Company was incorporated in New York in April 1986. The Company's
principal offices are located at Two Hartford Square West, Hartford,
Connecticut 06106 and its telephone number is (860) 278-7242.

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a
high degree of risk and should not be made by any investors who cannot afford
the loss of their entire investment. In addition, this Prospectus contains
certain statements of a forward-looking nature relating to future events or the
future financial performance of the Company. Prospective investors are cautioned
that such statements are only predictions and that actual events or results may
differ materially. In evaluating such statements and in making any investment
decisions, prospective investors should specifically consider the various
factors identified in this Prospectus, including the matters set forth in this
"Risk Factors" section, which could cause actual results to differ materially
from those indicated by such forward-looking statements.

DEPENDENCE ON REFERRAL SOURCES

The development and growth of the Company's business depends
to a significant extent on its ability to establish and maintain close working
relationships with home care and social service agencies, hospitals, clinics,
nursing homes, physicians and physician groups, health maintenance organizations
and other health care providers. There can be no assurance that the Company's
existing relationships with these referral sources will be successfully
maintained or that additional relationships will be successfully developed and
maintained. In March 1994, VNS, a non-profit home health care institution in New
York City informed the Company that it intended to reduce the Company's overall
caseload due to substandard administrative performance ratings. Consequently,
the Company's net revenues attributable to VNS declined from $8.8 million (16%)
for the year ended December 31, 1994, to $6.2 million (11%) for the year ended
December 31, 1995, and to $5.4 million (10%) for the year ended December 31,
1996. Any further reduction in net revenues from VNS could have a material
adverse effect on the Company's business, financial condition and results of
operations.

Part of the Company's strategy is to increase its business
with managed care third party payors, such as health maintenance organizations
and preferred provider organizations. An increase in these contracts could also
reduce the profit margin for the Company's business because managed care payors
typically reimburse at lower rates and limit service coverage to a greater
extent than other non-governmental third party payors, such as indemnity
insurance providers. The Company is unable to predict how quickly, if at all,
its managed care business will increase and what effect any such increased
business in this segment would have on the Company's business or results of
operations.

DEPENDENCE ON REIMBURSEMENT BY THIRD PARTY PAYORS

A substantial portion of the Company's revenues are derived
directly or indirectly from government-sponsored health care programs, including
Medicaid and Medicare. The Company receives direct payments from both Medicare
and Medicaid. The Company also derives significant revenues indirectly from the
Medicaid program through contracts with local government agencies, such as the
Department of Social Services of Westchester.

3
<PAGE> 5
County. In addition, a substantial portion of the Company's business is derived
as a sub-contractor to Medicare-Certified and Medicaid-Certified agencies. As a
result, the Company would likely be adversely affected by any rate freezes,
payment delays, cutbacks in coverage or any other adverse actions taken with
respect to Medicare and Medicaid and there can be no assurance that such actions
will not be taken in the future.

Governmental and third-party payors have taken extensive steps
intended to contain or reduce payments made to health care providers such as the
Company. Those steps have included, among others, changes in reimbursement
methodologies, changes in services covered, increased utilization review of
services, negotiated prospective or discounted contract pricing and adoption of
a competitive bid approach to service contracts. Managed care and related cost
containment efforts are expected to continue in the future. Home health care,
which is generally less costly than hospital-based care, has generally benefited
from many of these cost containment efforts. As expenditures in the home health
care market continue to grow, however, initiatives aimed at reducing the cost of
health care delivery at non-hospital sites are increasing. For example, several
state Medicaid programs, in an effort to contain the cost of health care and in
light of state budgetary constraints, have reduced their payment rates and have
narrowed the scope of covered services. Such initiatives are expected to
continue in the future. A significant change in coverage or a reduction in
payment rates for the types of home health care services provided by the Company
could have a material adverse effect upon the Company's business, financial
condition and results of operations.

For each office in which the Company participates in the
Medicare program, the Company is required to file annual cost reports to
establish its reimbursement rate per Medicare visit for that office. Such
reimbursement rates are subject to audit and retroactive adjustment by the
Medicare fiscal intermediaries for the geographic areas in which the Company's
Medicare-certified offices are located.

In its core market operations the Company is required to file
cost reports for two of its upstate New York companies, for its Connecticut
operations, for its Pennsylvania operations as well as for home office
operations. Cost reports for all of the Company's Medicare certified operations
have been settled through June 1993 although they remain subject to reopening
through November 1998. The remaining cost reports filed for periods through
December 31, 1995 are in various stages of review, audit and/or settlement with
the fiscal intermediaries. While the Company has recorded estimated settlements
for these open cost report periods there can be no assurance that final
settlements will not result in future material assessments against the Company,
which could, in turn, materially adversely affect the Company's business,
financial condition and results of operations.

PRICING PRESSURES

The health care industry is currently experiencing
market-driven reforms from forces within and outside the industry that are
exerting pressure on health care companies to reduce health care costs. These
market-driven reforms are resulting in industry-wide consolidation that is
expected to increase the downward pressure on home health care margins, as
larger buyer and supplier groups exert pricing pressure on home health care
providers. The ultimate timing or effect of market-driven reforms cannot be
predicted, and short-term cost containment initiatives may vary substantially
from long-term reforms and may impact the Company in different ways. No
assurance can be given that any such reforms will not have a material adverse
effect on the Company's business, financial condition and results of operations.

REGULATORY ENVIRONMENT

Fraud and Abuse Laws. As suppliers and providers of services
under the Medicare and Medicaid programs, the Company is subject to Medicare and
state health care program fraud and abuse laws. These laws include the Medicare
and Medicaid anti-kickback statute, which prohibits, among other things, the
offer, payment, solicitation or receipt of any remuneration in return for the
referral of patients for items or services, or arranging for the furnishing of
items or services, for which payment may be made under the Medicare, Medicaid or
other federally funded health care programs. Violations of these provisions may
result in civil and criminal penalties and exclusion from participation in
Medicare and state health programs such as Medicaid. Recently, Congress enacted
the Health Insurance Portability and Accounting Act of 1996, which includes an
expansion of certain fraud and abuse provisions, such as expanding the
application of Medicare and Medicaid fraud penalties to other federal health

4
<PAGE> 6
care programs. In addition, several health care reform proposals have included
an expansion of the anti-kickback laws to include referrals of any patients
regardless of payor source.

The broad language of the anti-kickback statute has been
interpreted by the courts and governmental enforcement agencies in a manner
which could impose liability on health care providers for engaging in a wide
variety of business transactions. Limited "safe harbor" regulations exempt
certain practices from enforcement action under the prohibitions. However, these
safe harbors are only available to transactions which fall entirely within the
narrowly defined guidelines. Transactions that do not fall within the safe
harbors do not necessarily violate the fraud and abuse laws and, therefore,
parties to such transactions either may or may not be subject to prosecution. In
addition, a number of states have laws, which vary from state to state,
prohibiting certain direct or indirect remuneration or fee-splitting
arrangements between health care providers, regardless of payor source, for the
referral of patients to a particular provider. In addition,under separate
statutes, submission of claims for payment that are "not provided as claimed"
may lead to civil money penalties, criminal fines and imprisonment,and/or
exclusion from participation in Medicare, Medicaid and other federally funded
state health care programs. These false claims statutes include the Federal
False Claims Act, which allows any person to bring suit alleging false or
fraudulent Medicare or Medicaid claims or other violations of the statute and to
share in any amounts paid by the entity to the government in fines or
settlement. Such qui tam actions have increased significantly in recent years
and have increased the risk that a health care company will have to defend a
false claims action, pay fines or be excluded from the Medicare and/or Medicaid
programs as a result of an investigation arising out of such an action. Finally,
Congress enacted in 1993 the so-called "Stark Law," which prohibits referrals by
physicians to certain entities with which they have a financial relationship
unless an exception applies. Several states also have similar laws. Possible
sanctions for violation of these laws include denial of payment, loss of
licensure and civil and criminal penalties. The Company maintains an internal
regulatory compliance review program and from time to time retains special
counsel for guidance on applicable laws and regulations. However, no assurance
can be given that the practices of the Company, if reviewed, would be found to
be in compliance with applicable health regulatory laws, as such laws ultimately
may be interpreted, or that any non-compliance with such laws would not have a
material adverse effect on the Company.

