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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------

                                   FORM 10-K/A

|X|        ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(D) OF THE  SECURITIES
           EXCHANGE ACT OF 1934

           FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996. OR |_| TRANSITION REPORT
           PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF
           1934

                         COMMISSION FILE NUMBER: 0-26502

                         COMMUNITY CARE OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                               52-1823411
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                              Identification No.)


                     3050 NORTH HORSESHOE DRIVE, SUITE 260,
                              NAPLES, FLORIDA 34104
                    (Address of principal executive offices)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (941) 435-0085

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

       SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON
                             STOCK, $.0025 PAR VALUE

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. |X| Yes |_| No

           Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |_|

           The aggregate market value of Common Stock held by  non-affiliates of
the registrant as of March 31, 1997 was  approximately  $19,161,858.  Solely for
purposes of this computation,  the registrant's directors and executive officers
have been deemed to be  affiliates.  Such  treatment  is not intended to be, and
should not be construed to be, an admission by the  registrant or such directors
and officers that any of such persons are  "affiliates," as that term is defined
under the Securities Act of 1933.

           The number of shares of common stock outstanding as of March 31, 1997
was 7,597,801.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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<PAGE>



                                     PART II

ITEM 10:  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           The directors and executive officers of the Company are as follows:


NAME                             AGE    POSITION
John L. Silverman.............    55    Chairman of the Board and Director
Deborah A. Lau................    36    President, Chief Executive Officer and 
                                           Director
William J. Krystopowicz.......    45    Executive Vice President and
                                           Director of Mergers and Acquisitions
Robert N. Elkins, M.D.........    53    Director
Michael S. Blass..............    40    Director

           John L.  Silverman  has,  since July 1995,  been  President and Chief
Executive Officer of Asia Care, Inc., a company seeking  investments in Asia for
its parent,  Integrated Health Services, Inc. ("IHS"). From 1985 until he joined
Asia Care,  Inc.,  Mr.  Silverman was President and Chief  Executive  Officer of
Venturecorp,  Inc., a venture capital and investment  management company. He has
also served as Chief  Financial  Officer since October 1990,  and President from
October 1990 to April 1993,  of the Chi Systems  Inc.,  a healthcare  consulting
company.  Mr.  Silverman  has served as the Chairman of the Board of the Company
since December 1993. Mr. Silverman is also a director of IHS and several private
companies.

           Deborah A. Lau joined the Company as  Executive  Vice  President  and
Chief Operating Officer in October 1995 and became President and Chief Executive
Officer (while retaining the post of Chief Operating  Officer) of the Company on
April 4, 1997.  From March 1989 until she joined the Company,  Ms. Lau served in
various  capacities with IHS, serving as Vice President of Financial  Operations
from January 1995,  Vice President  Healthcare  Controller from November 1993 to
December  1994 and Regional  Vice  President  from March 1989 to November  1993.
Prior  thereto,  Ms. Lau served as  Assistant  Controller  at  Continental  Care
Centers,  Inc.  Ms.  Lau  received  a B.S.  degree in  Accounting  and  Business
Administration from Towson State University.

           William J. Krystopowicz  joined the Company in July 1993,  serving as
interim  President  until February 1994,  since which time he has been Executive
Vice President.  Mr.  Krystopowicz  also served as the Company's Chief Financial
Officer from  February 1994 until June 1995.  Prior to joining the Company,  Mr.
Krystopowicz  served as IHS's Senior Vice  President of Financial  Services from
August 1988 and Vice  President - Controller  from June 1986 to July 1988.  From
July 1985 until he joined  IHS,  Mr.  Krystopowicz  was  Director of Finance and
Reimbursement of Genesis Health Ventures,  Inc., a long-term care operator.  Mr.
Krystopowicz received a B.S. degree in Accounting from LaSalle University.

           Robert N.  Elkins,  M.D.,  founder  of the  Company,  has served as a
director of the Company since December 1992. Dr. Elkins is currently Chairman of
the Board and Chief  Executive  Officer of IHS, a leading  provider  of subacute
healthcare  services,  positions  he has held since March 1986.  From 1980 until
co-founding  IHS in 1986,  Dr.  Elkins was a  co-founder  and Vice  President of
Continental  Care Centers,  Inc., an owner and operator of long-term  healthcare
facilities.  From 1976 through 1980, Dr. Elkins was a practicing physician.  Dr.
Elkins is a graduate of the University of Pennsylvania, received his M.D. degree
from the Upstate Medical Center, State University of New York, and completed his
residency at Harvard University Medical Center. Dr. Elkins is also a director of
Capstone Capital Corporation and Davstar Industries, Inc.

                                       -2-

<PAGE>



           Michael S. Blass has served as a director of the  Company  since July
1995.  Mr.  Blass has been a partner  in the law firm of Blass & Driggs for more
than the past five years.  Mr.  Blass  received a B.A.  degree  from  Georgetown
University and a J.D. degree from Fordham University.

           The Company's Certificate of Incorporation provides that the Board of
Directors shall be divided into three classes, with such classes to be as nearly
equal in number as the then total  number of directors  constituting  the entire
Board  permits.  Each class is elected for a term of three years.  The Company's
Board of  Directors  presently  consists  of four  members.  Deborah  A. Lau and
Michael S. Blass serve as Class I directors,  John L. Silverman  serves as Class
II director  and Robert N. Elkins  serves as Class III  director,  with terms of
office  scheduled to expire at the Company's 1999, 1997 and 1998 Annual Meetings
of Stockholders, respectively.

           Officers are elected by the Board of Directors  and may be removed at
any time by the Board.  The officers of the Company are elected  annually by the
Board of Directors at its meeting held  immediately  after the annual meeting of
the stockholders,  and hold their respective  offices until their successors are
duly elected and qualified.

           Stockholders  of the  Company  who,  at  April  25,  1997,  owned  an
aggregate of 733,392 shares of Common Stock (including 287,602 shares owned by a
partnership in which a limited partnership controlled by Dr. Elkins is a general
partner and is afforded  sole  voting  power) are parties to a Voting  Agreement
(the "Voting Agreement") with Dr. Elkins, in which such stockholders have agreed
that,  during the ten-year  term of the Voting  Agreement  (which was  effective
January 26, 1996), at all meetings of stockholders  and in all written  consents
of  stockholders,  they will  vote all  Common  Stock  owned by them in the same
manner as Common  Stock owned by Dr.  Elkins  (846,235  shares) is voted by him.
Each such  stockholder  has also  irrevocably  appointed  Dr. Elkins as proxy to
represent and vote all shares of Common Stock of such stockholder at any meeting
of  stockholders  of the Company and in all actions taken by written  consent of
stockholders.  Common Stock owned by such  stockholders will cease to be subject
to the Voting  Agreement  following any sale thereof in an  underwritten  public
offering pursuant to the Securities Act of 1933, as amended,  or in a sale under
Rule 144 promulgated under such Act. In addition,  Equity-Linked Investors, L.P.
("ELI-I")  and  Equity-Linked  Investors  II  ("ELI-II")  have  entered  into  a
Stockholders'  Agreement  with Dr.  Elkins and the Company  (the  "Stockholders'
Agreement"),  pursuant  to which ELI-I and ELI-II are  collectively  entitled to
designate  two nominees to the  Company's  Board of  Directors.  Dr.  Elkins has
agreed,  pursuant to the Stockholders'  Agreement, to vote all shares over which
he has voting  control for the  election  of such  nominees.  If the  collective
ownership of ELI-I and ELI-II falls below 665,907 shares,  they will be entitled
to one board nominee so long as they own any shares of Common  Stock.  ELI-I and
ELI-II,  which  currently own an aggregate of 1,331,814  shares of the Company's
Common Stock,  have had no designees  sitting on the Board since June 1996.  See
"Security  Ownership of Certain  Beneficial Owners and Management" in Item 12 of
this Report.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

           Section  16(a) of the  Securities  Exchange Act of 1934,  as amended,
requires  the  Company's  executive  officers  and  directors,  and  persons who
beneficially  own more than 10% of the Company's  Common  Stock,  to timely file
initial  statements of stock  ownership and  statements of changes of beneficial
ownership  with the  Securities  and Exchange  Commission  and furnish copies of
those  statements to the Company.  Based solely on a review of the copies of the
statements furnished to the Company to date, or written  representations that no
statements were required,  the Company believes that all statements  required to
be filed by such  persons  with  respect  to the  Company's  fiscal  year  ended
December 31, 1996 were timely filed, except that Messrs. Damon Ball, Rohit Desai
and Daniel Pine,  former  directors of the Company,  were late in filing reports
covering the

                                       -3-

<PAGE>



automatic grant of options to them in 1996 under the Company's 1995 Non-Employee
Director Stock Option Plan.

ITEM 11:  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

           The following table sets forth the annual and long-term  compensation
for services in all  capacities to the Company for the years ended  December 31,
1994,  1995 and 1996 of those  persons  who,  at any time  during the year ended
December 31, 1996, were: (i) the chief executive  officer of the Company or (ii)
an executive officer whose compensation  exceeded $100,000 during that year (the
"Named Officers"):

<TABLE>
<CAPTION>
                                                                                         LONG-TERM COMPENSATION
                                               ANNUAL COMPENSATION                             AWARDS
                                ---------------------------------------------------   ---------------------------
                                                                                      RESTRICTED       SECURITIES
NAME AND                                                           OTHER ANNUAL        STOCK          UNDERLYING      ALL OTHER
PRINCIPAL POSITION(1)           YEAR   SALARY($)  BONUS($)(2)    COMPENSATION($)(3)   AWARDS($)        OPTIONS(#)     COMPENSATION
------------------              ----   ---------  -----------    ------------------   ---------        ----------     ------------
<S>                             <C>    <C>        <C>                                                 <C>             <C>        
Gary W. Singleton               1996   $208,076   $ 76,110(4)            --                --         100,000(5)      $126,275(6)
  President and                                                                                                     
  Chief Executive Officer                                                                                           
                                                                                                                    
Kenneth W. Creasman             1996     96,503       --                 --                --            --            133,760(7)
  Former President and Former   1995    282,426     60,000               --                --            --              5,660
  Chief Executive Officer       1994    263,916    234,065(8)            --            $100,171(9)     86,487           50,000
                                                                                                                    
Deborah A. Lau                  1996    230,739     56,250               --                --            --            126,615(6)
  Executive Vice                1995     56,250     55,000               --                --          60,000           88,781
  President and Chief                                                                                               
  Operating Officer                                                                                                 
                                                                                                                    
William J. Krystopowicz         1996    180,003       --                 --                --            --            125,400(6)
  Executive Vice President      1995    138,917     40,000               --                --            --             25,000
  and Director of Mergers       1994    125,000     65,938                                                                --
  and Acquisitions                                                                                                  
                                                                                                                    
David H. Fater                  1996    221,050       --                 --                --            --            144,062(6)
  Executive Vice President      1995     95,630     65,000               --                --          25,316           30,000
  and Chief Financial Officer                                                                                       
</TABLE>
----------------------

(1)   Dr. Singleton  served as President and Chief Executive  Officer from April
      1996 until April 4, 1997. Dr. Singleton replaced Mr. Creasman who resigned
      on April 19,  1996.  Mr.  Fater,  who  joined  the  Company  in June 1995,
      resigned on January 31,  1997.  Ms. Lau, who joined the Company in October
      1995, as Executive Vice President and Chief  Operating  Officer,  replaced
      Dr.  Singleton as President and Chief  Executive  Officer and Mr. Fater as
      Chief  Financial  Officer on April 4, 1997.  Reported  salaries  cover the
      portion of the respective year such persons were employees of the Company.
      See "Employment Agreements" and "--Termination Agreements," below.

(2)   Except as otherwise indicated,  bonuses are reflected in the year to which
      they relate even if paid in a subsequent year.

(3)   None of the Named Officers received prequisites or other personal benefits
      in an  amount  large  enough  to  require  reporting,  nor did any of them
      receive any other  compensation  required to be  reported,  in this column
      under applicable Securities and Exchange Commission rules.


