<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For The First Quarter Ended March 31, 1999              Commission File #0-19240


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




New York                                                        13-2853680

(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification Number)


Two Hartford Square West
Suite 300
Hartford, Connecticut                                            06106

(Address of principal executive office)                        (Zip Code)



Registrant's telephone number,                                (860)278-7242
including area code


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.

Yes X   No      

            Number of Shares of Registrant's Common Stock Outstanding
                           March 31, 1999: 19,455,325
<PAGE>   2
                            U.S. HOMECARE CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
                                                                                  Page Number
                                                                                  -----------

<S>                                                                               <C>
Part I   -    Financial Information

  Item 1      Consolidated Balance Sheets as of
              March 31, 1999 and December 31, 1998                                       3

              Consolidated Statements of Operations
              for the three months ended March 31, 1999
              and 1998.                                                                  4

              Consolidated Statements of Cash Flows
              for the three months ended March 31, 1999 and 1998.                        5

              Notes to Unaudited Consolidated
              Financial Statements.                                                    6 - 8

  Item 2      Management's Discussion and Analysis
              of Financial Condition and Results of Operations.                        9 - 11

  Item 3      Market Risk Disclosure                                                     12


Part II   -   Other Information

  Item 1      Legal Proceedings                                                          12

  Item 2      Changes in Securities and Use of Proceeds                                  12

  Item 3      Defaults Upon Senior Securities                                            12

  Item 4      Other Information                                                        12 - 13

  Item 5      Exhibits & Reports on Form 8-K                                             13

              Signatures                                                                 14
</TABLE>


<PAGE>   3
                   U.S. HOMECARE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                        March 31,     December 31,
                                                                          1999            1998
                                                                        --------        --------
ASSETS                                                                 (unaudited)      (audited)
CURRENT ASSETS
<S>                                                                     <C>             <C>     
    Cash and cash equivalents                                           $     66        $    267
    Accounts receivable, net of allowance
         For doubtful accounts of $562 and $546                            6,496           5,525
    Other current assets                                                   1,120             673
                                                                        --------        --------
               TOTAL CURRENT ASSETS                                        7,682           6,465
                                                                        --------        --------

PROPERTY AND EQUIPMENT, net                                                  606             629
                                                                        --------        --------
OTHER ASSETS
    Excess cost over net assets acquired, net
        of accumulated amortization of $840 and $820                       1,394           1,414
    Intangible assets, net of accumulated
       Amortization of $5,852 and $5,784                                     136             203
    Other                                                                    489             661
                                                                        --------        --------
              TOTAL OTHER ASSETS                                           2,019           2,278
                                                                        --------        --------
TOTAL ASSETS                                                            $ 10,307        $  9,372
                                                                        ========        ========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
    Current maturities of long-term debt                                $  9,340        $  8,277
    Accounts payable and unpresented checks                                2,736           2,850
    Accrued expenses                                                       6,552           6,248
    Accrued payroll and related costs                                      1,331             991
                                                                        --------        --------
              TOTAL CURRENT LIABILITIES                                   19,959          18,366
                                                                        --------        --------
OTHER LIABILITIES
    Long-term debt                                                            --              --
    Other long-term liabilities                                            1,127           1,477
                                                                        --------        --------
              TOTAL OTHER LIABILITIES                                      1,127           1,477
                                                                        --------        --------
TOTAL LIABILITIES                                                         21,086          19,843
                                                                        ========        ========

STOCKHOLDERS' DEFICIT
    Common stock, $0.01 par value,  40,000,000 shares authorized,            193             137
     19,455,325 and 13,752,937 shares outstanding
    Preferred stock, $1 par value, 5,000,000 authorized, 328,569             328             328
     Shares outstanding
    Additional paid-in capital                                            47,097          47,153
    Accumulated deficit                                                  (58,397)        (58,089)
                                                                        --------        --------
              TOTAL STOCKHOLDERS' DEFICIT                                (10,779)        (10,471)
                                                                        --------        --------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                               $ 10,307        $  9,372
                                                                        ========        ========
</TABLE>





     See accompanying notes to unaudited consolidated financial statements.