In addition, an increasing number of states have laws, which
vary from state to state, prohibiting certain direct or indirect providers for
the referral of patients to a particular provider, including home health
agencies. Possible sanctions for violation of these restrictions include loss of
licensure and civil and criminal penalties. There can be no assurance that such
laws will ultimately be interpreted in a manner consistent with the practices of
the Company.

Operation Restore Trust. Recently, the federal government made
a policy decision to increase significantly the financial and human resources
allocated to enforcing the fraud and abuse laws. Private insurers and various
state enforcement agencies also have increased their scrutiny of health care
claims in an effort to identify and prosecute fraudulent and abusive practices.
Under Operation Restore Trust ("ORT"), the Office of the Inspector General
(the"OIG"), in cooperation with other federal and state agencies, has focused on
the activities of home health agencies, hospices, durable medical equipment
suppliers and nursing homes in several states, including New York (in which the
Company has its principal operations).

Other Federal and State Regulations. The federal government
and all states regulate various aspects of the home health care industry. In
particular, the Company's operations are subject to federal and state laws
covering nursing services and certain types of home health agency activities. In
New York State, a certificate of need ("CON") must be obtained in order to be
certified to participate in the Medicare and Medicaid programs. The Company does
not have CONs covering its metropolitan New York branches and is therefore not
certified as a Medicare provider for such branches. A majority of the Company's
business in metropolitan New York is therefore derived as a subcontractor to
Medicare-certified and Medicaid-certified agencies such as VNS Home Care
("VNS"). In upstate New York (which was an acquired operation) the Company does
have CONs. Certain of the Company's employees are subject to state laws and
regulations governing the ethics and professional practice of medicine and
nursing. The Company's operations are subject to periodic survey by governmental
and private accrediting entities to assure compliance with applicable state
licensing, Medicare and Medicaid certification, and accreditation standards, as
the case may be. From time to time in the ordinary course of business, the
Company, like other health care companies, receive survey reports containing
deficiencies for alleged failure to comply with

5
<PAGE> 7
applicable requirements. The companies review such reports and attempt to take
appropriate corrective action. The failure to effect such action or to
obtain,renew or maintain any of the required regulatory approvals,
certifications or licenses could adversely affect the Company's business,
results of operations or financial condition and could prevent the programs
involved from offering products and services to patients. In addition, laws and
regulations often are adopted to regulate new products, services and industries.
There can be no assurances that either the states or the federal government will
not impose additional regulations upon the activities of the Company which might
adversely affect their business, results of operations or financial condition.
The Company is also subject to laws and regulations pertaining to the
environment, health and safety. If the Company were found to be in violation of
any such laws and regulations, it could have a material adverse effect on its
business, financial condition and results of operations.

HEALTH CARE REFORM

Political, economic and regulatory influences are likely to
lead to fundamental change in the health care industry in the United States.
Numerous proposals for comprehensive reform of the nation's health care system
have been introduced in Congress. Many approaches have been considered,
including mandated basic health care benefits, controls on health care spending
through limitations on the growth of private health insurance premiums and
Medicare and Medicaid spending, the creation of large insurance purchasing
groups and fundamental changes to health care delivery systems. In addition,
some of the states in which the Company operates are considering various health
care reform proposals. The Company anticipates that Congress and state
legislatures will continue to review and assess alternative health care delivery
systems and payment methodologies, and that public debate of these issues will
continue in the future. Due to uncertainties regarding the ultimate features of
reform initiatives and their enactment and implementation, the Company cannot
predict which, if any, reforms will be adopted, when they may be adopted, or
what impact they may have on the Company. In addition, the cost and service
considerations which have generated proposals for health care reform have also
resulted in, and are expected to continue to result in, strategic realignments
and combinations in the health care industry which may, over time, have a
significant impact on the Company's strategic direction and results of
operations. The actual announcement of reform proposals and the investment
community's reaction to such proposals, announcements by competitors and payors
of their strategies to respond to reform initiatives and general industry
conditions have produced and may continue to produce volatility in the trading
and market price of securities of health care companies, and no assurance can be
given that any such proposals, announcements or responses will not have a
material adverse effect on the Company's business, financial condition and
results of operations.

NEED TO REFINANCE OR EXTEND EXISTING CREDIT FACILITIES; FINANCIAL COVENANTS

All of the Company's existing credit facilities, including its accounts
receivable securitization program, are scheduled to mature in January 1998. The
Company will need to extend or replace these credit facilities to ensure
sufficient funding of the Company's operations. There can be no assurance that
such financing will be available when needed or, if available, that it will be
available on terms acceptable to the Company. In addition, the Company is
required to comply with the financial covenants contained in its credit
facilities and failure to maintain compliance would give the Company's lenders
the right to declare the amounts outstanding under such facilities to be
immediately due and payable.

CONTROL BY DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATED ENTITIES

The Company's directors, executive officers and entities
affiliated with them beneficially, in the aggregate, own approximately 15.5% of
the Company's outstanding shares of Common Stock and will own, in the aggregate,
approximately 5.2% following the sales by such Selling Shareholders of their
Shares being registered hereunder, assuming the exercise or conversion in full
of all Warrants, $35.00 Preferred Stock and Options. These shareholders, if
acting together, would be able to significantly influence all matters requiring
approval by the stockholders of the Company, including the election of directors
and the approval of mergers or other business combination transactions.

BUSINESS RISKS AND COMPETITION

The Company is dependent on its ability to obtain sufficient cash flow
from operations to meet its debt service and pay vendors on a timely basis. The
home health care market is highly competitive and is divided among a large
number of providers, some of which are national providers, but most of which are
either regional or local providers. Certain of the Company's competitors and
potential competitors have significantly greater financial, technical and
marketing and sales

6
<PAGE> 8
resources than the Company and may, in certain locations, possess licenses or
certificates (for example, CONs in New York State) that permit them to provide
services that the Company cannot currently provide. There can be no assurance
that the Company will not encounter difficulty in its ability to obtain
sufficient cash flows from operations or increased competition in the future
that could limit the Company's ability to maintain or increase its business and
could have a material adverse affect on the Company's business, financial
condition and results of operations.

ABILITY TO ATTRACT KEY MANAGEMENT AND DEPENDENCE ON HEALTH CARE PROFESSIONALS

The Company's future success will depend in large part on its ability
to attract and retain senior management personnel and branch-level management.
In addition, the Company is highly dependent on its staff of professional nurses
and its other health care professionals and paraprofessionals. Competition for
qualified management personnel and health care professionals and
paraprofessionals is strong. The inability to attract, retain or motivate
management and sufficient numbers of qualified health care professionals and
paraprofessionals could adversely affect the Company's business and prospects.
Although the Company has been generally able to meet its staffing requirements
for professional nurses and other health care staff, the Company has experienced
occasional staffing shortages at certain of its offices, and an increase in
competition, or a decline in its ability to meet its staffing needs in the
future could have a material adverse effect on the Company's business, financial
condition and results of operations, including the Company's ability to maintain
or increase its patient base at certain or all of its branch offices.

LIQUIDITY OF STOCK

The Company was de-listed from the Nasdaq Small-Cap Market ("Nasdaq")
in December of 1996 due to the Company not meeting various requirements of
Nasdaq. The Company's Common Stock is currently trading on the OTC Bulletin
Board. Thus, only bid and asked prices between dealers (rather than sales
prices) are currently available with respect to the Common Stock. The fact that
the Company is trading on the OTC Bulletin Board rather than on Nasdaq or an
exchange might cause the market price of the Common Stock to be lower than it
otherwise would be. Thus, holders of the Common Stock might not realize the
extent of liquidity as they might were the stock listed on Nasdaq or a national
securities exchange.

LIABILITY AND INSURANCE

The Company's services subject it to liability risk. Malpractice claims
may be asserted against the Company if its services are alleged to have resulted
in patient injury or other adverse effects. The Company has from time to time
been subject to such suits in the ordinary course of its business. There can be
no assurance that future claims will not be made or that such claims, if made,
will not materially and adversely affect the Company's business, financial
condition, or results of operations. The Company currently maintains liability
insurance in the amount of $2.0 million per occurrence and $6.0 million in the
aggregate. There can be no assurance that the coverage limits of the Company's
insurance policies will be adequate. In addition, while the Company has been
able to obtain liability insurance in the past, such insurance varies in cost,
is difficult to obtain and may not be available in the future on acceptable
terms or at all. A successful claim against the Company in excess of the
Company's insurance coverage could have a material adverse effect upon the
Company's business, financial condition or results of operations. Claims
against the Company, regardless of their merits or eventual outcome, also may
have a material adverse effect upon the Company's reputation and business.