                                       -4-

<PAGE>



(4)   Represents a bonus paid to Mr. Singleton as an inducement to enter into an
      employment  agreement and join the Company  ($70,000) and to reimburse Mr.
      Singleton  for  vacation  pay  forfeited  by reason of  leaving  his prior
      employment ($6,110).

(5)   In connection with the termination of Dr. Singleton's employment,  options
      to purchase  25,000 shares  became  vested and options to purchase  75,000
      shares were terminated. See "--Option/SAR Grants in Last Fiscal Year."

(6)   Represents  amounts paid by the Company for supplemental  health insurance
      coverage of $1,275 for Dr.  Singleton,  $1,615 for Ms.  Lau,  $404 for Mr.
      Krystopowicz and $19,062 for Mr. Fater; and (b) the full amount ($125,000)
      of  vested  and  unvested  Company   contributions   under  the  Company's
      Supplemental  Deferred Compensation Plan ("SDCP") allocated during 1996 to
      each  of Dr.  Singleton,  Ms.  Lau,  Mr.  Krystopowic  and Mr.  Fater.  In
      connection with the termination in 1997 of Dr. Singleton's and Mr. Fater's
      Employment  Agreements,  the  Company  agreed to pay each  $25,000 in full
      settlement of their SDCP accounts.

(7)   Includes (a) accrued  vacation pay ($18,101)  paid in connection  with the
      termination of Mr. Creasman's  employment and (b) consulting  availability
      fees  ($110,782)  paid  subsequent to the  termination  of Mr.  Creasman's
      employment  and and (c) premium paid ($4,877) on life  insurance  prior to
      the   termination  of  Mr.   Creasman's   employment.   See   "Termination
      Agreements,"  below,  for  information  concerning  the  settlement of Mr.
      Creasman's Employment Agreement with the Company.

(8)   Includes a bonus of  $210,000  paid to Mr.  Creasman as an  inducement  to
      enter into an  employment  agreement  and join the Company,  which bonuses
      were charged to start-up expense in 1993.

(9)   Represents the  difference  between the fair market value of the Company's
      Common Stock on the date Mr. Creasman paid for the 64,693 shares of Common
      Stock purchased by him and the consideration  paid by him for such shares.
      Under  federal  income  tax  rules,  these  shares  may  be  deemed  to be
      restricted stock awards. In 1995, Mr. Creasman's  Employment Agreement was
      amended  in a  manner  so  that  the  shares  were  no  longer  considered
      restricted stock under those rules. The difference between the fair market
      value of such shares on the date of the  amendment  and the amount paid by
      Mr. Creasman for such shares was approximately  $354,000,  which amount is
      taxable to Mr. Creasman.  The Company loaned Mr. Creasman  $141,600 to pay
      the  estimated  income  taxes,  which  loans  were  discharged  in 1997 in
      connection  with the  settlement  of a lawsuit  commenced by Mr.  Creasman
      against the Company.  See "--Termination  Agreements," below, and "Certain
      Relationships and Related Transactions" in Item 13 of this Report.



                                       -5-

<PAGE>



OPTION/SAR GRANTS IN LAST FISCAL YEAR

           The following table contains certain  information  concerning options
granted  by the  Company  during  the year ended  December  31,  1996 to Gary W.
Singleton,  the only Named Officer who was granted options during 1996. No stock
appreciation rights ("SARs") have been granted by the Company.

<TABLE>
<CAPTION>
                                            INDIVIDUAL OPTIONS
                                                                                        POTENTIAL REALIZABLE
                        NUMBER OF       PERCENT OF                                        VALUE AT ASSUMED
                          SHARES       TOTAL OPTIONS    EXERCISE                        ANNUAL RATES OF STOCK
                        UNDERLYING      GRANTED TO       PRICE                         PRICE APPRECIATION FOR
                         OPTIONS       EMPLOYEES IN       PER        EXPIRATION         OPTION TERM (2)
NAME                     GRANTED        FISCAL YEAR      SHARE         DATE(1)          5%                10%
----                    ---------       -----------     -------       ---------        ----              ----
<S>                       <C>              <C>           <C>         <C>  <C>          <C>             <C>     
Gary W. Singleton         37,187           22.1%         $9.50       4/18/2006         $222,174        $563,032
                          62,813           37.4%         $9.50       5/30/2006         $375,276        $951,024
</TABLE>

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

(1)   In connection with the termination of Dr. Singleton's Employment Agreement
      in April 1997, the Company and Dr.  Singleton  agreed that, of the options
      granted to Dr.  Singleton,  options to  purchase  25,000  shares of Common
      Stock  would be fully  vested and the options to  purchase  the  remaining
      75,000 shares of Common Stock would be terminated.  Unless exercised on or
      before July 3, 1997,  the vested  options are to expire on that date.  See
      "Termination  Agreements,"  below. 

(2)   These  are  hypothetical   values  using  assumed  compound  growth  rates
      prescribed by the Securities and Exchange  Commission and are not intended
      to forecast possible future  appreciation,  if any, in the market price of
      the Common Stock.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES

           The following  table sets forth certain  information  concerning  the
number of shares of Common Stock  acquired  upon the  exercise of stock  options
during the year ended  December 31, 1996 by the Named  Officers and the value at
December 31, 1996 of shares of Common Stock subject to unexercised  options held
by the Named Officers. No SARs are held by any of such executive officers.

<TABLE>
<CAPTION>

                                                                NUMBER OF SHARES            VALUE OF
                                                                   UNDERLYING              UNEXERCISED
                                                                   UNEXERCISED            IN-THE-MONEY
                                                                OPTIONS AT FISCAL       OPTIONS AT FISCAL
                                                                    YEAR-END                YEAR-END
                            SHARES ACQUIRED       VALUE         (EXERCISABLE/            (EXERCISABLE/
            NAME              ON EXERCISE      REALIZED (1)     UNEXERCISABLE)        (UNEXERCISABLE) (2)
------------------------    ----------------   ------------     --------------        -------------------
<S>                                                                 <C>                 <C>          <C>
Gary W. Singleton                     ---           ---             0/100,000(3)        $0/          0
Deborah A. Lau                        ---           ---            16,190/43,810        $0/          0
William J. Krystopowicz             14,000        $109,455         22,362/16,565          $9,213/6,825
David H. Fater                        ---           ---          8,439/16,877(4)       $0/           0
</TABLE>

                                                        (footnotes on next page)

                                       -6-

<PAGE>



--------------
(1)   Represents the closing price of the underlying  Common Stock on The Nasdaq
      Stock Market's National Market on the date of exercise of the option minus
      the applicable  option exercise price,  multiplied by the number of shares
      acquired upon exercise of the option.

(2)   Represents the closing price of the underlying  Common Stock on The Nasdaq
      Stock Market's National Market at year-end minus the option exercise price
      multiplied by the applicable  number of shares subject to the option.  See
      "Termination Agreements," below.

(3)   In connection with the termination of Dr. Singleton's Employment Agreement
      in April 1997, the Company and Dr.  Singleton  agreed that, of the options
      held by Dr.  Singleton,  options to purchase 25,000 shares of Common Stock
      would be fully  vested and the options to purchase  the  remaining  75,000
      shares of Common Stock would be terminated.  Unless exercised on or before
      July  3,  1997,  the  vested  options  are to  expire  on that  date.  See
      "Termination Agreements," below.

(4)   As a result of the  termination of Mr. Fater's  employment,  these options
      will  expire  unless  exercised  before  May  1,  1997.  See  "Termination
      Agreements," below.

COMPENSATION OF DIRECTORS

           Directors of the Company  receive no cash  compensation  for services
rendered as directors.  The Company's  1995  Non-Employee  Director Stock Option
Plan (the  "Non-Employee  Director  Plan")  provides for the automatic  grant of
options to purchase  10,000  shares of Common  Stock at the time a  non-employee
director initially is elected to the Board and 5,000 shares to each non-employee
director in office  immediately  following the conclusion of each annual meeting
of stockholders at which directors are elected.  Options granted under this plan
have  a  ten-year  term  and  are   exercisable   in  three  equal   semi-annual
installments, on a cumulative basis, commencing six months following the date of
grant,  subject to early termination in certain instances,  at an exercise price
equal to the fair market value of the Common Stock on the date of grant.

EMPLOYMENT AGREEMENTS

           The  Company  is  presently  a party to  Employment  Agreements  (the
"Employment   Agreements")   with  each  of  Deborah  A.  Lau  and   William  J.
Krystopowicz.

           The Company's  Employment  Agreement with Ms. Lau provides for a term
of three years commencing October 2, 1995, with automatic one-year extensions on
each  anniversary  thereof unless either party elects not to so extend by giving
written  notice  at least 90 days  prior to such  anniversary  date.  Ms.  Lau's
current  base salary is $237,659  per annum,  subject to increase  annually by a
percentage equal to the percentage increase in the Consumer Price Index and such
additional amounts as may be determined at the discretion of the Company's Chief
Executive Officer.  In addition,  Ms. Lau may also receive annual bonuses at the
discretion of the Company's Chief Executive Officer, subject to a maximum amount
equal to 35% of base  salary per annum  (and a minimum  of $56,250  for the year
ended December 31, 1996).  Since Ms. Lau has become Chief  Executive  Officer of
the Company,  the Company intends to have  determinations as to salary increases
and bonuses made by either the full Board of Directors or the  Compensation  and
Options Committee of the Board. Ms. Lau's Employment Agreement provides that the
Company  may  terminate  her  employment  for,  among other  reasons,  cause (as
defined) by  continuing to pay Ms. Lau her then current base salary for a period
of 18 months  provided that if, at the time,  less than 18 months remains on the
term of her Employment Agreement, such base salary shall continue for the longer
of the remaining term of her Employment Agreement or 12 months.


                                       -7-

<PAGE>



           The Company's Employment Agreement with Mr. Krystopowicz provided for
an initial term extending  through  December 31, 1998,  with automatic  one-year
extensions  on each  January  1 (so that the term is then  three  years)  unless
either  party  elects not to so extend by giving  written  notice  prior to such
anniversary  date. The current base salary under Mr.  Krystopowicz's  Employment
Agreement is $184,860, subject to increase annually by a percentage equal to the
percentage  increase in the Consumer Price Index and such additional  amounts as
may  be   determined  at  the   discretion  of  the  Board  of  Directors.   Mr.
Krystopowicz's  Employment Agreement provides that the Company may terminate his
employment for, among other things,  cause (as defined) by continuing to pay Mr.
Krystopowicz  his then  current  base  salary for a period of 18 months.  Either
party shall have the right, at any time upon 180 days' notice,  to terminate the
Employment  Agreement  without  cause.  In the  event of such  termination,  the
Company is to continue to pay Mr.  Krystopowicz his then current base salary for
the remaining scheduled term of his Employment  Agreement.  In addition,  in the
event that either party  voluntarily  terminates the Employment  Agreement,  the
Company may elect to continue the non-competition restrictions contained therein
for a period of up to 18 months by paying to Mr. Krystopowicz an amount equal to
100% of his  then  current  base  salary  for  each  month  the  non-competition
restrictions are to be in effect.

           In the event of a "change of control"  of the  Company (as  defined),
Ms. Lau and Mr. Krystopowicz each have the right, upon giving 30 days' notice to
the  Company  within 180 days  following  such event (or, if  terminated  by the
Company during such 180 day period), to terminate his or her employment in which
event the executive shall be entitled to receive his or her then base salary for
a period  of 36  months  following  the date of such  termination  and all stock
options  then held by the  executive  shall become  fully  vested.  A "change of
control" of the Company is deemed to occur under the Employment  Agreements,  in
general:  (i) when a person,  other than  Robert N.  Elkins or an  institutional
investor,  becomes the "beneficial owner" of 20% or more of the Company's Common
Stock,  (ii) in the event of  certain  mergers  or  consolidations  in which the
Company is not the surviving  entity,  (iii) in the event of the sale,  lease or
transfer of substantially  all of the Company's assets or the liquidation of the
Company or (iv) if Robert N. Elkins ceases to be a director of the Company.

