EXHIBIT 10.04 (e)(2)



                             AMENDMENT NO. 1 TO THE
                         COMMUNITY CARE OF AMERICA, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN
                     ---------------------------------------


     WHEREAS,  Community Care of America, Inc. (the "Corporation") maintains the
Community Care of America,  Inc.  Supplemental  Deferred  Compensation Plan (the
"Plan"); and

     WHEREAS,  the  Corporation  has the  power to amend the Plan in a way which
reduces  participants' accrued benefits under the Plan, provided the Corporation
obtains the affected  participants'  respective  consents to any such amendment;
and

     WHEREAS,  the  Corporation  desires  to amend  the  Plan  and the  affected
participants desire to consent to such amendment.

     NOW,  THEREFORE,  the Plan  hereby is amended as follows,  effective  as of
August 1, 1996:

     1. The second paragraph of Section 3.1 of the Plan hereby is amended in its
entirety to read as follows:

        "No  Employer  Contribution  Credits  shall be allocated to
        Participants' Employer Contribution Credit Accounts for the
        Plan's first Plan Year (i.e.,  beginning  January 1, 1995).
        The aggregate  Employer  Contribution  Credits  credited to
        Participants' Employer Contribution Credit Accounts for the
        Plan's second Plan Year (i.e.,  beginning  January 1, 1996)
        shall be five  hundred  thousand  dollars  ($500,000).  The
        aggregate   Employer   Contribution   Credits  credited  to
        Participants'  Employer  Contribution  Credit  Accounts for
        each Plan Year  commencing on or after the first day of the
        third Plan Year (i.e., January 1, 1997) shall be an amount,
        if any, determined by the Employer, in its discretion.  The
        amount   allocated   to   each    Participant's    Employer
        Contribution  Credit  Account  for each Plan Year for which
        the Employer  makes  Employer  Contribution  Credits  shall
        equal the aggregate  Employer  Contribution  Credits to the
        Plan  for the  Plan  Year  multiplied  by a  fraction,  the
        numerator of which is one (1) and the  denominator of which
        is the total number of  Participants  as of the last day of
        the Plan Year as of which the Employer  Contribution Credit
        is credited.  Notwithstanding  the  preceding,  in any Plan
        Year in which a Change  of  Control  occurs,  the  Employer
        Contribution   Credits   credited  to  each   Participant's
        Employer  Contribution  Credit  Account  shall be an amount
        that is not less than  three  (3)  times the  amount of the
        Employer  Contribution Credit credited to the Participant's
        Employer Contribution Credit Account in the Plan Year among
        the five (5) Plan Years ending with the Plan Year of the


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        Change of Control in which the  highest  amount of Employer
        Contribution  Credits  was  credited  to the  Participant's
        Employer  Contribution  Credit Account  (without  regard to
        this sentence);  provided,  however, that, if the Plan Year
        of the  Change  of  Control  is the Plan  Year in which the
        highest amount of Employer Contribution Credits is credited
        to the Participant's  Employer  Contribution Credit Account
        (without regard to this  sentence),  the amount credited to
        the Participant's  Employer Contribution Credit Account for
        the Plan Year of the Change of Control  shall be the amount
        previously   credited   to   the   Participant's   Employer
        Contribution  Credit  Account during the Plan Year (without
        regard to this  sentence)  plus two (2)  times  the  amount
        previously   credited   during  the  Plan  Year.   Employer
        Contribution  Credits  for a Plan Year shall be credited to
        each  Participant who is actively  employed (i) on the last
        day of the Plan Year  with  respect  to which the  Employer
        Contribution  Credit is  credited  if no Change of  Control
        occurs during the Plan Year or (ii) the day before a Change
        of  Control  occurs  during  the Plan  Year if a Change  of
        Control occurs during the Plan Year."

   2.   Section  6.2(b)  hereby is amended in its entirety to read as follows:

        "(b)  Timing and Manner of  Payment.  An  aggregate  amount
        equal to the  Participant's  vested Account will be paid by
        the   Trust  or  the   Employer   upon  the   Participant's
        termination of employment with the Employer, as provided by
        Section 6.1, in a lump sum."

   3.   The names "Kenneth  Creasman" and "James K. Burkhart" hereby are removed
from Schedule I of the Plan and the name "Gary W. Singleton"  hereby is added to
Schedule I of the Plan.

     IN WITNESS  WHEREOF,  the Corporation  hereby evidences its adoption of the
above Amendment and the Plan participants affected by the above Amendment hereby
consent to the above Amendment by setting forth their signatures below.

WITNESS/ATTEST                          COMMUNITY CARE OF AMERICA, INC.


/s/ Annette E. Blair                    By: /s/ David H. Fater
-----------------------------           --------------------------
  Print Name: Annette E. Blair          Print Name: David H. Fater
                                        PrintTitle: Executive VP & CFO
                                        Date:    9/13/96

/s/ Annette E. Blair                    /s/ Deborah A. Lau
-----------------------------           --------------------------
  Print Name: Annette E. Blair              Deborah A. Lau

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/s/ Annette E. Blair                    /s/ David H. Fater
-----------------------------           --------------------------
  Print Name: Annette E. Blair              David H. Fater

/s/ Annette E. Blair                    /s/ William Krystopowicz
-----------------------------           --------------------------
  Print Name: Annette E. Blair              William Krystopowicz



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