POTENTIAL VOLATILITY OF STOCK PRICE

There has been significant volatility in the market prices of
securities of the Company and of health care companies in general. The Company
believes factors such as legislative and regulatory developments and quarterly
variations in financial results have caused the market price of its Common Stock
to fluctuate substantially. In addition, the stock market has experienced
volatility that has particularly affected the market prices of many health care
service companies' stocks and that often has been unrelated to the operating
performance of such companies. These market fluctuations may adversely affect
the price of the Common Stock.

7
<PAGE> 9
DIVIDENDS UNLIKELY

The Company has never declared or paid any cash dividends on its Common
Stock. In addition, the Company's revolving line of credit and term loan
agreements prohibit the payment of cash dividends on the Company's Common Stock
without the prior consent of the lenders. The Company currently intends to
retain all earnings for the operation of its business and does not anticipate
paying any cash dividends in the foreseeable future.

8
<PAGE> 10
ISSUANCE OF THE WARRANT SHARES AND OPTION SHARES AND USE OF PROCEEDS

The Warrant Shares and Option Shares are issuable by the Company to
certain Selling Shareholders pursuant to an exemption from registration under
the Securities Act upon the exercise of outstanding Warrants and Options. The
aggregate gross proceeds that the Company could receive on the exercise of all
of the outstanding Warrants and Options is $5,668,213. The Company intends to
use any net proceeds, if any, from the exercise of the Warrants and Options for
general corporate purposes, including working capital. None of the proceeds from
the sale of the Shares will be received by the Company.

SELLING SHAREHOLDERS

The following table sets forth the names of the Selling Shareholders
and the number of shares being registered for sale hereby as of the date of the
Prospectus and sets forth the number of shares of Common Stock beneficially
owned by each of the Selling Shareholders as of June 30, 1997. Except as
indicated, none of the Selling Shareholders has had a material relationship with
the Company within the past three years other than as a result of the ownership
of the Shares or other securities of the Company. The Shares offered by this
Prospectus may be offered from time to time by the Selling Shareholders. See
"Plan of Distribution."

<TABLE>
<CAPTION>
Beneficial Ownership
After Offering(1)
-----------------

Number of Shares Number of Shares
Beneficially Owned Registered Number
Name of Selling Shareholder Prior to Offering for Sale Hereby(2) of Shares Percent
- --------------------------- ----------------- ------------------ --------- -------
<S> <C> <C> <C> <C>
1501 L. C 18,694 18,694 0 *

ABDM Partners 193,996(3) 193,996(3) 0 *

A.J.P.V. Co. 112,184 112,184 0 *

Mehdi Ali 1,038,000(4) 1,038,000(4) 0 *

Arthur T. Anderson 124,651 124,651 0 *

Mansour I. Y. Badr 77,592(5) 77,592(5) 0 *

George L. Ball 99,219 99,219 0 *

Susan Huffard Ball 49,858 49,858 0 *

Bank of Butterfield & Son Ltd. 18,694 18,694 0 *
#681899

Judith Berman 18,694 18,694 0 *

Patricia Bernstein 20,833 20,833 0 *

Ghulam M. Bombaywala 37,390 37,390 0 *

Brobeck Hale and Dorr International 19,493(6) 19,493(6) 0 *

Brobeck, Phleger & Harrison LLP 113,840(6) 113,840(6) 0 *

David Bromberg 13,408 13,408 0 *

The Gene F. Bruyette Living Trust, 24,926 24,926 0 *
Gene F. Bruyette, Trustee

Gordon G. Burr, IRA, Megabank of .. 18,694 18,694 0 *
Arapahoe F.B.O

Lewis W. Caspe 49,858 49,858 0 *
</TABLE>

9
<PAGE> 11
<TABLE>
<CAPTION>
Beneficial Ownership
After Offering(1)
-----------------

John T. Cater 18,694 18,694 0 *

E. Dean Catlett and Joann Catlett 24,926 24,926 0 *

Michael S. Chadwick 7,473 7,473 0 *

The Chase Manhattan Bank 569,494(7) 569,494(7) 0 *

Ray C. Childress and Kara S. Childress 24,926 24,926 0 *

Melville Lockert Cody 4,982 4,982 0 *

Ann Lindsay Cohn 64,117 64,117 0 *

Courtney Lyle Cohn 64,117 64,117 0 *

Morton A. Cohn 349,028 349,028 0 *

Connecticut Development Authority 1,564,821(8) 1,564,821(8) 0 *

Dale W. Conrad and Reba J. Conrad, 24,926 24,926 0 *
JTWROS

Continental Marine Service 24,926 24,926 0 *

David W. Cook 37,390 37,390 0 *

Creditanstalt Bankverein 435,495(9) 435,495(9) 0 *

Thomas W. Custer 24,926 24,926 0 *

Day, Berry & Howard 40,000(10) 40,000(10) 0 *

William M. DeArman 26,909 26,909 0 *

Louis Del Homme 64,117 64,117 0 *

Donald L. Dell, Trustee, Donald Dell 24,926 24,926 0 *
Revocable Trust dated 6/8/93

Bernhardt Denmark 31,250 31,250 0 *

Howard Dolch 10,417 10,417 0 *

John E. Drury 390,732 390,732 0 *

Wayne B. Duddlesten 74,788 74,788 0 *

William H. Duross, III 4,000 4,000 0 *

Jules I. Epstein, Trustee, J.E 17,821 17,821 0 *
Consulting Services Ltd. Employees'
Profit Sharing Trust

Don L. Fitch 18,694 18,694 0 *

Hadley Ford 86,267(11) 61,267 25,000 *

Frost Family I, Ltd. 259,306 249,306 10,000 *

Emilio A. Fusco or Mary G. Fusco, 74,788 74,788 0 *
JTWROS
</TABLE>

10
<PAGE> 12
<TABLE>
<CAPTION>
Beneficial Ownership
After Offering(1)
-----------------

Gerald Gibbs 18,694 18,694 0 *

Courtney C. Gibson 24,926 24,926 0 *

Stanley Goldstein 25,000 25,000 0 *

William N. Goodwin 24,926 24,926 0 *

John R. Gunn 52,688(12) 27,688 25,000 *

Judith Haenel 20,833 20,833 0 *

Tolar N. Hamblen, III 18,694 18,694 0 *

John V. Hazleton, Jr. and Mrs. Bonnie 33,694 18,694 15,000 *
C. Hazleton

Edward F. Heil, Trustee for 37,390 37,390 0 *
Edward F. Heil, Jr. Irrevocable Trust
Agreement #2 dated 12/1/83

Edward F. Heil, Trustee for 37,390 37,390 0 *
Karen Heil Irrevocable Trust
Agreement #2 dated 12/1/83

Edward F. Heil, Trustee for 37,390 37,390 0 *
Sandra Heil Irrevocable Trust
Agreement #2 dated 12/1/83

William K. Herbold & Norma Herbold 18,694 18,694 0 *

Home Infusion Pharmaceutical 200,000 200,000 0 *
Services Inc.