           Each  executive  is also  entitled to  participate  in the  Company's
employee  benefit  plans.  Whenever  the  executive  is  entitled  to  receive a
continuation of salary following termination or nonrenewal of employment,  he or
she is also entitled to receive a  continuation  of the  executive's  automobile
allowance  and any  hospital  or major  medical  insurance  during the period of
salary continuation.

           Each of the Employment  Agreements contains covenants by the employee
to, among other  things,  maintain the  confidentiality  of trade secrets of the
Company,  as well as  covenants  not to solicit  employees  or  customers of the
Company and, during specified periods,  not to be employed or have certain other
relationships  with  entities  which are  directly  in the  business  of owning,
operating or managing  businesses  which  compete  with  certain  aspects of the
Company's business.

TERMINATION AGREEMENTS

           Effective  April 19,  1996,  Mr.  Kenneth W.  Creasman,  who was then
serving as  President,  Chief  Executive  Officer and a director of the Company,
resigned.  By letter  agreement dated April 23, 1996 between the Company and Mr.
Creasman, except for the provisions concerning confidentiality of trade secrets,
non-solicitation of employees and customers and non-competition,  Mr. Creasman's
Employment Agreement, which extended through January 1, 1999 and under which Mr.
Creasman's annual salary was then $290,821, was terminated. In lieu thereof, Mr.
Creasman  agreed to be  available  as a  consultant  to the Company by telephone
regarding  proposed and  recently  completed  acquisitions  by the Company for a
period of 18 months at a monthly  consulting  fee of $24,136.  The Company  also
agreed to continue Mr. Creasman's employee health benefit package at the

                                       -8-

<PAGE>



Company's expense for a period of 18 months or until he secures other employment
with  comparable  benefits,  whichever  is earlier.  The letter  agreement  also
provided that, notwithstanding the provisions of his option agreements,  options
to purchase  28,147 shares became vested and,  together with options to purchase
30,183 shares which had already  vested,  remain  exercisable  for 180 days. The
remaining  options held by Mr.  Creasman (to  purchase  28,157  shares of Common
Stock) were terminated. All options have now expired unexercised. On January 30,
1997, as part of a settlement of a lawsuit  instituted by Mr.  Creasman  against
the Company, the consulting  arrangement and the Company's agreement to continue
health care benefits was terminated. See also "Certain Relationships and Related
Transactions" in Item 13 of this Report.

           Effective  April 4, 1997,  Dr. Gary W.  Singleton,  who  replaced Mr.
Creasman as President,  Chief  Executive  Officer and a director of the Company,
resigned.  By letter  agreement  dated that date, the Company and Dr.  Singleton
agreed to terminate Dr. Singleton's  Employment Agreement which had been entered
on April 19, 1996, except for the provisions  concerning the  confidentiality of
trade secrets,  non-solicitation of employees and customers and non-competition.
Dr. Singleton's Employment Agreement provided for, among other things, an annual
salary of $300,000  (subject to annual  increases)  and extended  through  April
1999,  subject to the  Company's  right to terminate  the  Employment  Agreement
earlier by making certain future payments to Dr. Singleton. In lieu thereof, Dr.
Singleton is receiving  severance pay of $154,500,  payable in installments over
eleven months (and evidenced by a non-interest  bearing  promissory  note),  and
received $25,000 in satisfaction of his rights under the Company's  Supplemental
Deferred  Compensation  Plan  (evidenced  by six-month  promissory  note bearing
interest at 7% per annum). All amounts due Dr. Singleton accelerate in the event
of a sale of the Company.  The Company  also agreed to continue Dr.  Singleton's
employee  health  benefit  package at the Company's  expense for a period of six
months.  The letter agreement also provides of the options to purchase shares of
the Company's  Common Stock held by Dr.  Singleton,  options to purchase  25,000
shares  (which were  scheduled  to vest in part on April 19, 1997 and in part on
May 31,  1997) would  immediately  vest.  Unless  exercised on or before July 3,
1997, the vested options will expire on that date. The remaining options held by
Dr.  Singleton  (to  purchase  75,000  shares of  Common  Stock)  terminated  in
accordance with their terms.

           Effective  January  31,  1997,  Mr.  David H. Fater,  Executive  Vice
President  and Chief  Financial  Officer  of the  Company,  resigned.  By letter
agreement  dated that date,  the Company and Mr. Fater  agreed to terminate  Mr.
Fater's  Amended  Employment  Agreement which had been entered into on April 26,
1996, except for the provisions concerning the confidentiality of trade secrets,
non-solicitation  of employees and customers and  non-competition.  Mr.  Fater's
Employment  Agreement  provided  for,  among other  things,  an annual salary of
$210,000 (subject to annual reviews,  a bonus and, in general,  extended through
June 26, 1997. In lieu thereof, Mr. Fater has received severance pay of $12,454.
The Company also agreed to pay Mr. Fater $6,000 in satisfaction of a claim under
a consulting  arrangement between the Company and a company related to Mr. Fater
which  existed  prior  to  Mr.  Fater's  joining  the  Company  and  $25,000  in
satisfaction   of  his  rights  under  the   Company's   Supplemental   Deferred
Compensation Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

           The Compensation and Options  Committee,  which currently consists of
Messrs. John L. Silverman and Dr. Robert N. Elkins, has power and authority with
respect to all matters pertaining to compensation payable by the Company and the
administration of employee  benefits,  deferred  compensation and stock plans of
the Company.

           Robert N. Elkins and John L.  Silverman  are  directors  of IHS.  Dr.
Elkins is also the  Chairman  of the Board and Chief  Executive  Officer of IHS.
Pursuant to a January 19, 1994 Consulting Agreement, during the

                                       -9-

<PAGE>



year ended December 31, 1996, the Company paid Symphony Health Care  Consulting,
Inc. ("SHCC"), a subsidiary of IHS, approximately $148,000 for services rendered
to the Company for consulting, training and cost reporting services with respect
to the Company's third party Medicare  reimbursement  operations.  SHCC provides
similar  services to a number of unrelated  companies at similar rates. In 1996,
the  Company  paid  Symphony   Rehabilitation  Services  and  Symphony  Pharmacy
Services, wholly-owned subsidiaries of IHS, $162,000 for therapy and $98,000 for
pharmacy  services,  respectively.  The Company believes that the terms on which
these  services have been and are being provided are as favorable to the Company
as could have been obtained from unaffiliated third parties.

           On December 27,  1996,  the Company and IHS entered into a Management
Agreement  (the  "Management  Agreement")  pursuant  to  which  the  Company  is
employing IHS to supervise,  manage and operate the financial,  accounting, MIS,
reimbursement and ancillary services contracting functions for the Company until
December 31, 2001. The Management  Agreement  provides for the Company to pay to
IHS for its services,  until December 31, 1997, an amount equal to the lesser of
2% of the Company's gross revenues (as defined) or the Company's annualized cost
of  performing  those  services  itself based on the period July 1, 1996 through
December 31, 1996.  Thereafter,  the  management fee payable to IHS is to be the
lesser of 2% of the Company's  gross  revenues or a percentage of gross revenues
determined by comparing the Company's cost of performing  such functions  during
the period July 1, 1996 through December 31, 1996 to its gross revenues for that
period. The gross revenues  percentage which is fixed may be increased from 2.0%
to 2.5% by  mutual  agreement  of the  parties  following  IHS's  review  of the
Company.

           At that  time,  the  Company  and IHS  Financial  Holdings,  Inc.,  a
wholly-owned  subsidiary of IHS, also entered into a loan  agreement  which,  as
amended on January 13, 1997, entitles the Company to borrow,  until December 27,
1998,  amounts on a revolving  credit basis so that no more than $5.0 million is
outstanding at any time.  Loan advances are subject to the consent of IHS to the
making  of  advances,  which  consent  may not be  unreasonably  withheld.  This
revolving credit facility bears interest at a rate per annum equal to the annual
rate of interest set forth in IHS's  revolving  credit  agreement with Citibank,
N.A.,  plus 2%.  Repayment  of  amounts  advanced  under this line of credit are
subordinated  to the payment of up to an  aggregate  of $30 million of principal
and interest on the  Company's  obligations  to its two  principal  unaffiliated
third party lenders.  At April 15, 1997, the Company had outstanding  borrowings
aggregating  $4.5 million under this facility  which,  at that date, was bearing
interest at the rate of 10.5% per annum.

           In connection with entering into the revolving credit  facility,  the
Company issued to IHS warrants to purchase an aggregate of 752,182 shares of the
Company's Common Stock, one-half of which are exercisable until January 13, 1999
at $3.22  per  share  (the  average  of the high and low  trading  prices of the
Company's Common Stock on January 14 and 15, 1997) and the remaining one-half of
which are exercisable until January 13, 2002 at $6.44 per share.

           On April 14, 1997, IHS agreed to guarantee certain obligations of the
Company to the  Company's  principal  revolving  credit lender and to the lender
which has financed the Company's major acquisitions. To induce IHS to issue such
guarantees,  the Company agreed to reimburse IHS for such amounts paid by IHS on
behalf  of the  Company,  including  costs,  fees and  expenses,  and to pay IHS
interest at the rate of 15% per annum on all amounts  which  become owing to IHS
from the Company with respect thereto. In connection therewith, the Company also
issued  warrants  to IHS to  purchase  an  aggregate  of  379,900  shares of the
Company's  Common  Stock until April 15, 2002 at $1.9375 per share (the  closing
price of the Company's Common Stock on April 14, 1997).


                                      -10-

<PAGE>



           The number of shares  subject to each of the above  warrants  and the
exercise prices are subject to adjustment in certain instances, including if the
Company  issues shares of Common Stock (or  securities  convertible  into Common
Stock) at less than the applicable exercise price. In connection therewith,  the
Company  has  granted to IHS certain  rights to cause the shares  issuable  upon
exercise of the warrants to be registered  under the  Securities Act of 1933, as
amended, at the Company's expense.

ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following  table sets forth certain  information  concerning  the
beneficial  ownership of the Company's  Common  Stock,  as of the April 25, 1997
(except as noted below),  by (a) each person who is known to the Company to be a
beneficial  owner of more  than 5% of the  outstanding  Common  Stock,  (b) each
director,  (c) each current executive officer named in the Summary  Compensation
Table under the caption  "Executive  Compensation" in Item 11 of this Report and
(d) all directors and executive  officers of the Company as a group. The Company
understands  that,  except as noted below, each beneficial owner has sole voting
and investment power with respect to all shares attributable to such owner.

                                          AMOUNT AND NATURE OF        PERCENT OF
BENEFICIAL OWNER                          BENEFICIAL OWNERSHIP(1)      CLASS(2)
----------------                          -----------------------     1 --------

Robert N. Elkins
  8889 Pelican Bay Boulevard
  Naples, Florida 33963..................      1,605,948(3)            21.1%
                                                                         
Integrated Health Services, Inc.                                         
  10065 Red Run Boulevard                                                
  Owing Mills, Maryland, 21117...........      1,132,082(4)            13.0
                                                                         
Equity-Linked Investors, L.P.                                            
Desai Capital Management Incorporated                                    
Rohit M. Desai                                                           
  540 Madison Avenue                                                     
  New York, New York 10022...............        665,907(5)             8.8
                                                                         
Equity-Linked Investors-II                                               
Desai Capital Management Incorporated                                    
Rohit M. Desai                                                           
  540 Madison Avenue                                                     
  New York, New York 10022...............        665,907(5)             8.8
                                                                         
Putnam Investments, Inc.                                                 
Putnam Investment Management, Inc.                                       
The Putnam Advisory Company, Inc.                                        
  One Post Office Square                                                 
  Boston, Massachusetts 02109............        417,700(6)             5.5
                                                                  
Deborah A. Lau...........................          26,190(7)             *

William J. Krystopowicz..................          54,708(8)(9)          *

John L. Silverman........................          46,657(8)(10)         *

Michael S. Blass.........................          38,570(8)(11)         *

All current directors and executive
  officers as a group (9 persons)........       1,706,395(4)(12)       22.1


                                      -11-

<PAGE>



-------------------
(1)   Shares subject to options and warrants are considered  beneficially  owned
      to the extent  currently  exercisable or exercisable  within 60 days after
      April 25, 1997.