                                      -3-
<PAGE>   4
                   U.S. HOMECARE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                           Three Months Ended March 31,
                                                               1999            1998
                                                             --------        --------
                                                                   (unaudited)
<S>                                                          <C>             <C>     
Net revenues                                                 $ 11,684        $ 12,962
Cost of revenues, primarily
    payroll and related costs                                   7,641           8,193
                                                             --------        --------

Gross profit                                                    4,043           4,769

Operating expenses:
     Selling, general and administrative expenses               3,538           3,536
     Amortization and depreciation                                174             248
                                                             --------        --------
Total operating expenses                                        3,712           3,784

(Loss) income before interest expense and income taxes            331             985

Interest and other financing expense                              601             597
                                                             --------        --------

(Loss) income before income taxes                                (270)            388

Provision for state income taxes                                   38              38
                                                             --------        --------

Net (loss) income                                                (308)            350

Dividends on preferred stock, paid in common stock               (172)           (172)
                                                             --------        --------

Net (loss) income applicable to common shareholders          $   (480)       $    178
                                                             ========        ========

Net (loss) income per share:



    Basic                                                    $  (0.03)       $   0.01
                                                             ========        ========
    Diluted                                                  $  (0.03)       $   0.01
                                                             ========        ========

Weighted average common shares outstanding:
    Basic                                                      17,554          12,399
        Dilutive effect of stock options                           --              --

        Conversion of preferred shares                             --              --
                                                             --------        --------
    Diluted                                                    17,554          12,399
                                                             ========        ========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.



                                      -4-
<PAGE>   5
                   U.S. HOMECARE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                       Three months ended March 31,
                                                                       ----------------------------
                                                                           1999           1998
                                                                          -------        -------
                                                                               (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                       <C>            <C>    
    Net (loss) income                                                     $  (308)       $   350

    Adjustments to reconcile net income to
              net cash provided by (used in) operating activities:
       Depreciation and amortization                                          174            248
       Provision for bad debts                                                149             85
       Non-cash charges                                                        --             19
    Changes in operating assets and liabilities:
       Decrease/(increase) in accounts receivable                          (1,120)          (501)
       Decrease/(increase) in other current assets                           (447)           616
       Decrease/(increase) in other assets                                    163           (393)
       (Decrease)/increase in accrued payroll and related costs               339            147
       (Decrease)/increase in accounts payable and accrued expenses           191           (524)
       (Decrease)/increase in other liabilities                              (350)          (232)
                                                                          -------        -------
       Net cash provided by (used in) operating activities                 (1,209)          (185)
                                                                          -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES


       Purchase of property and equipment                                     (55)           (72)
                                                                          -------        -------
       Net cash (used in) provided by investing activities                    (55)           (72)
                                                                          -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES

       Increase (decrease) in bank financing                                1,063             37
                                                                          -------        -------
       Net cash provided by (used in) financing activities                  1,063             37
                                                                          -------        -------

       Net decrease in cash and cash equivalents                             (201)          (220)
       Cash and cash equivalents, beginning of period                         267            313
                                                                          -------        -------

       Cash and cash equivalents, end of period                           $    66        $    93
                                                                          =======        =======


CASH  PAID DURING THE PERIOD FOR:

       Income taxes                                                       $    88        $   173
                                                                          =======        =======
       Interest                                                           $   437        $   407
                                                                          =======        =======
</TABLE>



     See accompanying notes to unaudited consolidated financial statements.


                                      -5-
<PAGE>   6
                            U.S. HOMECARE CORPORATION


              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1        -   Unaudited Information

       In the opinion of the management of U.S. HomeCare Corporation (the
       "Company"), the accompanying unaudited consolidated financial statements
       contain all adjustments (consisting of only normal recurring accruals)
       necessary to present fairly the Company's financial position as of March
       31, 1999 and the results of its operations and its cash flows for the
       three months ended March 31, 1999 and 1998. These consolidated financial
       statements should be read in conjunction with the Company's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1998.

       The results of operations for the three month period ended March 31, 1999
       are not necessarily indicative of the results to be expected for the full
       year.