Huffard & Co. L.P. 177,629(13) 47,406 130,223 2.21%

Huffard Family Partnership 37,390 37,390 0 *

Scott Hunsaker 18,694 18,694 0 *

Miles A. Hutson 18,694 18,694 0 *

IGI Holdings, Inc. 97,492(14) 97,492(14) 0 *

J-All Partnership 149,580 149,580 0 *

Arthur W. and Gaynor D. Johnson, 64,117 64,117 0 *
JT Ten

Samuel A. Jones 24,926 24,926 0 *

Kenneth A. Laningham, trustee, 62,323 62,323 0 *
K.A.L. Trust Agreement No. 1
U.A.D. 03-03-93

Susan K. Sanders Keller 49,926 24,926 25,000 *

Kingsland Associates 22,500 22,500 0 *

James Laird 692,000(15) 692,000(15) 0 *

Richard N. and Mary E. Laminack 18,694 18,694 0 *
</TABLE>

11
<PAGE> 13
<TABLE>
<CAPTION>
Beneficial Ownership
After Offering(1)
-----------------

Neil Lande Custodian for Lynne Lande 37,390 37,390 0 *

Neil Lande Custodian for Sara Lande 37,390 37,390 0 *

Neil Lande Custodian for Stephen 37,390 37,390 0 *
Lande

Frederick C. Lane 91,015(16) 58,198(16) 32,817 *

Robert W. Lary 24,926 24,926 0 *

Norman Lattman 20,833 20,833 0 *

Michael P. and Helen Lawlor 24,926 24,926 0 *

Kenneth L. & Linda P. Lay 37,390 37,390 0 *

J.C. Ledet 17,821 17,821 0 *

Kenneth C. Leung 18,694 18,694 0 *

Earle S. Lilly 37,390 37,390 0 *

Roger P. Lindstedt 122,184 112,184 10,000 *

Robert A. Lurie 37,390 37,390 0 *

Dennis P. Lynch 217,269(17) 217,269(17) 0 *

Kristine and C. Berry Madden 18,694 18,694 0 *

Milton T. Maddox 20,694 18,694 2,000 *

MAK International Investment 97,492(18) 97,492(18) 0 *
Company Limited

W. Edward Massey 1,124,515(19) 17,148 1,107,367 11.04%

Ed McAninch 37,390 37,390 0 *

William T. McCaffrey 38,984(20) 38,984(20) 0 *

Kirby Cohn McConnell 37,390 37,390 0 *

W. Wallace McDowell, Jr 125,238(21)(22) 70,533(21) 54,705 0.55%

James M. McGinley 24,926 24,926 0 *

Nancy Goins McNeil 18,694 18,694 0 *

Hermann Merkin 77,592(23) 77,592(23) 0 *

Dr. Harold E. Milkey, D.M.D 14,952 14,952 0 *

Brooke A. Mitchell 37,390 37,390 0 *

Caroline S. Mitchell 18,694 18,694 0 *

Elizabeth A. Mitchell 18,694 18,694 0 *

</TABLE>

12
<PAGE> 14
<TABLE>
<CAPTION>
Beneficial Ownership
After Offering(1)
-----------------

Donald F. Moorehead, Jr 24,926 24,926 0 *

George O. Moorehead 24,890 24,890 0 *

George O. Moorehead SEP 18,730 18,730 0 *

Ben T. Morris 18,694 18,694 0 *

Averell H. Mortimer 20,440 20,440 0 *

G. William Moseley 316,607 323 316,284 3.16%

Nixon, Hargrave, Devans & Doyle LLP 49,947(25) 23,197 26,750 *

G. Robert O'Brien 141,243(26)(27) 38,082(26)(27) 103,161 1.03%

Thomas J. O'Haren 74,788 74,788 0 *

John M. O'Quinn 349,028 349,028 0 *

John A. and Janice E. Pinto 74,788 74,788 0 *

Anaka K. Prakash 37,390 37,390 0 *

David Preisler 24,926 24,926 0 *

Prima Partners, L.P. 777,527(28) 777,527(28) 0 *

Leroy E. Quigley 24,926 24,926 0 *

Shawkat Raslan 878,064(28)(29) 35,537 65,000 .65%

Katherine Day Rauch 18,694 18,694 0 *

Leonard Rauch 62,323 62,323 0 *

Chris C. Reidel 15,504(30) 15,504(30) 0 *

John S. Reiland 24,926 24,926 0 *

Pamela Gaye Anderson Reiling 12,462 12,462 0 *

Richard K. Reiling 12,462 12,462 0 *

Mary E. Reynolds 18,694 18,694 0 *

William C. Robbins 37,390 37,390 0 *

Rosen Family Trust 49,858 49,858 0 *

Robert & Carole Roten, Co-TTEE's 71,298 71,298 0 *
FBO Robert and Carole Roten Living
Trust U.A.D. 1-16-91

Ronald L. Russell Sr. and 71,073 71,073 0 *
Shirley J. Russell

Nolan Ryan 37,390 37,390 0 *

Sanders Morris Mundy, Inc. 552,195(31) 552,195(31) 0 *
</TABLE>

13
<PAGE> 15
<TABLE>
<CAPTION>
Beneficial Ownership
After Offering(1)
-----------------

Bret D. Sanders 49,926 24,926 25,000 *

Christine M. Sanders 54,926 24,926 30,000 *

Don A. Sanders 692,846(32)(33) 692,846(33) 0 *

Katherine U. Sanders 271,909 211,909 60,000 *

Laura K. Sanders 49,926 24,926 25,000 *

Quinlan Quiros Schnitzer 37,390 37,390 0 *

Gladys Sherak 10,417 10,417 0 *

Leon Silverman 100,000 100,000 0 *

Bruce Slovin 74,788 74,788 0 *

Sherri D. Spicer 64,117 64,117 0 *

Sherri D. Spicer, Trustee 18,694 18,694 0 *
Lindsey Spicer #1 Trust

Dr. Michael W. Stavinoha 17,821 17,821 0 *

Theo Patricia Story 62,323 62,323 0 *

Neil B. Strauss 37,390 37,390 0 *

Donald S. Taylor 37,390 37,390 0 *

Dr. Steven D. Thompson 35,622 35,622 0 *

David Towery 18,694 18,694 0 *

Jack T. Trotter 74,788 74,788 0 *

James T. Ulmer, IRA DTD 4/6/93 18,694 18,694 0 *

Tony Vallone 37,390 37,390 0 *

Dr. Bruce Van Horn 74,781(34) 74,781(34) 0 *

Gerrit Vreeland 35,646 35,646 0 *

Jack Walls 10,417 10,417 0 *

Stan Wallace 18,694 18,694 0 *

George M. Waluk 37,390 37,390 0 *

Edward L. Whalen 2,172 2,172 0 *

Linett Wilkerson 18,694 18,694 0 *

Leonard Stanley Wolowiec 53,472 53,472 *

</TABLE>

14
<PAGE> 16
<TABLE>
<S> <C> <C> <C> <C>
Total.......................... 16,133,174 14,019,867 2,113,307 8.96%
</TABLE>

- -----------------------------

(1) The figures for the number of shares and the percentage of shares
beneficially owned by the Selling Shareholders after the offering are
based on the assumption that all of the Selling Shareholders will sell
all of the shares registered for sale hereby. See "Plan of
Distribution."

(2) The number of shares of Common Stock listed for each Selling
Shareholder includes the shares of Common Stock which will be issued
if, and when, the Selling Shareholder converts its $35.00 Preferred
Stock, if any, to Common Stock. This number of shares of Common Stock
also includes the shares of Common Stock issued through April 30, 1997
as dividends on the $35.00 Preferred Stock.

(3) Includes 13,768 shares of Common Stock issuable upon exercise of a
Warrant.

(4) All 1,038,000 shares of Common Stock are issuable upon exercise of an
Option. Mr. Ali is a consultant to the Company.

(5) Includes 5,507 shares of Common Stock issuable upon exercise of a
Warrant.

(6) Brobeck, Phleger & Harrison LLP ("BPH") is, and its predecessor firm,
Brobeck Hale and Dorr International ("BHD"), was, outside counsel to
the Company.

(7) All 569,494 shares of Common Stock are issuable upon exercise of a
Warrant.

(8) All 1,564,821 shares of Common Stock are issuable upon exercise of a
Warrant.

(9) All 435,495 shares of Common Stock are issuable upon exercise of a
Warrant.

(10) Day, Berry & Howard is special outside counsel to the Company.

(11) Includes 25,000 shares of Common Stock issuable upon exercise of a
stock option. Mr. Ford is a director of the Company. Also includes
37,390 shares of Common Stock held by Hadley C. Ford, IRA T25422, State
Street Bank & Trust FBO.

(12) Includes 25,000 shares of Common Stock issuable upon exercise of a
stock option. Mr. Gunn is a director of the Company.

(13) Mr. Jay C. Huffard, managing director of the general partner thereof,
is Interim President, Chief Executive Officer, Chairman and a director
of the Company. Does not include 207,500 shares and exercisable
options owned directly by Mr. Huffard.

(14) Includes 6,883 shares of Common Stock issuable upon exercise of a
Warrant.

(15) All 692,000 shares of Common Stock are issuable upon exercise of an
Option. Mr. Laird is a consultant to the Company.

(16) Includes 4,130 shares of Common Stock issuable upon exercise of a
Warrant.

