SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 3
Under the Securities Exchange Act of 1934
U.S. HOMECARE CORPORATION
(Name of issuer)
COMMON STOCK
(Title of class of securities)
911819100
(CUSIP number)
Don A. Sanders, 3100 Chase Tower
Houston, Texas 77002 (713) 224-3100
(Name, address and telephone number of person
authorized to receive notices and communications)
May 28, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
schedule 13D, and is filing this schedule because of Rule 13d-1
(b) (3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership or more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
SCHEDULE 13D
CUSIP No. 911819100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OR ABOVE PERSON
DON A. SANDERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (
(b) (
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) (
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 1,322,385
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 1,322,385
PERSON WITH 10 SHARED DISPOSITIVE POWER
398,971
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,721,356
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer
No material changes.
Item 2. Identity and Background
No material changes.
Item 3. Source and Amount of Funds or Other Consideration
No material changes.
Item 4. Purpose of Transaction
No material changes.
Item 5. Interest in Securities of the Issuer
The Reporting Person directly owns 716,630 shares of Issuer's
Common Stock; 27,729 shares of the Issuer's $35.00 6% Convertible
Preferred Stock that are convertible into 603,254 shares of
Issuer's Common Stock and 2501 Warrants to purchase 2501 shares
of the Issuer's Common Stock. The Reporting Person has the
shared power to dispose of or direct the disposition of 53,764
shares of Issuer's Common Stock and 13,750 shares of the Issuer's
$35.00 6% Convertible Preferred Stock that is convertible into
299,136 shares of the Issuer's Common Stock (the "Client Shares")
of certain of the Reporting Person's clients (the "Clients") from
whom the Reporting Person has been granted the right to dispose
of or direct the disposition of the Client's shares. The
Reporting Person's Spouse directly owns 24,316 shares of the
Issuer's Common Stock, and 1000 shares of the Issuer's $35.00 6%
Convertible Preferred Stock that is convertible into 21,755
shares of the Issuer's Common Stock ("Spousal Shares"). The
Client Shares together with the Reporting Person's shares and the
Spousal Shares represent an aggregate total of 1,721,356 shares
or 13% of the Common Stock.
The Reporting Person has the sole power to vote or to direct the
vote, and to dispose of or to direct the disposition of the
Reporting Person Shares and the shared power to dispose of or to
direct the disposition of the Client Shares.
The Reporting Person claims no beneficial ownership of
dispositive powers with regard to the Spousal Shares.
The following table lists all of the Reporting Person's
transactions involving Common Stock during the last 30 days.
There have been no Spousal or Client transactions in the last 30
days.
DATE NUMBER OF SHARES PRICE PER SHARE
5/28/98 40,000 .505
During the past 90 days, the Reporting Person received 39,378
in stock dividends from the company.
The Reporting Person's Spouse received 1,419 in stock dividends
from the company. The Reporting Person's clients accounts
received 3,903 in stock dividends from the company.
The Reporting Person has the right to receive or the power to
direct receipt of dividends from, or the proceeds from the sale
of all the Reporting Person's shares, while the applicable Client
has the right to receive or the power to direct receipt of
dividends from, or the proceeds from the sale of the applicable
Client shares.
The Spouse has the right to receive or the power to direct
receipt of dividends from, or the proceeds from the sale of all
the Spousal shares of Common Stock.
(e) n/a
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No material changes.
Item 7. Material to be Filed as Exhibits
No material changes.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this filing
is true, correct and complete.
Dated June 30, 1998
/s/ Don A. Sanders