(2)   Asterisk  indicates less than 1%. Shares subject to options are considered
      outstanding   only  for  the  purpose  of  computing  the   percentage  of
      outstanding  Common  Stock  which  would be owned by the  optionee  if the
      options  held by such  person and  currently  exercisable  or  exercisable
      within 60 days after  April 25, 1997 were  exercised,  but (except for the
      calculation  of  beneficial   ownership  by  all  executive  officers  and
      directors as a group) are not  considered  outstanding  for the purpose of
      computing the  percentage of  outstanding  Common Stock owned by any other
      person.

(3)   Includes (a) 846,235 shares owned  individually by Dr. Elkins, (b) 287,602
      shares  (3.8%)  owned  by a  partnership  in which a  limited  partnership
      controlled by Dr. Elkins is a general  partner and is afforded sole voting
      (subject to the Voting Agreement  described below) and dispositive  power,
      (c) [445,790]  additional  shares (5.9%)  subject to the Voting  Agreement
      described below as to which shares Dr. Elkins has sole voting power but no
      dispositive  power,  (d) 12,000  owned by his wife as to which Mr.  Elkins
      disclaims  beneficial  ownership and (e) 14,321 shares subject to options.
      Excludes the shares  subject to Warrants  held by IHS (see footnote 4), of
      which Dr. Elkins is Chairman of the Board,  Chief Executive  Officer and a
      director.  Dr.  Elkins  disclaims  beneficial  ownership of shares  deemed
      beneficially  owned by IHS.  Represents  Shares  subject to Warrants.  See
      "Certain  Relationships  and  Related  Transactions"  in  Item  13 of this
      Report.

(4)   Represents  shares subject to warrants.  Excludes the shares  beneficially
      owned by Dr.  Robert N.  Elkins  (see  footnote  3) who is Chairman of the
      Board,  Chief Executive  Officer and a director of IHS, as to which shares
      IHS  disclaims  beneficial  ownership.  Dr.  Elkins  disclaims  beneficial
      ownership of all warrants held by IHS.

(5)   ELI-I and ELI-II are limited  partnerships,  the general partners of which
      are  Rohit  M.  Desai   Associates  and  Rohit  M.  Desai   Associates-II,
      respectively.  Mr. Rohit M. Desai is the managing general partner of Rohit
      M. Desai  Associates and Rohit M. Desai  Associates-Il.  Mr. Desai is also
      the sole  stockholder,  Chairman of the Board and President of DCMI, which
      acts as an investment  advisor to ELI-I and ELI-II.  Under the  investment
      advisory  agreements  between DCMI and each of ELI-I and ELI-II,  DCMI has
      the power to vote and dispose of these shares.  Accordingly,  each of DCMI
      and Mr.  Desai  may be  deemed to be  beneficial  owners of all  1,331,814
      shares owned in the aggregate  directly by ELI-I and ELI-II.  DCMI and Mr.
      Desai each disclaim beneficial ownership of such shares.

(6)   Based on a Schedule 13G filed with the Securities and Exchange  Commission
      and the  Company,  which  provided  information  as at December  31, 1996,
      Putnam   Investments,   Inc.  and  its  subsidiaries,   Putnam  Investment
      Management  Inc.  and  The  Putnam  Advisory  Company,   Inc.,  registered
      investment  advisors,  have  shared  voting  power with  respect to 45,500
      shares,  no voting power with respect to the remaining  372,200 shares and
      shared dispositive power as to all 417,700 shares.

(7)   Includes 16,190 shares subject to options.

(8)   The shares  (and  shares  subject  to  options)  owned by such  person are
      subject to the Voting  Agreement  described below and,  accordingly,  each
      such person has no voting  power,  but has sole  dispositive  power,  with
      respect to such shares.


                                      -12-

<PAGE>



(9)   Includes 22,362 shares subject to options.

(10)  Includes 38,574 shares subject to options.

(11)  Includes 14,321 shares subject to options.

(12)  Includes 105,768 shares subject to options.

VOTING AGREEMENT AND STOCKHOLDERS AGREEMENT

           Stockholders  of the  Company  who,  at  April  25,  1996,  owned  an
aggregate of 733,392 shares of Common Stock (including 287,602 shares owned by a
partnership in which a limited partnership controlled by Dr. Robert N. Elkins is
a general  partner and is afforded  sole voting power) are parties to the Voting
Agreement with Dr. Elkins, a director,  founder and principal stockholder of the
Company,  in which such  stockholders have agreed that, during the ten-year term
of the Voting Agreement (which was effective  January 26, 1996), at all meetings
of stockholders and in all written consents of stockholders,  they will vote all
Common  Stock  owned by them in the same  manner  as Common  Stock  owned by Dr.
Elkins  (846,235  shares)  is  voted  by him.  Each  such  stockholder  has also
irrevocably  appointed  Dr.  Elkins as proxy to represent and vote all shares of
Common Stock of such  stockholder at any meeting of  stockholders of the Company
and in all actions taken by written consent of stockholders.  Common Stock owned
by such stockholders will cease to be subject to the Voting Agreement  following
any sale thereof in an underwritten  public offering  pursuant to the Securities
Act of 1933, as amended, or in a sale under Rule 144 promulgated under such Act.
In addition, ELI-I and ELI-II have entered into the Stockholders' Agreement with
Dr. Elkins and the Company,  pursuant to which ELI-I and ELI-II are collectively
entitled to designate  two nominees to the  Company's  Board of  Directors.  Dr.
Elkins has agreed,  pursuant to the Stockholders'  Agreement, to vote all shares
over which he has voting  control  for the  election  of such  nominees.  If the
collective  ownership of ELI-I and ELI-II falls below 665,907 shares,  they will
be entitled to one board nominee so long as they own any shares of Common Stock.
ELI-I and ELI-II,  which  currently own an aggregate of 1,331,814  shares of the
Company's  Common Stock,  have had no designees  sitting on the Board since June
1996.






                                      -13-

<PAGE>



ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           During the period from  August 1993  through  January  1994,  Messrs.
Creasman and  Krystopowicz  purchased  64,693 and 32,346 shares of Common Stock,
respectively,  at purchase  prices of $4.64 per share.  In connection with their
purchases, the Company loaned Mr. Creasman $220,000 ($70,000 of which was repaid
in  February  1995  through  the  payment  of a bonus to Mr.  Creasman)  and Mr.
Krystopowicz  $75,000.  Each  outstanding loan is evidenced by a promissory note
(the "Stock Purchase  Loans")  bearing  interest at the rate of 8% per annum and
payable on February 1, 1997.  The Company has  tentatively  agreed to extend the
date of this note to  September  1, 1997.  In  addition,  under the terms of the
arrangement   pursuant  to  which  Mr.  Creasman's   Employment   Agreement  was
terminated,  the Company loaned to Mr. Creasman $141,600 to pay estimated income
taxes payable with respect to the shares purchased by him which may be deemed to
have been restricted stock under Federal income tax rules.  Such loan which bore
interest at the rate of 9% per annum and was payable on the third anniversary of
its  issuance.  The Company  also agreed,  subject to obtaining  approval of its
senior secured lender,  to repurchase  34,193 of Mr.  Creasman's Common Stock in
exchange for the  cancellation  of the remaining  balance of his Stock  Purchase
Loan, the Additional Loan and $33,233 of accrued interest.  On January 30, 1997,
as part of a settlement of a lawsuit instituted by Creasman against the Company,
the  Stock  Purchase  Loan  and  Additional  Loan to Mr.  Creasman  (aggregating
$291,600) were cancelled. See "Executive Compensation -- Termination Agreements"
in Item 11 of this Report.

           On June 14, 1996, the Company loaned  $250,000 to Ms. Deborah A. Lau,
which  loan bears  interest  at the rate of 8% per annum and is to be payable in
full, together with interest,  on June 14, 2001. In the event of the termination
of Ms.  Lau's  employment  following a  change-in-control  of the  Company,  any
severance  payments  payable  to Ms.  Lau under her  Employment  Agreement  (see
"Executive  Compensation  -- Employment  Agreements"  in Item 11 of this Report)
will be applied as an offset against any principal or interest outstanding under
the note evidencing this loan.

           The Company  retained  Blass & Driggs,  of which law firm  Michael S.
Blass,  a director of the Company,  is a member,  as counsel  during 1996 and is
retaining  that law firm during  1997.  Fees paid to Blass & Driggs  during 1996
were $550,000.

           See "Executive  Compensation - Compensation  Committee Interlocks and
Insider Participation" in Item 11 of this Report for information with respect to
certain  transactions  between the Company and certain  other  directors  of the
Company and ELI-I and ELI-II.




                                      -14-

<PAGE>




                                     PART IV

ITEM 14:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

           (a)       (1)       Financial Statements

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

COMMUNITY CARE OF AMERICA, INC.
                                                                                                         PAGE
<S>                                                                                                         <C>
Independent Auditors' Report...........................................................................   F-1
Consolidated Balance Sheets as of December 31, 1995 and 1996...........................................   F-2
Consolidated Statements of Operations for the Years Ended December 31, 1994, 1995 and 1996.............   F-3
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1994, 1995
    and 1996...........................................................................................   F-4
Consolidated Statements of Cash Flows for the Period for the Years Ended December 31, 1994,
    1995 and 1996......................................................................................   F-5
Notes to Consolidated Financial Statements.............................................................   F-6

                     (2)       The following financial statement schedule is filed herewith on the page indicated:



                                  SCHEDULE                                                               PAGE
Community Care of America, Inc.  Schedule II -- Valuation and Qualifying Accounts                         S-1
</TABLE>

           (b)       Reports on Form 8-K.

           The only  Report on Form 8-K filed  during the fourth  quarter of the
Company's  year  ended  December  31,  1996 was dated  October  8, 1996 (date of
earliest event reported),  reporting Item 5, Other Events.  In January 1997, the
Company  filed a report on Form 8-K dated  December  23,  1996 (date of earliest
event report), reporting Item 5, Other Events, and Item 7, Financial Statements,
Pro Forma Financial Information and Exhibits. No financial statements were filed
with either Report.

           (c)       Exhibits:

EXHIBIT NUMBER                       DESCRIPTION

2.01       Stock Purchase  Agreement  dated as of July 1, 1993 among the Company
           and PNC Venture  Corp.,  Primus  Capital Fund I Limited  Partnership,
           Primus Capital Fund II Limited Partnership,  PNC Venture Group I, New
           York Life Insurance Company and MeritWest, Inc.

2.02(a)    Amended and Restated Agreement and Plan of Reorganization dated as of
           May 10, 1996 among the Company,  Newco,  Southern  Care,  and Wallace
           Olson and Michael  Himmelstein,  the  shareholders  of Southern Care.
           (Incorporated  by reference to Exhibit 2.1 to the  Company's  Current
           Report on Form 8-K, date of earliest  reported  event:  May 16, 1996,
           File No. 0-26502.)


                                      -15-

<PAGE>


EXHIBIT NUMBER                       DESCRIPTION


2.02(b)    Consulting and Advisory Services Agreement effective as of January 1,
           1996  among  the  Company,   Southern  Care  Centers,  Inc.  and  its
           Shareholders.  (Incorporated  by reference to Exhibit  2.02(b) to the
           Company's  Annual Report on Form 10-K for the year ended December 31,
           1995, File No. 0-26502.)

2.02(c)    Management  Agreement  dated as of May 10, 1996 between CCA of Texas,
           Inc.  and  Southern  Care  Centers of Texas,  Inc.  (Incorporated  by
           reference to Exhibit 2.3 to the Company's Current Report on Form 8-K,
           date of earliest reported event: May 16, 1996, File No. 0-26502.)