15
<PAGE> 17
(17) Includes 15,420 shares of Common Stock issuable upon exercise of a
Warrant.

(18) Includes 6,883 shares of Common Stock issuable upon exercise of a
Warrant.

(19) Mr. Massey resigned as a director of the Company in September, 1996.

(20) Includes 2,753 shares of Common Stock issuable upon exercise of a
Warrant.

(21) Includes 2,755 shares of Common Stock issuable upon exercise of a
Warrant.

(22) Also includes 25,000 shares of Common Stock issuable upon exercise of a
stock option. Mr. McDowell is a director of the Company.

(23) Includes 5,507 shares of Common Stock issuable upon exercise of a
Warrant.

(24) Includes 56,084 Conversion Shares and Dividend Shares held by Michael
W. Mitchell IRA dated 1/2795.

(25) Includes 25,000 shares of Common Stock issuable upon exercise of a
stock option. A director of the Company is a member of the firm.

(26) Includes 1,377 shares of Common Stock issuable upon exercise of a
Warrant.

(27) Mr. O'Brien resigned as a director and officer of the Company in
October 1996.

(28) Includes 41,303 shares of Common Stock issuable upon exercise of a
Warrant issued to Prima Management Corp, the general partner of Prima
Partners, L.P. Mr. Jay C. Huffard and Mr. Shawkat Raslan, both
directors of the Company, are officers, directors and shareholders of
Prima Management Corp. and special limited partners and limited
partners of Prima Partners, L.P.

(29) Includes 777,527 Conversion Shares and Dividend Shares held by Prima
Partners, L.P.

(30) Includes 1,100 shares of Common Stock issuable upon exercise of a
Warrant.

(31) Includes 523,185 shares of Common Stock issuable upon exercise of a
Warrant.

(32) Includes 2,755 shares of Common Stock issuable upon exercise of a
Warrant.

(33) Includes 40,000 shares of Common Stock as to which Mr. Sanders
expressly disclaims beneficial ownership. Does not include 20,901
shares of Common Stock over which Mr. Sanders has dispositive power but
does not have beneficial ownership.

(34) Includes 37,390 Conversion Shares and Dividend Shares held by Bruce Van
Horn IRA dated 3/17/94.

* Less than 1%.

All of the Shares being offered hereby were acquired by the Selling
Shareholders from the Company in private placement transactions. Assuming the
exercise of all the outstanding Warrants and Options, the Warrant Shares and
Option Shares will be acquired by the Selling Shareholders at purchase prices
per share of $1.58882 and $0.15, respectively. The Shares are being included in
this offering as a result of certain contractual arrangements with the Selling
Shareholders. The Company has agreed to bear the expenses (other than selling
commissions and fees and expenses of certain advisors to the Selling
Shareholders) in connection with the registration of the Shares. All of the
Dividend Shares were acquired by the Selling Shareholders as dividends on the
$35.00 Preferred Stock at prices based upon the market price of the Common Stock
during a period prior to payment of such dividends.

16
<PAGE> 18
The sale of Shares by "affiliates" (as such term is defined in Rule
144(a) under the Securities Act) are subject to the volume and manner of sale
restrictions set forth in Rule 144. The Company has agreed to prepare and file
such amendments and supplements to the Registration Statement as may be
necessary to keep this Registration Statement effective for not less than three
years or until two-thirds of certain of the Shares have been sold pursuant to
the Registration Statement of which this Prospectus is a part.

17
<PAGE> 19
PLAN OF DISTRIBUTION

The Shares covered hereby may be offered and sold from time to time by
the Selling Shareholders, pursuant to this Prospectus or Rule 144 under the
Securities Act (or any other applicable exemption from registration under the
Securities Act). The Selling Shareholders will act independently of the Company
in making decisions with respect to the timing, manner and size of each sale.
The Selling Shareholders may sell the Shares being offered hereby in one or more
transactions, including block transactions, in the over-the-counter market, on
any Exchange pursuant to and in accordance with the applicable rules of such
Exchanges, in negotiated transactions or in a combination of any such methods of
sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices.

The Shares may be offered directly, to or through agents designated
from time to time or through brokers or dealers, or through any combination of
these methods of sale. Such agent, broker or dealer may receive compensation in
the form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the Shares for whom such broker-dealers may act as
agents or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). A member
firm of an Exchange may be engaged to act as the Selling Shareholder's agent in
the sale of Shares by the Selling Shareholder. Brokerage fees will be paid by
the Selling Shareholders.

At the time a particular offer of Shares is made, to the extent
required, a supplemental Prospectus will be distributed which will set forth the
number of Shares being offered and the terms of the offering including the name
or names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for the Shares purchased from Selling Shareholders, any discounts,
commissions and other items constituting compensation from the Selling
Shareholders and any discounts, commissions or concessions allowed or reallowed
or paid to dealers.

In order to comply with the securities laws of the states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain of these
states the Shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with by the Selling
Shareholders, the Company and the brokers or dealers.

The sale of Shares by affiliates are subject to the volume and manner
of sale restrictions set forth in Rule 144.

The Selling Shareholders and any broker-dealers, agents or underwriters
that participate with the Selling Shareholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Selling Shareholder Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The Company has
agreed to indemnify certain Selling Shareholders and their affiliates against
certain liabilities, including liabilities under the Securities Act. Certain
Selling Shareholders have agreed to indemnify the Company and its affiliates
against certain liabilities, including liabilities under the Securities Act.

The Company has agreed to bear the expenses (other than selling
commissions and fees and expenses of certain advisors to the Selling
Shareholders) in connection with the registration of the Shares.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 40,000,000 shares of
Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred Stock,
par value $1.00 per share.

COMMON STOCK

As of June 30, 1997, there were 10,008,475 shares of Common Stock
outstanding, which were held of record by approximately 409 shareholders.

18
<PAGE> 20
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of shareholders, including the election of
directors. The holders of $35.00 Preferred Stock are entitled to vote their
shares on an as-converted basis with the Common Stock. The Common Stock does not
have cumulative voting rights, which means that the holders of a majority of the
shares voting for election of directors can elect all members of the Board of
Directors. Under New York law, the approval of the holders of two-thirds of all
outstanding stock is required to effect a merger of the Company or the
disposition of all or substantially all the Company's assets. A majority vote is
sufficient for certain other actions that require the vote or concurrence of
shareholders. Dividends may be paid ratably to holders of Common Stock when and
if declared by the Board of Directors out of funds legally available therefor.
Upon liquidation or dissolution of the Company, the holders of Common Stock will
be entitled to share ratably in the assets of the Company legally available for
distribution to shareholders after payment of liabilities and payment of the
liquidation preference on the Preferred Stock outstanding.

The holders of Common Stock have no preemptive or conversion rights or
other subscription rights and are not subject to calls or assessments by the
Company. The shares of Common Stock offered hereby will be, when issued and paid
for, fully paid and non-assessable.

LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon for the
Company by Brobeck, Phleger & Harrison LLP, New York, New York.

EXPERTS

The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given their authority as experts in accounting and
auditing.

INDEMNIFICATION

Article IX of the Company's Restated Certificate of Incorporation and
Article VI of the Company's By-Laws provide that the Company may indemnify each
current and former director, officer, and any employee or agent of the
corporation, his or her heirs, executors, and administrators, against expenses
reasonably incurred or any amounts paid by him or her in connection with any
action, suit, or proceeding to which he or she may be made a party by reason of
being or having been a director, officer, employee or agent of the corporation
to the fullest extent permitted by the Business Corporation Law of the State of
New York.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

Reference is made to Sections 720 through 726 of the New York Business
Corporation Law as such Sections pertain to indemnification matters.

19
<PAGE> 21
14,019,867 Shares

U.S. HomeCare Corporation

Common Stock

PROSPECTUS

AUGUST 8, 1997

<PAGE> 22
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth an estimate of the expenses to be
incurred by the Company in connection with the issuance and distribution of the
securities being registered:

<TABLE>
<CAPTION>
Amount to
Be Paid
-------
<S> <C>
Registration Fee -- SEC $ 4,248
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 6,900
Miscellaneous 3,852
-------
Total $30,000
=======
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Reference is made to Sections 720 through 726 of the New York Business
Corporation Law as such Sections pertain to indemnification matters.

