NEWCARE HEALTH CORP
8-K/A, 1997-02-21
SKILLED NURSING CARE FACILITIES
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                      SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
   
                                   FORM 8-K/A

                                AMENDMENT NO. 1
    
                                CURRENT REPORT

                      Pursuant to Section 13 of 15(d) of the
                         Securities Exchange Act of 1934

                               February 6, 1997
                 ------------------------------------------------
                 Date of Report (date of earliest event reported)

                            NEWCARE HEALTH CORPORATION
               ----------------------------------------------------
               Exact name of Registrant as Specified in its Charter

         Nevada                    0-24110                 86-0594391
- ---------------------------    ---------------    ---------------------------
State or Other Jurisdiction    Commission File    IRS Employer Identification
     of Incorporation              Number                   Number

              3600 Oak Manor Lane, Building 4, Largo, Florida 34644
           ----------------------------------------------------------
           Address of Principal Executive Offices, Including Zip Code

                                (813)586-4262  
               --------------------------------------------------
               Registrant's Telephone Number, Including Area Code
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Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a) EXHIBITS.

         Exhibit 16.     Letter from Lovelace, Roby & Company, P.A.
_______________
    
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                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                   NEWCARE HEALTH CORPORATION

Dated: February 18, 1997           By /s/ Ashok Dalal
                                      Ashok Dalal, Executive Vice President    

LOVELACE, ROBY & COMPANY, P.A.
Certified Public Accountants & Management Consultants
Commerce Plaza, Suite 400
1201 South Orlando Avenue
Winter Park, Florida 32789-7192

February 13, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read Item 4 of Form 8-K, dated February 10, 1997, of NewCare Health
Corporation and are in agreement with the statements contained in Paragraphs
(a), (b), (d) and (f) on Page 2 therein.  With regard to Paragraph (d), we
have not been engaged to audit and have not audited any periods subsequent to
December 31, 1995.  We have no basis to agree or disagree with other
statements of the registrant contained therein.

                                    Very truly yours,

                                    /s/ Lovelace, Roby & Company, P.A.
                                    Lovelace, Roby & Company, P.A.


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