2.02(d)    Agreement  to Provide  Accounting  and  Auditing  Services  and Rural
           Healthcare  Provider  Network Services dated as of May 10, 1996 among
           Newco and  Buchanan/SCC,  Inc.  (Incorporated by reference to Exhibit
           2.4 to the  Company's  Current  Report on Form 8-K,  date of earliest
           reported event: May 16, 1996, File No. 0-26502.)

3.01(a)    Certificate  of  Incorporation  of the  Company,  as  filed  with the
           Secretary of State of the State of Delaware on December 28, 1992.

3.01(b)    Certificate  of  Amendment of  Certificate  of  Incorporation  of the
           Company,  as filed  with  the  Secretary  of  State  of the  State of
           Delaware on October 13, 1993.

3.01(c)    Certificate  of  Amendment of  Certificate  of  Incorporation  of the
           Company,  as filed  with  the  Secretary  of  State  of the  State of
           Delaware on December 28, 1993.

3.01(d)    Certificate of  Designations,  Preferences  and Rights of Series A 8%
           Cumulative  Preferred  Stock, as filed with the Secretary of State of
           the State of Delaware on December 28, 1993.

3.01(e)    Certificate  of  Amendment of  Certificate  of  Incorporation  of the
           Company,  as filed  with  the  Secretary  of  State  of the  State of
           Delaware on June 7, 1994.

3.01(f)    Certificate  of  Amendment of  Certificate  of  Incorporation  of the
           Company,  as filed  with  the  Secretary  of  State  of the  State of
           Delaware on July 28, 1995.

3.02       By-laws of the Company, as amended to date.

4.01(a)    Healthcare Receivables Purchase and Transfer Agreement dated December
           23,  1996 among the Company  and each of the  providers  named in the
           Agreement and CCA Funding, LLC. (Incorporated by reference to Exhibit
           4.1 to the  Company's  Current  Report on Form 8-K,  date of earliest
           reported event: December 23, 1996.)

4.01(b)    Loan and  Security  Agreement  dated  December  23, 1996  between CCA
           Funding, LLC and Daiwa Healthco-2, LLC. (Incorporated by reference to
           Exhibit 4.2 to the


                                      -16-

<PAGE>


EXHIBIT NUMBER                        DESCRIPTION


           Company's  Current  Report on Form  8-K,  date of  earliest  reported
           event: December 23, 1996.)

4.01(c)    Assignment of Healthcare  Receivables Purchase and Transfer Agreement
           as Collateral Security.  (Incorporated by reference to Exhibit 4.3 to
           the Company's  Current Report on Form 8-K, date of earliest  reported
           event: December 23, 1996.)

o 4.01(d)  Waiver  and  Amendment  dated  April 16,  1997  between  CCA
           Funding, LLC and Daiwa Healthco-2, LLC.

o 4.01(e)  Warrant  dated  April  14,  1997 from  CCA,  Inc.  and Daiwa
           Healthco-2, LLC.

4.02       Promissory  Note dated  December 30, 1993 in the principal  amount of
           $7,000,000 made by ECA Holdings,  Inc.  ("ECA") payable to HRPT, with
           Allonge and Amendment dated April 1, 1995.

4.03(a)    Promissory  Note dated  December 30, 1993 in the principal  amount of
           $13,600,000  made by ECA payable to HRPT,  with Allonge and Amendment
           dated April 1, 1995.

4.03(b)    Allonge and  Amendment  dated as of May 10, 1996 to  Promissory  Note
           dated December 30, 1993 in the principal  amount of $13,600,000  made
           by ECA payable to HRPT.  (Incorporated by reference to Exhibit 4.1 to
           the Company's  Current Report on Form 8-K, date of earliest  reported
           event: May 16, 1996, File No. 0-26502.)

4.04(a)    Promissory  Note dated  December 30, 1993 in the principal  amount of
           $6,000,000 made by Community Care of Nebraska Inc. ("CCN") payable to
           HRPT, with Allonge and Amendment dated April 1, 1995.

4.04(b)    Allonge and  Amendment  dated as of May 10, 1996 to  Promissory  Note
           dated December 30, 1993 in the principal amount of $6,000,000 made by
           CCN payable to HRPT. (Incorporated by reference to Exhibit 4.2 to the
           Company's  Current  Report on Form  8-K,  date of  earliest  reported
           event: May 16, 1996, File No. 0-26502.)

4.05       Promissory  Note  dated  April 1,  1995 in the  principal  amount  of
           $3,800,000 made by the Company payable to HRPT.

4.06(a)    Promissory  Note  dated  April 1,  1995 in the  principal  amount  of
           $2,045,000  made by CCN and  certain of its  subsidiaries  payable to
           HRPT.

4.06(b)    Allonge and Amendment to Promissory  Note dated as of May 10, 1996 to
           Promissory  Note  dated  April 1,  1995 in the  principal  amount  of
           $2,045,000,  made by CCN and certain of its  subsidiaries  payable to
           HRPT.  (Incorporated  by  reference  to Exhibit 4.3 to the  Company's
           Current Report on Form 8-K, date of earliest  reported event: May 16,
           1996, File No. 0-26502.)


                                      -17-

<PAGE>


EXHIBIT NUMBER                        DESCRIPTION


4.07(a)    Renovation  Funding  Agreement  dated  April 1, 1995  between ECA and
           HRPT.

4.07(b)    ECA Holdings  Renovation  Funding Promissory Note dated April 1, 1995
           in the principal amount of $6,466,700 made by ECA payable to HRPT.

4.07(c)    Allonge and Amendment to Promissory  Note dated as of May 10, 1996 to
           ECA Holdings  Renovation  Funding Promissory Note dated April 1, 1995
           in the principal  amount of  $6,466,700  made by ECA payable to HRPT.
           (Incorporated  by reference to Exhibit 4.4 to the  Company's  Current
           Report on Form 8-K, date of earliest  reported  event:  May 16, 1996,
           File No. 0-26502.)

4.08(a)    Renovation  Funding  Agreement  dated  April 1, 1995  between CCN and
           HRPT.

4.08(b)    CCN Group Renovation  Funding  Promissory Note dated April 1, 1995 in
           the principal  amount of $2,833,300 made by CCN and its  subsidiaries
           payable to HRPT.

4.08(c)    Allonge and Amendment to Promissory  Note dated as of May 10, 1996 to
           CCN Group Renovation  Funding  Promissory Note dated April 1, 1995 in
           the principal  amount of $2,833,300 made by CCN and its  subsidiaries
           payable to HRPT.  (Incorporated  by  reference  to Exhibit 4.5 to the
           Company's  Current  Report on Form  8-K,  date of  earliest  reported
           event: May 16, 1996, File No. 0-26502.)

4.09(a)    Amended and Restated  Revolving Credit Agreement dated as of December
           27, 1996  between the Company and  Integrated  Health  Services,  Inc
           ("IHS").  (Incorporated  by reference to Exhibit 4.4 to the Company's
           Current Report on Form 8-K, date of earliest reported event: December
           23, 1996, File No. 0-26502.)

4.09(b)    Subordinated  Note dated December 27, 1996 from the Company to IHS in
           the  principal  sum of  $5,000,000.  (Incorporated  by  reference  to
           Exhibit  4.5 to the  Company's  Current  Report on Form 8-K,  date of
           earliest reported event: December 23, 1996, File No. 0-26502.)

10.01      Stockholders  Agreement  dated June 30, 1993 among  Robert N. Elkins,
           Robert N. Elkins, as voting trustee,  Equity-Linked  Investors,  L.P.
           ("ELI-I"),   Equity-Linked  Investors,  L.P.-II  ("ELI-II")  and  the
           Company.

10.02      Voting  Agreement  dated  January 26, 1996 among Robert N. Elkins and
           certain  stockholders of the Company.  (Incorporated  by reference to
           Exhibit  10.26 to the  Company's  Annual  Report on Form 10-K for the
           year ended December 31, 1995, File No. 0-26502.)

10.03(a)(i)+ Restated  Employment  Agreement dated July 1995 between the Company
           and Kenneth W. Creasman.



                                      -18-

<PAGE>


EXHIBIT NUMBER                            DESCRIPTION


10.03(a)(ii)+ Letter  agreement  dated  April 26,  1996  terminating  employment
           agreement between the Company and Kenneth W. Creasman.  (Incorporated
           by  reference  to  Exhibit  10.03(a)(ii)  to  Amendment  No. 1 to the
           Company's  Annual Report on Form 10-K for the year ended December 31,
           1995, File No. 0-26502.)

o 10.03(a)(iii)+  Mutual Settlement and Release Agreement dated January
           30, 1997 between Kenneth W. Creasman and the Company.

10.03(b)+  Restated Employment Agreement dated July 1995 between the Company and
           William T. Filippone.

10.03(b)(ii)+ Separation  Agreement dated September 26, 1995 between the Company
           and  William T.  Filippone.  (Incorporated  by  reference  to Exhibit
           10.03(b)  to the  Company's  Annual  Report on Form 10-K for the year
           ended December 31, 1995, File No. 0-26502.)

10.03(c)+  Restated Employment Agreement dated July 1995 between the Company and
           William J. Krystopowicz.

10.03(d)(i)+ Employment  Agreement dated as of June 26, 1995 between the Company
           and David H. Fater. (Incorporated by reference to Exhibit 10.03(d) to
           the Company's  Annual Report on Form 10-K for the year ended December
           31, 1995, File No. 0-26502.)

o10.03(d)(ii)+ Amended Employment Agreement dated as of April 26, 1996
           between the Company and David H. Fater.

o10.03(d)(iii)+  Letter  agreement  terminating  employment  agreement
           dated January 31, 1997 between the Company and David H. Fater.

10.03(e)+  Employment  Agreement  dated  October 2, 1995 between the Company and
           Deborah Lau.  (Incorporated  by reference to Exhibit  10.03(e) to the
           Company's  Annual Report on Form 10-K for the year ended December 31,
           1995, File No. 0-26502.)

10.03(f)(i)+ Employment  Agreement  dated April 19, 1996 between the Company and
           Gary W. Singleton.  (Incorporated by reference to Exhibit 10.03(f) to
           Amendment No. 1 to the  Company's  Annual Report on Form 10-K for the
           year ended December 31, 1995, File No. 0-26502.)

o10.03(f)(ii)+  Letter  agreement  dated  April  4,  1997  terminating
           employment agreement between the Company and Gary W. Singleton.

10.04(a)+  1993 Stock Option Plan, as amended to date.

10.04(b)+  1993 Senior Executive Stock Option Plan, as amended to date.



                                      -19-

<PAGE>


EXHIBIT NUMBER                       DESCRIPTION


10.04(c)+  1995 Stock Option Plan, as amended to date.

10.04(d)+  1995 Non-Employee Director Stock Option Plan, as amended to date.

10.04(e)(1)+ The Company's Supplemental Deferred Compensation Plan (the "SDRP").
           (Incorporated  by reference to Exhibit 10.04(e) to Amendment No. 1 to
           the Company's  Annual Report on Form 10-K for the year ended December
           31, 1995, File No. 0- 26502.)

o10.04(e)(2)+ Amendment No. 1 to the Company's SDRP.

o10.04(e)(3)+  Resolutions  from  minutes of the Board of Directors of
           the Company held on January 30, 1997 amending the Company's SDRP.

10.05(a)   Master Lease  Document,  General Terms and Conditions  dated December
           30,  1993  between  Health  and   Rehabilitation   Properties   Trust
           (currently known as Health and Retirement  Properties Trust, "HRPT"),
           as landlord, and ECA Holdings, Inc., a wholly-owned subsidiary of the
           Company  ("ECA"),  as tenant,  as amended by a First  Amendment dated
           July 22, 1994, a Second  Amendment dated November 1, 1994 and a Third
           Amendment dated April 1, 1995.

10.05(b)   Fourth  Amendment  dated as of May 10, 1996 to Master Lease Document,
           General Terms and Conditions dated December 30, 1993 between HRPT and
           ECA.  (Incorporated  by reference  to Exhibit  99.1 to the  Company's
           Current Report on Form 8-K, date of earliest  reported event: May 16,
           1996, File No. 0-26502.)