ITEM 16. EXHIBITS

The following is a list of Exhibits filed as part of the Registration
Statement:

*4.1 Specimen Certificate for Shares of Registrant's Common Stock (to be
filed by amendment).

*4.2 Provisions of the Restated Certificate of Incorporation and By-laws of
the Registrant defining the rights of holders of Common Stock of the
Registrant, incorporated herein by reference to Exhibit 3(a) to the
Registrant's Registration Statement on Form S-1 (Registration No.
33-40288) and to Exhibit 3(b) to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-40288).

*4.3 Shareholders and Registration Rights Agreement dated as of March 15,
1989. (Filed as Exhibit 10(g) to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-40288) and incorporated
herein by reference.).

*4.4 Form of 9% Convertible Subordinated Debenture. (Filed as Exhibit 10(h)
to the Registrant's Registration Statement on Form S-1 (Registration
No. 33-40288) and incorporated herein by reference.).

II-1
<PAGE> 23

*4.5 Standstill Agreement among Florence Katz, Judith Smith, Steven Cole and
Registrant dated February 1, 1988. (Filed as Exhibit 10(i) to the
Registrant's Registration Statement on Form S-1 (Registration No.
33-40288) and incorporated herein by reference.).

*4.6 Stock Purchase Warrant, dated October 6, 1995, granted to The Chase
Manhattan Bank. (Filed as Exhibit 4.4 to the Registrant's Form 10-K,
filed March 31, 1997 and incorporated herein by reference.).

*4.7 Stock Purchase Warrant, dated October 6, 1995, granted to Connecticut
Development Authority. (Filed as Exhibit 4.5 to the Registrant's Form
10-K, filed March 31, 1997 and incorporated herein by reference.).

*4.8 Stock Purchase Warrant, dated October 6, 1995, granted to Creditanstalt
Bankverein. (Filed as Exhibit 4.6 to the Registrant's Form 10-K, filed
March 31, 1997 and incorporated herein by reference.).

*4.9 Stock Purchase Warrant, dated March 25, 1997, granted to The Chase
Manhattan Bank. (Filed as Exhibit 4.7 to the Registrant's Form 10-K,
filed March 31, 1997 and incorporated herein by reference.).

*4.10 Stock Purchase Warrant, date March 25, 1997, granted to Connecticut
Development Authority. (Filed as Exhibit 4.5 to the Registrant's Form
10-K, filed March 31, 1997 and incorporated herein by reference.).

*4.11 Stock Purchase Warrant, dated March 25, 1997, granted to Creditanstalt
Bankverein. (Filed as Exhibit 4.9 to the Registrant's Form 10-K, filed
March 31, 1997 and incorporated herein by reference.).

* 5. Opinion and Consent of Brobeck, Phleger & Harrison LLP.

*10.1 Credit Facility with Bank of New York Commercial Corporation, dated
March 15, 1989 and related amendments dated February 6, 1991 and April
25, 1991. (Filed as Exhibit 10(f) to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-40288) and incorporated
herein by reference.).

*10.2 1991 Employee Stock Purchase Plan. (Filed as Exhibit 10(m) to the
Registrant's Registration Statement on Form S-1 (Registration No.
33-45748) and incorporated herein by reference.).

*10.3 Agreement of Lease dated February 28, 1991. (Filed as Exhibit 10(k) to
the Registrant's Registration Statement on Form S-1. (Registration No.
33-40288) and incorporated herein by reference.).

*10.4 Letter of Intent dated February 12, 1992 with the Bank of New York to
extend and amend Revolving Credit and Security Agreement included as
Exhibit 4. (Filed as Exhibit 10(o) to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-45748) and incorporated
herein by reference.).

*10.5 Employee Stock Ownership Plan, as amended. (Filed as Exhibit 10(c) to
the Registrant's Registration Statement on Form S-1 (Registration No.
33-40288) and incorporated herein by reference.).

*10.6 1995 Stock Option/Stock Issuance Plan. (Filed as Exhibit 10.6 to the
Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.).

II-2
<PAGE> 24

*10.7 401(k) Plan, as amended. (Filed as Exhibit 10(d) to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-40288) and
incorporated herein by reference.).

*10.8 Lease Agreement dated January 31, 1992. (Filed as Exhibit 10(n) to the
Registrant's Registration Statement on Form S-1 (Registration No.
33-45748) and incorporated herein by reference.).

*10.9 Lease Agreement dated July 28, 1988. (Filed as Exhibit 10(e) to the
Registrant's Registration Statement on Form S-1 (Registration No.
33-40288) and incorporated herein by reference.).

*10.10 Credit facility with The Chase Manhattan Bank dated March 19, 1993.
(Filed as Exhibit 19 to the Registrant's Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference.).

*10.11 Lease Agreement dated May 18,1992. (Filed as Exhibit 20 to the
Registrant's Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference.).

*10.12 Lease Agreement dated July 1,1992. (Filed as Exhibit 21 to the
Registrant's Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference.).

*10.13 Lease Agreement dated August 1,1992. (Filed as Exhibit 22 to the
Registrant's Form 10-K for the year ended December 31,1992 and
incorporated herein by reference.).

*10.14 Lease Agreement dated November 18, 1992. (Filed as Exhibit 23 to the
Registrant's Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference.).

*10.15 Amendment No. I to Credit Facility with The Chase Manhattan Bank dated
November 8, 1993. (Filed as Exhibit 24 to the Registrant's Form 10-K
for the year ended December 31, 1993 and incorporated herein by
reference.).

*10.16 Letter Agreement with The Chase Manhattan Bank dated March 28, 1994.
(Filed as Exhibit 25 to the Registrant's Form 10-K for the year ended
December 31, 1993 and incorporated herein by reference.).

*10.17 Stock Purchase Agreement for $35 6% Convertible Preferred Stock, dated
January 31, 1995. (Filed as Exhibit 10.18 to the Registrant's Form 10-K
for the year ended December 31, 1994 and incorporated herein by
reference.).

*10.18 Employment Agreement of Stephen H. Matheson, dated January 27, 1995.
(Filed as Exhibit 10.19 to the Registrant's Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference.).

*10.19 Amendment No. 4 to Credit Facility with The Chase Manhattan Bank, dated
January 31, 1995. (Filed as Exhibit 10.20 to the Registrant's Form 10-K
for the year ended December 31, 1994 and incorporated herein by
reference.).

*10.20 Form of Stock Purchase Warrant, dated February 1, 1995. (Filed as
Exhibit 10.21 to the Registrant's Form 10-K for the year ended December
31, 1994 and incorporated herein by reference.).

*10.21 Amended and Restated Credit Agreement dated October 6, 1995, among U.S.
HomeCare Corporation and its Consolidated Subsidiaries, signatory
thereto, the Banks signatory thereto and The Chase Manhattan Bank, N.A.
as Agent. (Filed as Exhibit 3 to the Registrant's Form 10-Q for the
quarter ended September 30, 1995 and incorporated herein by
reference.).

II-3
<PAGE> 25

*10.22 Credit Agreement dated October 6, 1995 among U.S. HomeCare Corporation
and its Consolidated Subsidiaries, signatory thereto, and Fleet Bank,
National Association. (Filed as Exhibit 4 to the Registrant's Form 10-Q
for the quarter ended September 30, 1995 and incorporated herein by
reference.).

*10.23 Guarantee Agreement dated October 6, 1995 between Connecticut
Development Authority and Fleet Bank, National Association. (Filed as
Exhibit 5 to the Registrant's Form 10-Q for the quarter ended September
30, 1995 and incorporated herein by reference.).

*10.24 Amendment Number 1, dated October 31, 1996, to the Amended and Restated
Credit Agreement among U.S. HomeCare Corporation and its Consolidated
Subsidiaries, signatory thereto, the Banks signatory thereto and The
Chase Manhattan Bank, N.A., as agent. (Filed as Exhibit 10.24 to the
Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.).

*10.25 Amendment Number 2, dated November 14, 1996 to the Amended and Restated
Credit Agreement among U.S. HomeCare Corporation and its Consolidated
Subsidiaries, signatory thereto, the Banks signatory thereto and The
Chase Manhattan Bank, N.A., as agent. (Filed as Exhibit 10.25 to the
Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.).

*10.26 Amendment Number 3, dated March 25, 1997, to the Amended and Restated
Credit Agreement among U.S. HomeCare Corporation and its Consolidated
Subsidiaries, signatory thereto, the Banks signatory thereto and The
Chase Manhattan Bank, N.A., as agent. (Filed as Exhibit 10.26 to the
Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.).

*10.27 Amendment Number 1, dated November 14, 1996, to the Credit Agreement
among U.S. HomeCare Corporation and its Consolidated Subsidiaries,
signatory thereto, and Fleet Bank, National Association. (Filed as
Exhibit 10.27 to the Registrant's Form 10-K, filed March 31, 1997 and
incorporated herein by reference.).

*10.28 Amendment Number 2, dated March 25, 1997, to the Credit Agreement among
U.S. HomeCare Corporation and its Consolidated Subsidiaries, signatory
thereto, and Fleet Bank, National Association. (Filed as Exhibit 10.28
to the Registrant's Form 10-K, filed March 31, 1997 and incorporated
herein by reference.).

*10.29 Consulting Agreement between Mehdi Ali and U.S. HomeCare Corporation,
dated October 2, 1996. (Filed as Exhibit 10 (a) to the Registrant's
Quarterly Report on Form 10-Q for the period ended September 30, 1996
and incorporated herein by reference.).

*10.30 Consulting Agreement between James Laird and U.S. HomeCare Corporation,
dated October 2, 1996. (Filed as Exhibit 10 (b) to the Registrant's
Quarterly Report on Form 10-Q for the period ended September 30, 1996
and incorporated herein by reference.).

*10.31 Settlement Agreement and Mutual Release between G. Robert O'Brien and
U.S. HomeCare Corporation, dated October 14, 1996. (Filed as Exhibit
10.31 to the Registrant's Form 10-K, filed March 31, 1997 and
incorporated herein by reference.).

*10.32 Settlement Agreement and Mutual Release between Stephen H. Matheson and
U.S. HomeCare Corporation, dated October 14, 1996. (Filed as Exhibit
10.32 to the Registrant's Form 10-K, filed March 31, 1997 and
incorporated herein by reference.).

*10.33 Asset Purchase Agreement dated as of October 31, 1996 among Transworld
Acquisition Corp., Transworld Home HealthCare, Inc., U.S. HomeCare
Infusion Therapy Services Corporation of New Jersey, and U.S. HomeCare
Corporation. (Filed as Exhibit 10.33 to the Registrant's Form 10-K,
filed March 31, 1997 and incorporated herein by reference.).

II-4
<PAGE> 26

*10.34 Settlement Agreement, dated as of November 25, 1996, between U.S.
HomeCare Infusion Therapy Products Corporation and U.S. HomeCare
Corporation and Edward J. Abel, Abel Health Management Services, Inc.
and Home Infusion Pharmaceutical Services, Inc. (Filed as Exhibit 10.34
to the Registrant's Form 10-K, filed March 31, 1997 and incorporated
herein by reference.).

*10.35 Settlement Agreement, dated as of November 25, 1996, between U.S.
HomeCare Corporation and U.S. HomeCare Infusion Therapy Products
Corporation and Kingsland Associates. (Filed as Exhibit 10.35 to the
Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.).

23.1 Consent of Deloitte & Touche LLP, independent certified public
accountants.

*23.2 Consent of Brobeck Phleger & Harrison LLP (included in the opinion
filed as Exhibit 5).

*24. Powers of Attorney.

* Previously filed.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

II-5
<PAGE> 27
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1993, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1993, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1993, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-6
<PAGE> 28
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Hartford, State of Connecticut, on August 7, 1997.

U.S. HOMECARE CORPORATION

By: /s/Jay C. Huffard
-------------------------------------------
Jay C. Huffard
President, Chief Executive Officer,
Chairman and Director

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities indicated on August 7, 1997.

<TABLE>
<CAPTION>
Signature Title
- --------- -----

<S> <C>
By: /s/Jay C. Huffard President, Chief Executive Officer, Chairman and Director
-------------------------------
Jay C. Huffard

By: /s/ Clifford G. Johnson Vice President, Finance and Administration and Chief Financial Officer
------------------------------- (Principal Financial and Accounting Officer)
Clifford G. Johnson

By:* Director
-------------------------------
W. Wallace McDowell, Jr.

By:* Director
-------------------------------
Shawkat Raslan

By:* Director
-------------------------------
Susan S. Robfogel

By:* Director
-------------------------------
John R. Gunn

By:* Director
-------------------------------
Hadley C. Ford

*By:/s/Jay C. Huffard
-------------------------------
Jay C. Huffard
Attorney-in-fact
</TABLE>

II-7
<PAGE> 29
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
--- ----------- ----
<S> <C> <C>
*4.1 Specimen Certificate for Shares of Registrant's Common Stock...................................

*4.2 Provisions of the Restated Certificate of Incorporation and By-laws of the Registrant defining
the rights of holders of Common Stock of the Registrant, incorporated herein by reference
to Exhibit 3(a) to the Registrant's Registration Statement on Form S-1 (Registration
No. 33-40288) and to Exhibit 3(b) to the Registrant's Registration Statement on Form S-1
(Registration No. 33-40288)....................................................................

*4.3 Shareholders and Registration Rights Agreement dated as of March 15, 1989. (Filed as Exhibit
10(g) to the Registrant's Registration Statement on Form S-1 (Registration No. 33-40288) and
incorporated herein by reference.).............................................................

*4.4 Form of 9% Convertible Subordinated Debenture. (Filed as Exhibit 10(h) to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-40288) and incorporated herein by
reference.)....................................................................................

*4.5 Standstill Agreement among Florence Katz, Judith Smith, Steven Cole and Registrant dated
February 1, 1988. (Filed as Exhibit 10(i) to the Registrant's Registration Statement on Form S-1
(Registration No. 33-40288) and incorporated herein by reference.).............................

*4.6 Stock Purchase Warrant, dated October 6, 1995, granted to The Chase Manhattan Bank. (Filed
as Exhibit 4.4 to the Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.)....................................................................................

*4.7 Stock Purchase Warrant, dated October 6, 1995, granted to Connecticut Development Authority.
(Filed as Exhibit 4.5 to the Registrant's Form 10-K, filed March 31, 1997 and incorporated herein
by reference.).................................................................................

*4.8 Stock Purchase Warrant, dated October 6, 1995, granted to Creditanstalt Bankverein. (Filed as
Exhibit 4.6 to the Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.)....................................................................................

*4.9 Stock Purchase Warrant, dated March 25, 1997, granted to The Chase Manhattan Bank. (Filed
as Exhibit 4.7 to the Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.)....................................................................................

*4.10 Stock Purchase Warrant, date March 25, 1997, granted to Connecticut Development Authority.
(Filed as Exhibit 4.5 to the Registrant's Form 10-K, filed March 31, 1997 and incorporated herein
by reference.).................................................................................

*4.11 Stock Purchase Warrant, dated March 25, 1997, granted to Creditanstalt Bankverein. (Filed as
Exhibit 4.9 to the Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.)....................................................................................

* 5. Opinion and Consent of Brobeck, Phleger & Harrison LLP.........................................

*10.1 Credit Facility with Bank of New York Commercial Corporation, dated March 15, 1989 and
related amendments dated February 6, 1991 and April 25, 1991. (Filed as Exhibit 10(f) to the
Registrant's Registration Statement on Form S-1 (Registration No. 33-40288) and incorporated
herein by reference.)..........................................................................

*10.2 1991 Employee Stock Purchase Plan. (Filed as Exhibit 10(m) to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-45748) and incorporated herein by reference.).......
</TABLE>

<PAGE> 30

<TABLE>
<S> <C> <C>
*10.3 Agreement of Lease dated February 28, 1991. (Filed as Exhibit 10(k) to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-40288) and incorporated herein by
reference.)....................................................................................

*10.4 Letter of Intent dated February 12, 1992 with the Bank of New York to extend and amend
Revolving Credit and Security Agreement included as Exhibit 4. (Filed as Exhibit 10(o) to the
Registrant's Registration Statement on Form S-1 (Registration No. 33-45748) and incorporated
herein by reference.)..........................................................................

*10.5 Employee Stock Ownership Plan, as amended. (Filed as Exhibit 10(c) to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-40288) and incorporated herein by
reference.)....................................................................................

*10.6 1995 Stock Option/Stock Issuance Plan. (Filed as Exhibit 10.6 to the Registrant's Form 10-K,
filed March 31, 1997 and incorporated herein by reference.)....................................