10.06(a)   Master Lease  Document,  General Terms and Conditions  dated April 1,
           1995 between HRPT, as landlord, and ECA, as tenant.

10.06(b)   First  Amendment  dated as of May 10, 1996 to Master Lease  Document,
           General  Terms and  Conditions  dated April 1, 1995  between HRPT and
           ECA.  (Incorporated  by reference  to Exhibit  99.2 to the  Company's
           Current Report on Form 8-K, date of earliest  reported event: May 16,
           1996, File No. 0-26502.)

10.07(a)   Purchase  Agreement  dated  September  15,  1994  among the  Company,
           Leonard Louis Healthcare Properties, Prospect Lake Healthcare Center,
           Inc. and Valley View Healthcare Center, Inc.

10.07(b)   Amendment  to  Purchase  Agreement  dated  October 31, 1994 among the
           Company,   Leonard  Louis   Healthcare   Properties,   Leonard  Louis
           Healthcare  Properties I, Leonard  Louis  Healthcare  Properties  II,
           Prospect  Lake  Healthcare  Center,  Inc. and Valley View  Healthcare
           Center, Inc.



                                      -20-

<PAGE>


EXHIBIT NUMBER                                      DESCRIPTION


10.08(a)   Stock  Purchase  Agreement  dated November 16, 1994 among the Company
           and Quality Health Care, Inc. and Timothy J. Juilfs,  Sally M. Juilfs
           and Brighton Place West, Inc.,  Quality Care of Topeka,  Inc., W.R.T.
           Care, Inc., Care Centers, Inc., Quality Care of Council Bluffs North,
           Inc.,  Quality Care of Council Bluffs South,  Inc., Oak Grove Medical
           Center, Inc., Quality Care of Pacific Junction, Inc., Quality Care of
           Glenwood, Inc. and W.T.F.D.R. Care, Inc.

10.08(b)   Stock  Purchase  Agreement  dated November 16, 1994 among the Company
           and Quality Health Care, Inc., and Timothy J. Juilfs, Sally M. Juilfs
           and W.S.T.  Care, Inc.,  Quality Care of Lyons, Inc., Quality Care of
           Columbus, Inc. and Quality Care of Grand Island, Inc.

10.09      Asset  Purchase  Agreement  dated February 1, 1995 among the Company,
           Georgiana  Doctors  Hospital,  Inc.,  Reliable Home Health  Services,
           Inc., Herbert Kinsey, M.D. and Mary Kinsey.

10.10      Stock Purchase Agreement dated as of November 1, 1995 among Community
           Care of America,  Inc., CCA of Maine, Inc., Maine Head Trauma Center,
           Inc.,  and  the  shareholders  of  Maine  Head  Trauma  Center,  Inc.
           (Incorporated  by reference to Exhibit 2.1 to the  Company's  Current
           Report on Form 8-K,  date of  earliest  event  reported:  November 3,
           1995, File No. 0-26502).

10.11(a)   Implementation  Contract  dated  January 19, 1994 between the Company
           and Health Care  Consulting,  Inc.  (now named  Symphony  Health Care
           Consulting, Inc.).

10.11(b)   Agreement  dated  August 17, 1994 between the Company and Health Care
           Consulting, Inc. (now named Symphony Health Care Consulting, Inc.).

10.12      Mortgage  Facilities Fee Agreement  (ECA) dated April 1, 1995 between
           the Company and HRPT.

10.13      Mortgage  Facilities Fee Agreement  (CCN) dated April 1, 1995 between
           the Company and HRPT.

10.14      Right of First Refusal and Option  Agreement  dated December 30, 1993
           between  ECA and  HRPT  with  respect  to  certain  of the  Company's
           facilities in Colorado.

10.15      Right of First Refusal  Agreement dated December 30, 1993 between CCN
           and HRPT with  respect  to  certain of the  Company's  facilities  in
           Nebraska.

10.16      Right of First Refusal  Agreements dated April 1, 1995 between W.S.T.
           Care, Inc., Quality Care of Lyons, Inc. and Quality Care of Columbus,
           Inc., respectively, and HRPT with respect to certain of the Company's
           facilities in Nebraska.



                                      -21-

<PAGE>


EXHIBIT NUMBER                          DESCRIPTION


10.17      Amended and Restated Option Agreement dated April 1, 1995 between ECA
           and HRPT with respect to the capital stock of CCN.

10.18(a)   Lease dated June 21,  1995  between  Midwest  Health  Enterprises  of
           Bessemer, Inc. ("Bessemer") and Community Care of America of Alabama,
           Inc. ("CCAA").

10.18(b)   Lease  Guaranty dated June 21, 1995 by the Company for the benefit of
           Bessemer.

10.18(c)   Subordination,  Non-Disturbance,  Attornment  and Security  Agreement
           among  Bessemer,  CCAA and Bankers Trust Company of California,  N.A.
           ("BT").

10.19(a)   Lease dated June 21, 1995 between South Gate Village,  Inc.  ("'South
           Gate") and CCAA.

10.19(b)   Lease  Guaranty dated June 21, 1995 by the Company for the benefit of
           South Gate.

10.20(a)   Lease  dated June 21,  1995  between  Greensboro  Health  Care,  Inc.
           ("Greensboro") and CCAA.

10.20(b)   Lease  Guaranty dated June 21, 1995 by the Company for the benefit of
           Greensboro.

10.20(c)   Subordination,  Non-Disturbance,  Attornment  and Security  Agreement
           among Greensboro, CCAA and BT.

10.21      Non-Competition  and Secrecy  Agreement dated June 21, 1995 among the
           Company, CCAA and Stanley L. Stein.

10.22(a)   Form of nine  Management  Agreements  dated June 23, 1995 pursuant to
           which the  Company is to manage nine  long-term  care  facilities  in
           Maine,  together  with a schedule  pursuant to  Instruction 2 to Item
           601(a) of Regulation S-K setting forth  material  details that differ
           from the attached form of Management Agreement.

10.22(b)   Management    Agreement   dated   June   23,   1995   among   Nursing
           Administrators,  Inc., David L. Friedman,  Mary Bayer,  Leon Bresloff
           and CCA of Maine, Inc.

10.22(c)   Purchase  Option  Agreement  dated June 23, 1995  relating to the ten
           long-term facilities in Maine to be managed by the Company.

10.22(d)   Services Agreement dated June 23, 1995 between CCA of Maine, Inc. and
           Sandy River Development, Inc.

10.22(e)   Letter  Agreement  dated June 23,  1995 from the  Company to David I.
           Friedman  regarding the Purchase Option Agreement dated June 23, 1995
           relating to the ten long-term care  facilities in Maine to be managed
           by the Company.


                                      -22-

<PAGE>


EXHIBIT NUMBER                                DESCRIPTION


10.22(f)   Agreement  dated June 23,  1995  between  the Company and Harbor Hill
           Limited Liability Company.

10.22(g)   Development  Agreement  Term Sheet  dated June 30,  1995  between the
           Company and Sandy River Development, Inc.

10.22(h)   Consulting  Agreement  dated July 10,  1995  between  the Company and
           Sandy River Development, Inc.

10.22(i)   Letter dated June 30, 1995 from Sandy River Development,  Inc. to the
           Company re: working capital adjustment.

10.22(j)   Form of Term Promissory Note to be issued by each Borrowing Entity to
           CCA-Maine in connection with the Sandy River Transaction.

10.22(k)   Form  of  Revolving  Credit  Promissory  Note  to be  issued  by each
           Borrowing  Entity to  CCA-Maine  in  connection  with the Sandy River
           Transaction.

10.22(l)   Form of Security  Agreement  to be  executed  and  delivered  by each
           Borrowing  Entity in favor of CCA-Maine in connection  with the Sandy
           River Transaction.

10.22(m)   Form of  Mortgage,  Lease  Assignment  and  Security  Agreement to be
           executed and delivered by each Borrowing Entity in favor of CCA-Maine
           in connection with the Sandy River Transaction.

o10.22(n)  Settlement  Agreement  dated  October  27,  1996  among the
           Company and the various principals of the Sandy River Group.

o10.22(o) Amendment dated March 1, 1997 to Settlement  Agreement dated
           October 27, 1996 among the Company and the various  principals of the
           Sandy River Group.

10.23(a)   Letter of Intent  dated July 12,  1995  between  the Company and Jeff
           Voreis, M.D.

10.23(b)   Employment  Agreement  dated July 11, 1995 between Jeff Voreis,  M.D.
           and the Company.

10.23(c)   Amended  and  Restated  Employment  Agreement  dated  August  4, 1995
           between the Company and Jeff Voreis, M.D.

10.23(d)   Asset  Purchase  Agreement  dated August 4, 1995 between Jeff Voreis,
           M.D. and Community Care of America of Alabama, Inc.

10.25      Master Lease Document,  General Terms and Conditions  dated as of May
           10, 1996 between HRPT and  Marietta/SCC,  Inc.,  Glenwood/SCC,  Inc.,
           Dublin/SCC, Inc.,


                                      -23-

<PAGE>


EXHIBIT NUMBER                                DESCRIPTION

           Macon/SCC,   Inc.,  and  College  Park/SCC,   Inc.  (Incorporated  by
           reference to Exhibit  99.3 to the  Company's  Current  Report on Form
           8-K,  date of  earliest  reported  event:  May  16,  1996,  File  No.
           0-26502.)

*10.26     Waiver  Agreement  dated April 14, 1997  between  CCA,  Inc.  and its
           Subsidiaries and HRPT.

10.27(a)   Warrant  Acquisition  Agreement dated as of January 13, 1997, between
           the Company  and IHS,  including  form of Series A Warrants,  Form of
           Series B Warrants and Registration Rights Agreement. (Incorporated by
           reference to Exhibit 4.6 to the Company's Current Report on Form 8-K,
           date of earliest reported event: December 23, 1996.)

o10.27(b)  Amended and Restated  Series C Warrant dated April 15, 1997
           from the Company to IHS.

10.28(a)   Management  Agreement  dated as of  December  27,  1996  between  the
           Company and IHS  (Incorporated  by  reference  to Exhibit 99.0 to the
           Company's  Current  Report on Form  8-K,  date of  earliest  reported
           event: December 23, 1996).

*10.28(b)  Amendment No. 1 to Management  Agreement dated April 14, 1997 between
           the Company and IHS.

o          10.29  Reimbursement  Agreement  dated  April 14,  1997  between  the
           Company and IHS.

*11.01     Calculation of Earnings per Share.

o21.01     Subsidiaries of the Company.

*23.01     Consent of KPMG Peat Marwick LLP

-----------

o  Filed herewith
*  Filed with the initial filing of this Report
+  Management contract or compensatory plan

All other exhibits,  unless otherwise noted by parenthetical  cross  references,
are incorporated by reference to the corresponding numbered exhibit to Company's
Registration Statement on Form S-1, Registration No. 33-92692.

                                   UNDERTAKING

           The  Company  hereby  undertakes  to  furnish to the  Securities  and
Exchange  Commission,  upon request,  all constituent  instruments  defining the
rights  of  holders  of  long-term  debt of the  Company  and  its  consolidated
subsidiaries not filed herewith. Such instruments have not been filed since none
are, nor are being,  registered under Section 12 of the Securities  Exchange Act
of 1934 and the total amount of securities authorized under any such instruments
does not exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis.


                                      -24-

<PAGE>



                                   SIGNATURES

           Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its  behalf by the  undersigned  thereunto  duly  authorized  on the 30th day of
April, 1997.

                                             COMMUNITY CARE OF AMERICA, INC.



                                             By:/S/ DEBORAH A. LAU
                                                        Deborah A. Lau
                                                        President


                                      -25-



EXHIBIT NUMBER                       DESCRIPTION

2.01       Stock Purchase  Agreement  dated as of July 1, 1993 among the Company
           and PNC Venture  Corp.,  Primus  Capital Fund I Limited  Partnership,
           Primus Capital Fund II Limited Partnership,  PNC Venture Group I, New
           York Life Insurance Company and MeritWest, Inc.