*10.7 401(k) Plan, as amended. (Filed as Exhibit 10(d) to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-40288) and incorporated herein by reference.)....................

*10.8 Lease Agreement dated January 31, 1992. (Filed as Exhibit 10(n) to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-45748) and incorporated herein by reference.).......

*10.9 Lease Agreement dated July 28, 1988. (Filed as Exhibit 10(e) to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-40288) and incorporated herein by reference.).......

*10.10 Credit facility with The Chase Manhattan Bank dated March 19, 1993. (Filed as Exhibit 19 to the
Registrant's Form 10-K for the year ended December 31, 1992 and incorporated herein by
reference.)....................................................................................

*10.11 Lease Agreement dated May 18,1992. (Filed as Exhibit 20 to the Registrant's Form 10-K for the
year ended December 31, 1992 and incorporated herein by reference.)............................

*10.12 Lease Agreement dated July 1,1992. (Filed as Exhibit 21 to the Registrant's Form 10-K for the
year ended December 31, 1992 and incorporated herein by reference.)............................

*10.13 Lease Agreement dated August 1,1992. (Filed as Exhibit 22 to the Registrant's Form 10-K for
the year ended December 31,1992 and incorporated herein by reference.).........................

*10.14 Lease Agreement dated November 18, 1992. (Filed as Exhibit 23 to the Registrant's Form 10-K
for the year ended December 31, 1992 and incorporated herein by reference.)....................

*10.15 Amendment No. I to Credit Facility with The Chase Manhattan Bank dated November 8, 1993.
(Filed as Exhibit 24 to the Registrant's Form 10-K for the year ended
December 31, 1993 and incorporated herein by reference.).......................................

*10.16 Letter Agreement with The Chase Manhattan Bank dated March 28, 1994. (Filed as Exhibit 25
to the Registrant's Form 10-K for the year ended December 31, 1993 and incorporated herein by
reference.)....................................................................................

*10.17 Stock Purchase Agreement for $35 6% Convertible Preferred Stock, dated January 31, 1995.
(Filed as Exhibit 10.18 to the Registrant's Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference.).............................................................

*10.18 Employment Agreement of Stephen H. Matheson, dated January 27, 1995. (Filed as Exhibit 10.19
to the Registrant's Form 10-K for the year ended December 31, 1994 and incorporated herein by
reference.)....................................................................................

*10.19 Amendment No. 4 to Credit Facility with The Chase Manhattan Bank, dated January 31, 1995.
(Filed as Exhibit 10.20 to the Registrant's Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference.).............................................................
</TABLE>

<PAGE> 31

<TABLE>
<S> <C> <C>
*10.20 Form of Stock Purchase Warrant, dated February 1, 1995. (Filed as Exhibit 10.21 to the
Registrant's Form 10-K for the year ended December 31, 1994 and incorporated herein by
reference.)....................................................................................

*10.21 Amended and Restated Credit Agreement dated October 6, 1995, among U.S. HomeCare
Corporation and its Consolidated Subsidiaries, signatory thereto, the Banks signatory thereto and
The Chase Manhattan Bank, N.A. as agent. (Filed as Exhibit 3 to the Registrant's Form 10-Q
for the quarter ended September 30, 1995 and incorporated herein by reference.)................

*10.22 Credit Agreement dated October 6, 1995 among U.S. HomeCare Corporation and its Consolidated
Subsidiaries, signatory thereto, and Fleet Bank, National Association. (Filed as Exhibit 4 to the
Registrant's Form 10-Q for the quarter ended September 30, 1995 and incorporated herein by
reference.)....................................................................................

*10.23 Guarantee Agreement dated October 6, 1995 between Connecticut Development Authority and
Fleet Bank, National Association. (Filed as Exhibit 5 to the Registrant's Form 10-Q for the
quarter ended September 30, 1995 and incorporated herein by reference.)........................

*10.24 Amendment Number 1, dated October 31, 1996, to the Amended and Restated Credit Agreement
among U.S. HomeCare Corporation and its Consolidated Subsidiaries, signatory thereto, the Banks
signatory thereto and The Chase Manhattan Bank, N.A., as agent. (Filed as Exhibit 10.24 to the
Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by reference.)............

*10.25 Amendment Number 2, dated November 14, 1996 to the Amended and Restated Credit Agreement
among U.S. HomeCare Corporation and its Consolidated Subsidiaries, signatory thereto, the
Banks signatory thereto and The Chase Manhattan Bank, N.A., as agent. (Filed as Exhibit 10.25
to the Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by reference.).....

*10.26 Amendment Number 3, dated March 25, 1997, to the Amended and Restated Credit Agreement
among U.S. HomeCare Corporation and its Consolidated Subsidiaries, signatory thereto, the
Banks signatory thereto and The Chase Manhattan Bank, N.A., as agent. (Filed as Exhibit 10.26
to the Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by reference.).....

*10.27 Amendment Number 1, dated November 14, 1996, to the Credit Agreement among U.S.
HomeCare Corporation and its Consolidated Subsidiaries, signatory thereto, and Fleet Bank,
National Association. (Filed as Exhibit 10.27 to the Registrant's Form 10-K, filed March 31, 1997
and incorporated herein by reference.).........................................................

*10.28 Amendment Number 2, dated March 25, 1997, to the Credit Agreement among U.S. HomeCare
Corporation and its Consolidated Subsidiaries, signatory thereto, and Fleet Bank, National
Association. (Filed as Exhibit 10.28 to the Registrant's Form 10-K, filed March 31, 1997 and
incorporated herein by reference.).............................................................

*10.29 Consulting Agreement between Mehdi Ali and U.S. HomeCare Corporation, dated October 2,
1996. (Filed as Exhibit 10 (a) to the Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1996 and incorporated herein by reference.)................................

*10.30 Consulting Agreement between James Laird and U.S. HomeCare Corporation, dated October 2,
1996. (Filed as Exhibit 10 (b) to the Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1996 and incorporated herein by reference.)................................

*10.31 Settlement Agreement and Mutual Release between G. Robert O'Brien and U.S. HomeCare
Corporation, dated October 14, 1996. (Filed as Exhibit 10.31 to the Registrant's Form 10-K, filed
March 31, 1997 and incorporated herein by reference.)..........................................

*10.32 Settlement Agreement and Mutual Release between Stephen H. Matheson and U.S. HomeCare
Corporation, dated October 14, 1996. (Filed as Exhibit 10.32 to the Registrant's Form 10-K, filed
March 31, 1997 and incorporated herein by reference.)..........................................
</TABLE>

<PAGE> 32

<TABLE>
<S> <C> <C>
*10.33 Asset Purchase Agreement dated as of October 31, 1996 among Transworld Acquisition Corp.,
Transworld Home HealthCare, Inc., U.S. HomeCare Infusion Therapy Services Corporation of
New Jersey, and U.S. HomeCare Corporation. (Filed as Exhibit 10.33 to the Registrant's Form
10-K, filed March 31, 1997 and incorporated herein by reference.)..............................

*10.34 Settlement Agreement, dated as of November 25, 1996, between U.S. HomeCare Infusion
Therapy Products Corporation and U.S. HomeCare Corporation and Edward J. Abel, Abel Health
Management Services, Inc. and Home Infusion Pharmaceutical Services, Inc. (Filed as Exhibit
10.34 to the Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.)....................................................................................

*10.35 Settlement Agreement, dated as of November 25, 1996, between U.S. HomeCare Corporation and
U.S. HomeCare Infusion Therapy Products Corporation and Kingsland Associates. (Filed as
Exhibit 10.35 to the Registrant's Form 10-K, filed March 31, 1997 and incorporated herein by
reference.)....................................................................................

23.1 Consent of Deloitte & Touche LLP, independent certified public accountants.....................

*23.2 Consent of Brobeck Phleger & Harrison LLP (included in the opinion filed as Exhibit 5).........

*24. Powers of Attorney.............................................................................

</TABLE>

* Previously Filed.

<PAGE> 1

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 333-26201 of U.S. HomeCare Corporation on Form
S-2 of our report dated March 27, 1997, appearing in the Annual Report on Form
10-K of U.S. HomeCare Corporation for the year ended December 31, 1996 and to
the reference to us under the heading "Experts" in the Prospectus, which is
part of this registration statement.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Hartford, Connecticut

August 1, 1997