2.02(a)    Amended and Restated Agreement and Plan of Reorganization dated as of
           May 10, 1996 among the Company,  Newco,  Southern  Care,  and Wallace
           Olson and Michael  Himmelstein,  the  shareholders  of Southern Care.
           (Incorporated  by reference to Exhibit 2.1 to the  Company's  Current
           Report on Form 8-K, date of earliest  reported  event:  May 16, 1996,
           File No. 0-26502.)



<PAGE>


EXHIBIT NUMBER                       DESCRIPTION


2.02(b)    Consulting and Advisory Services Agreement effective as of January 1,
           1996  among  the  Company,   Southern  Care  Centers,  Inc.  and  its
           Shareholders.  (Incorporated  by reference to Exhibit  2.02(b) to the
           Company's  Annual Report on Form 10-K for the year ended December 31,
           1995, File No. 0-26502.)

2.02(c)    Management  Agreement  dated as of May 10, 1996 between CCA of Texas,
           Inc.  and  Southern  Care  Centers of Texas,  Inc.  (Incorporated  by
           reference to Exhibit 2.3 to the Company's Current Report on Form 8-K,
           date of earliest reported event: May 16, 1996, File No. 0-26502.)

2.02(d)    Agreement  to Provide  Accounting  and  Auditing  Services  and Rural
           Healthcare  Provider  Network Services dated as of May 10, 1996 among
           Newco and  Buchanan/SCC,  Inc.  (Incorporated by reference to Exhibit
           2.4 to the  Company's  Current  Report on Form 8-K,  date of earliest
           reported event: May 16, 1996, File No. 0-26502.)

3.01(a)    Certificate  of  Incorporation  of the  Company,  as  filed  with the
           Secretary of State of the State of Delaware on December 28, 1992.

3.01(b)    Certificate  of  Amendment of  Certificate  of  Incorporation  of the
           Company,  as filed  with  the  Secretary  of  State  of the  State of
           Delaware on October 13, 1993.

3.01(c)    Certificate  of  Amendment of  Certificate  of  Incorporation  of the
           Company,  as filed  with  the  Secretary  of  State  of the  State of
           Delaware on December 28, 1993.

3.01(d)    Certificate of  Designations,  Preferences  and Rights of Series A 8%
           Cumulative  Preferred  Stock, as filed with the Secretary of State of
           the State of Delaware on December 28, 1993.

3.01(e)    Certificate  of  Amendment of  Certificate  of  Incorporation  of the
           Company,  as filed  with  the  Secretary  of  State  of the  State of
           Delaware on June 7, 1994.

3.01(f)    Certificate  of  Amendment of  Certificate  of  Incorporation  of the
           Company,  as filed  with  the  Secretary  of  State  of the  State of
           Delaware on July 28, 1995.

3.02       By-laws of the Company, as amended to date.

4.01(a)    Healthcare Receivables Purchase and Transfer Agreement dated December
           23,  1996 among the Company  and each of the  providers  named in the
           Agreement and CCA Funding, LLC. (Incorporated by reference to Exhibit
           4.1 to the  Company's  Current  Report on Form 8-K,  date of earliest
           reported event: December 23, 1996.)

4.01(b)    Loan and  Security  Agreement  dated  December  23, 1996  between CCA
           Funding, LLC and Daiwa Healthco-2, LLC. (Incorporated by reference to
           Exhibit 4.2 to the



<PAGE>


EXHIBIT NUMBER                        DESCRIPTION


           Company's  Current  Report on Form  8-K,  date of  earliest  reported
           event: December 23, 1996.)

4.01(c)    Assignment of Healthcare  Receivables Purchase and Transfer Agreement
           as Collateral Security.  (Incorporated by reference to Exhibit 4.3 to
           the Company's  Current Report on Form 8-K, date of earliest  reported
           event: December 23, 1996.)

o 4.01(d)  Waiver  and  Amendment  dated  April 16,  1997  between  CCA
           Funding, LLC and Daiwa Healthco-2, LLC.

o 4.01(e)  Warrant  dated  April  14,  1997 from  CCA,  Inc.  and Daiwa
           Healthco-2, LLC.

4.02       Promissory  Note dated  December 30, 1993 in the principal  amount of
           $7,000,000 made by ECA Holdings,  Inc.  ("ECA") payable to HRPT, with
           Allonge and Amendment dated April 1, 1995.

4.03(a)    Promissory  Note dated  December 30, 1993 in the principal  amount of
           $13,600,000  made by ECA payable to HRPT,  with Allonge and Amendment
           dated April 1, 1995.

4.03(b)    Allonge and  Amendment  dated as of May 10, 1996 to  Promissory  Note
           dated December 30, 1993 in the principal  amount of $13,600,000  made
           by ECA payable to HRPT.  (Incorporated by reference to Exhibit 4.1 to
           the Company's  Current Report on Form 8-K, date of earliest  reported
           event: May 16, 1996, File No. 0-26502.)

4.04(a)    Promissory  Note dated  December 30, 1993 in the principal  amount of
           $6,000,000 made by Community Care of Nebraska Inc. ("CCN") payable to
           HRPT, with Allonge and Amendment dated April 1, 1995.

4.04(b)    Allonge and  Amendment  dated as of May 10, 1996 to  Promissory  Note
           dated December 30, 1993 in the principal amount of $6,000,000 made by
           CCN payable to HRPT. (Incorporated by reference to Exhibit 4.2 to the
           Company's  Current  Report on Form  8-K,  date of  earliest  reported
           event: May 16, 1996, File No. 0-26502.)

4.05       Promissory  Note  dated  April 1,  1995 in the  principal  amount  of
           $3,800,000 made by the Company payable to HRPT.

4.06(a)    Promissory  Note  dated  April 1,  1995 in the  principal  amount  of
           $2,045,000  made by CCN and  certain of its  subsidiaries  payable to
           HRPT.

4.06(b)    Allonge and Amendment to Promissory  Note dated as of May 10, 1996 to
           Promissory  Note  dated  April 1,  1995 in the  principal  amount  of
           $2,045,000,  made by CCN and certain of its  subsidiaries  payable to
           HRPT.  (Incorporated  by  reference  to Exhibit 4.3 to the  Company's
           Current Report on Form 8-K, date of earliest  reported event: May 16,
           1996, File No. 0-26502.)



<PAGE>


EXHIBIT NUMBER                        DESCRIPTION


4.07(a)    Renovation  Funding  Agreement  dated  April 1, 1995  between ECA and
           HRPT.

4.07(b)    ECA Holdings  Renovation  Funding Promissory Note dated April 1, 1995
           in the principal amount of $6,466,700 made by ECA payable to HRPT.

4.07(c)    Allonge and Amendment to Promissory  Note dated as of May 10, 1996 to
           ECA Holdings  Renovation  Funding Promissory Note dated April 1, 1995
           in the principal  amount of  $6,466,700  made by ECA payable to HRPT.
           (Incorporated  by reference to Exhibit 4.4 to the  Company's  Current
           Report on Form 8-K, date of earliest  reported  event:  May 16, 1996,
           File No. 0-26502.)

4.08(a)    Renovation  Funding  Agreement  dated  April 1, 1995  between CCN and
           HRPT.

4.08(b)    CCN Group Renovation  Funding  Promissory Note dated April 1, 1995 in
           the principal  amount of $2,833,300 made by CCN and its  subsidiaries
           payable to HRPT.

4.08(c)    Allonge and Amendment to Promissory  Note dated as of May 10, 1996 to
           CCN Group Renovation  Funding  Promissory Note dated April 1, 1995 in
           the principal  amount of $2,833,300 made by CCN and its  subsidiaries
           payable to HRPT.  (Incorporated  by  reference  to Exhibit 4.5 to the
           Company's  Current  Report on Form  8-K,  date of  earliest  reported
           event: May 16, 1996, File No. 0-26502.)

4.09(a)    Amended and Restated  Revolving Credit Agreement dated as of December
           27, 1996  between the Company and  Integrated  Health  Services,  Inc
           ("IHS").  (Incorporated  by reference to Exhibit 4.4 to the Company's
           Current Report on Form 8-K, date of earliest reported event: December
           23, 1996, File No. 0-26502.)

4.09(b)    Subordinated  Note dated December 27, 1996 from the Company to IHS in
           the  principal  sum of  $5,000,000.  (Incorporated  by  reference  to
           Exhibit  4.5 to the  Company's  Current  Report on Form 8-K,  date of
           earliest reported event: December 23, 1996, File No. 0-26502.)

10.01      Stockholders  Agreement  dated June 30, 1993 among  Robert N. Elkins,
           Robert N. Elkins, as voting trustee,  Equity-Linked  Investors,  L.P.
           ("ELI-I"),   Equity-Linked  Investors,  L.P.-II  ("ELI-II")  and  the
           Company.

10.02      Voting  Agreement  dated  January 26, 1996 among Robert N. Elkins and
           certain  stockholders of the Company.  (Incorporated  by reference to
           Exhibit  10.26 to the  Company's  Annual  Report on Form 10-K for the
           year ended December 31, 1995, File No. 0-26502.)

10.03(a)(i)+ Restated  Employment  Agreement dated July 1995 between the Company
           and Kenneth W. Creasman.




<PAGE>


EXHIBIT NUMBER                            DESCRIPTION


10.03(a)(ii)+ Letter  agreement  dated  April 26,  1996  terminating  employment
           agreement between the Company and Kenneth W. Creasman.  (Incorporated
           by  reference  to  Exhibit  10.03(a)(ii)  to  Amendment  No. 1 to the
           Company's  Annual Report on Form 10-K for the year ended December 31,
           1995, File No. 0-26502.)

o 10.03(a)(iii)+  Mutual Settlement and Release Agreement dated January
           30, 1997 between Kenneth W. Creasman and the Company.

10.03(b)+  Restated Employment Agreement dated July 1995 between the Company and
           William T. Filippone.

10.03(b)(ii)+ Separation  Agreement dated September 26, 1995 between the Company
           and  William T.  Filippone.  (Incorporated  by  reference  to Exhibit
           10.03(b)  to the  Company's  Annual  Report on Form 10-K for the year
           ended December 31, 1995, File No. 0-26502.)

10.03(c)+  Restated Employment Agreement dated July 1995 between the Company and
           William J. Krystopowicz.

10.03(d)(i)+ Employment  Agreement dated as of June 26, 1995 between the Company
           and David H. Fater. (Incorporated by reference to Exhibit 10.03(d) to
           the Company's  Annual Report on Form 10-K for the year ended December
           31, 1995, File No. 0-26502.)

o10.03(d)(ii)+ Amended Employment Agreement dated as of April 26, 1996
           between the Company and David H. Fater.

o10.03(d)(iii)+  Letter  agreement  terminating  employment  agreement
           dated January 31, 1997 between the Company and David H. Fater.

10.03(e)+  Employment  Agreement  dated  October 2, 1995 between the Company and
           Deborah Lau.  (Incorporated  by reference to Exhibit  10.03(e) to the
           Company's  Annual Report on Form 10-K for the year ended December 31,
           1995, File No. 0-26502.)

10.03(f)(i)+ Employment  Agreement  dated April 19, 1996 between the Company and
           Gary W. Singleton.  (Incorporated by reference to Exhibit 10.03(f) to
           Amendment No. 1 to the  Company's  Annual Report on Form 10-K for the
           year ended December 31, 1995, File No. 0-26502.)

o10.03(f)(ii)+  Letter  agreement  dated  April  4,  1997  terminating
           employment agreement between the Company and Gary W. Singleton.

10.04(a)+  1993 Stock Option Plan, as amended to date.

10.04(b)+  1993 Senior Executive Stock Option Plan, as amended to date.




<PAGE>


EXHIBIT NUMBER                       DESCRIPTION


10.04(c)+  1995 Stock Option Plan, as amended to date.

10.04(d)+  1995 Non-Employee Director Stock Option Plan, as amended to date.

10.04(e)(1)+ The Company's Supplemental Deferred Compensation Plan (the "SDRP").
           (Incorporated  by reference to Exhibit 10.04(e) to Amendment No. 1 to
           the Company's  Annual Report on Form 10-K for the year ended December
           31, 1995, File No. 0- 26502.)

o10.04(e)(2)+ Amendment No. 1 to the Company's SDRP.

o10.04(e)(3)+  Resolutions  from  minutes of the Board of Directors of
           the Company held on January 30, 1997 amending the Company's SDRP.

10.05(a)   Master Lease  Document,  General Terms and Conditions  dated December
           30,  1993  between  Health  and   Rehabilitation   Properties   Trust
           (currently known as Health and Retirement  Properties Trust, "HRPT"),
           as landlord, and ECA Holdings, Inc., a wholly-owned subsidiary of the
           Company  ("ECA"),  as tenant,  as amended by a First  Amendment dated
           July 22, 1994, a Second  Amendment dated November 1, 1994 and a Third
           Amendment dated April 1, 1995.

10.05(b)   Fourth  Amendment  dated as of May 10, 1996 to Master Lease Document,
           General Terms and Conditions dated December 30, 1993 between HRPT and
           ECA.  (Incorporated  by reference  to Exhibit  99.1 to the  Company's
           Current Report on Form 8-K, date of earliest  reported event: May 16,
           1996, File No. 0-26502.)

10.06(a)   Master Lease  Document,  General Terms and Conditions  dated April 1,
           1995 between HRPT, as landlord, and ECA, as tenant.

10.06(b)   First  Amendment  dated as of May 10, 1996 to Master Lease  Document,
           General  Terms and  Conditions  dated April 1, 1995  between HRPT and
           ECA.  (Incorporated  by reference  to Exhibit  99.2 to the  Company's
           Current Report on Form 8-K, date of earliest  reported event: May 16,
           1996, File No. 0-26502.)

10.07(a)   Purchase  Agreement  dated  September  15,  1994  among the  Company,
           Leonard Louis Healthcare Properties, Prospect Lake Healthcare Center,
           Inc. and Valley View Healthcare Center, Inc.

10.07(b)   Amendment  to  Purchase  Agreement  dated  October 31, 1994 among the
           Company,   Leonard  Louis   Healthcare   Properties,   Leonard  Louis
           Healthcare  Properties I, Leonard  Louis  Healthcare  Properties  II,
           Prospect  Lake  Healthcare  Center,  Inc. and Valley View  Healthcare
           Center, Inc.




<PAGE>


EXHIBIT NUMBER                                      DESCRIPTION


10.08(a)   Stock  Purchase  Agreement  dated November 16, 1994 among the Company
           and Quality Health Care, Inc. and Timothy J. Juilfs,  Sally M. Juilfs
           and Brighton Place West, Inc.,  Quality Care of Topeka,  Inc., W.R.T.
           Care, Inc., Care Centers, Inc., Quality Care of Council Bluffs North,
           Inc.,  Quality Care of Council Bluffs South,  Inc., Oak Grove Medical
           Center, Inc., Quality Care of Pacific Junction, Inc., Quality Care of
           Glenwood, Inc. and W.T.F.D.R. Care, Inc.

10.08(b)   Stock  Purchase  Agreement  dated November 16, 1994 among the Company
           and Quality Health Care, Inc., and Timothy J. Juilfs, Sally M. Juilfs
           and W.S.T.  Care, Inc.,  Quality Care of Lyons, Inc., Quality Care of
           Columbus, Inc. and Quality Care of Grand Island, Inc.

10.09      Asset  Purchase  Agreement  dated February 1, 1995 among the Company,
           Georgiana  Doctors  Hospital,  Inc.,  Reliable Home Health  Services,
           Inc., Herbert Kinsey, M.D. and Mary Kinsey.

10.10      Stock Purchase Agreement dated as of November 1, 1995 among Community
           Care of America,  Inc., CCA of Maine, Inc., Maine Head Trauma Center,
           Inc.,  and  the  shareholders  of  Maine  Head  Trauma  Center,  Inc.
           (Incorporated  by reference to Exhibit 2.1 to the  Company's  Current
           Report on Form 8-K,  date of  earliest  event  reported:  November 3,
           1995, File No. 0-26502).

10.11(a)   Implementation  Contract  dated  January 19, 1994 between the Company
           and Health Care  Consulting,  Inc.  (now named  Symphony  Health Care
           Consulting, Inc.).

10.11(b)   Agreement  dated  August 17, 1994 between the Company and Health Care
           Consulting, Inc. (now named Symphony Health Care Consulting, Inc.).

10.12      Mortgage  Facilities Fee Agreement  (ECA) dated April 1, 1995 between
           the Company and HRPT.

10.13      Mortgage  Facilities Fee Agreement  (CCN) dated April 1, 1995 between
           the Company and HRPT.

10.14      Right of First Refusal and Option  Agreement  dated December 30, 1993
           between  ECA and  HRPT  with  respect  to  certain  of the  Company's
           facilities in Colorado.

10.15      Right of First Refusal  Agreement dated December 30, 1993 between CCN
           and HRPT with  respect  to  certain of the  Company's  facilities  in
           Nebraska.

10.16      Right of First Refusal  Agreements dated April 1, 1995 between W.S.T.
           Care, Inc., Quality Care of Lyons, Inc. and Quality Care of Columbus,
           Inc., respectively, and HRPT with respect to certain of the Company's
           facilities in Nebraska.




<PAGE>


EXHIBIT NUMBER                          DESCRIPTION


10.17      Amended and Restated Option Agreement dated April 1, 1995 between ECA
           and HRPT with respect to the capital stock of CCN.

10.18(a)   Lease dated June 21,  1995  between  Midwest  Health  Enterprises  of
           Bessemer, Inc. ("Bessemer") and Community Care of America of Alabama,
           Inc. ("CCAA").

10.18(b)   Lease  Guaranty dated June 21, 1995 by the Company for the benefit of
           Bessemer.

10.18(c)   Subordination,  Non-Disturbance,  Attornment  and Security  Agreement
           among  Bessemer,  CCAA and Bankers Trust Company of California,  N.A.
           ("BT").

10.19(a)   Lease dated June 21, 1995 between South Gate Village,  Inc.  ("'South
           Gate") and CCAA.

10.19(b)   Lease  Guaranty dated June 21, 1995 by the Company for the benefit of
           South Gate.

10.20(a)   Lease  dated June 21,  1995  between  Greensboro  Health  Care,  Inc.
           ("Greensboro") and CCAA.

10.20(b)   Lease  Guaranty dated June 21, 1995 by the Company for the benefit of
           Greensboro.

10.20(c)   Subordination,  Non-Disturbance,  Attornment  and Security  Agreement
           among Greensboro, CCAA and BT.

10.21      Non-Competition  and Secrecy  Agreement dated June 21, 1995 among the
           Company, CCAA and Stanley L. Stein.

10.22(a)   Form of nine  Management  Agreements  dated June 23, 1995 pursuant to
           which the  Company is to manage nine  long-term  care  facilities  in
           Maine,  together  with a schedule  pursuant to  Instruction 2 to Item
           601(a) of Regulation S-K setting forth  material  details that differ
           from the attached form of Management Agreement.

10.22(b)   Management    Agreement   dated   June   23,   1995   among   Nursing
           Administrators,  Inc., David L. Friedman,  Mary Bayer,  Leon Bresloff
           and CCA of Maine, Inc.

10.22(c)   Purchase  Option  Agreement  dated June 23, 1995  relating to the ten
           long-term facilities in Maine to be managed by the Company.

10.22(d)   Services Agreement dated June 23, 1995 between CCA of Maine, Inc. and
           Sandy River Development, Inc.

10.22(e)   Letter  Agreement  dated June 23,  1995 from the  Company to David I.
           Friedman  regarding the Purchase Option Agreement dated June 23, 1995
           relating to the ten long-term care  facilities in Maine to be managed
           by the Company.



<PAGE>


EXHIBIT NUMBER                                DESCRIPTION


10.22(f)   Agreement  dated June 23,  1995  between  the Company and Harbor Hill
           Limited Liability Company.

10.22(g)   Development  Agreement  Term Sheet  dated June 30,  1995  between the
           Company and Sandy River Development, Inc.

10.22(h)   Consulting  Agreement  dated July 10,  1995  between  the Company and
           Sandy River Development, Inc.

10.22(i)   Letter dated June 30, 1995 from Sandy River Development,  Inc. to the
           Company re: working capital adjustment.

10.22(j)   Form of Term Promissory Note to be issued by each Borrowing Entity to
           CCA-Maine in connection with the Sandy River Transaction.

10.22(k)   Form  of  Revolving  Credit  Promissory  Note  to be  issued  by each
           Borrowing  Entity to  CCA-Maine  in  connection  with the Sandy River
           Transaction.

10.22(l)   Form of Security  Agreement  to be  executed  and  delivered  by each
           Borrowing  Entity in favor of CCA-Maine in connection  with the Sandy
           River Transaction.

10.22(m)   Form of  Mortgage,  Lease  Assignment  and  Security  Agreement to be
           executed and delivered by each Borrowing Entity in favor of CCA-Maine
           in connection with the Sandy River Transaction.

o10.22(n)  Settlement  Agreement  dated  October  27,  1996  among the
           Company and the various principals of the Sandy River Group.

o10.22(o) Amendment dated March 1, 1997 to Settlement  Agreement dated
           October 27, 1996 among the Company and the various  principals of the
           Sandy River Group.

10.23(a)   Letter of Intent  dated July 12,  1995  between  the Company and Jeff
           Voreis, M.D.

10.23(b)   Employment  Agreement  dated July 11, 1995 between Jeff Voreis,  M.D.
           and the Company.

10.23(c)   Amended  and  Restated  Employment  Agreement  dated  August  4, 1995
           between the Company and Jeff Voreis, M.D.

10.23(d)   Asset  Purchase  Agreement  dated August 4, 1995 between Jeff Voreis,
           M.D. and Community Care of America of Alabama, Inc.

10.25      Master Lease Document,  General Terms and Conditions  dated as of May
           10, 1996 between HRPT and  Marietta/SCC,  Inc.,  Glenwood/SCC,  Inc.,
           Dublin/SCC, Inc.,


                                      -23-

<PAGE>


EXHIBIT NUMBER                                DESCRIPTION

           Macon/SCC,   Inc.,  and  College  Park/SCC,   Inc.  (Incorporated  by
           reference to Exhibit  99.3 to the  Company's  Current  Report on Form
           8-K,  date of  earliest  reported  event:  May  16,  1996,  File  No.
           0-26502.)

*10.26     Waiver  Agreement  dated April 14, 1997  between  CCA,  Inc.  and its
           Subsidiaries and HRPT.

10.27(a)   Warrant  Acquisition  Agreement dated as of January 13, 1997, between
           the Company  and IHS,  including  form of Series A Warrants,  Form of
           Series B Warrants and Registration Rights Agreement. (Incorporated by
           reference to Exhibit 4.6 to the Company's Current Report on Form 8-K,
           date of earliest reported event: December 23, 1996.)

o10.27(b)  Amended and Restated  Series C Warrant dated April 15, 1997
           from the Company to IHS.

10.28(a)   Management  Agreement  dated as of  December  27,  1996  between  the
           Company and IHS  (Incorporated  by  reference  to Exhibit 99.0 to the
           Company's  Current  Report on Form  8-K,  date of  earliest  reported
           event: December 23, 1996).

*10.28(b)  Amendment No. 1 to Management  Agreement dated April 14, 1997 between
           the Company and IHS.

o10.29     Reimbursement  Agreement  dated  April 14,  1997  between  the
           Company and IHS.

*11.01     Calculation of Earnings per Share.

o21.01     Subsidiaries of the Company.

*23.01     Consent of KPMG Peat Marwick LLP


o           Filed herewith
*          Filed with the initial filing of this Report
+          Management contract or compensatory plan

All other exhibits,  unless otherwise noted by parenthetical  cross  references,
are incorporated by reference to the corresponding numbered exhibit to Company's
Registration Statement on Form S-1, Registration No. 33-92692.