Note 2        -   Revenue Recognition

       The Company recognizes revenues as the services are performed. The
       Company receives retroactive increases and decreases to certain rates.
       The Company records such amounts as changes in revenue when it is
       notified by the payors or when the amounts are estimable. Certain of the
       Company's revenues and related disbursements are subject to audit by
       third party payors; these revenues are accrued on an estimated basis in
       the period the related services are rendered. Net revenues are adjusted,
       as required in subsequent periods, based on final settlement.

Note 3   -    Stockholders' Deficit

       During the quarter ended March 31, 1999 and 1998, the Company issued
       5,702,388 and 238,375 shares, respectively, of Common Stock as dividends
       on the Company's $35.00, 6% Convertible Preferred Stock (the "Preferred
       Stock"), and no shares of Common Stock to directors in lieu of cash fees
       under the Director Stock Fee Program of the Company's 1995 Stock
       Option/Stock Issuance Plan as a result of the Directors having waived
       these fees for 1999.




                                      -6-
<PAGE>   7
Note 4   -    Commitments and Contingencies

       Medicare revenues are based in part on cost reimbursement principles and
       per beneficiary limits as specified by the Interim Payment System ("IPS")
       and are subject to audit and retroactive adjustment by the respective
       third-party fiscal intermediaries. Included in accounts payable at March
       31, 1999 and at December 31, 1998 was approximately $ 2.0 and $2.1
       million, respectively, which are estimates of what is to be paid upon
       finalization of certain cost reports. In the opinion of management,
       additional retroactive adjustments, if any, are not expected to be
       material to the consolidated financial statements of the Company.

Note 5   -    Debt and Accounts Receivable Securitization

      The Company's Receivables Purchase and Servicing Agreement (the
      "Securitization Program"), allows the Company to sell for cash an
      undivided percentage ownership interest in a designated pool of eligible
      receivables, as defined. The Company relies, in part, on this accounts
      receivable financing to fund working capital for current operations. The
      maximum amount of cash advances (based on eligible accounts receivable)
      allowed under the program is $9.3 million as of March 31, 1999. The net
      proceeds from the sale of accounts receivable through the Securitization
      Program at March 31, 1999 and December 31, 1998 were $6.7 million. The
      Securitization Program expired during January 1999 and has been renewed
      monthly since that time.

      The Company's Revolving Line of Credit ("RLOC") and the Company's
      subordinated credit facility also expired during January 1999 and has been
      renewed monthly since that time. Because these facilities expire in less
      than a year, all such outstanding debt has been classified as current
      liabilities at March 31, 1999.

      Summary of the proforma receivables and debt levels including securitized
      financing:

<TABLE>
<CAPTION>
                                                  March 31,       December 31,
                                                    1999             1998
                                               (in thousands)   (in thousands)
<S>                                               <C>             <C>     
Total Accounts Receivable                         $ 13,758        $ 12,771
Provision for Bad Debt                                (562)           (546)
                                                  --------        --------
Net Accounts Receivable                           $ 13,196        $ 12,225
Accounts Receivables Sold to Securitization         (6,700)         (6,700)
                                                  --------        --------
Accounts Receivables, on the Balance Sheet        $  6,496        $  5,525
                                                  ========        ========

Total Bank Debt, on the Balance Sheet             $  9,340        $  8,277
Securitization Advances                              6,700           6,700
                                                  --------        --------
Total Bank Financing                              $ 16,040        $ 14,977
                                                  ========        ========
</TABLE>



                                      -7-
<PAGE>   8
Note 6 -      Presentation of Prior Year Information

       The presentation of certain prior year information has been reclassified
       to conform with the current year presentation.

Note 7 -      Net Income Per Share

       Net Income Per Share - As of December 31, 1997, the Company adopted
       Statement of Financial Accounting Standards No. 128 "Earnings Per Share"
       ("SFAS 128").

       For the quarters ended March 31, 1999 and 1998, conversion of preferred
       stock has not been considered in the computation of diluted earnings per
       share because to do so would be anti-dilutive.



                                      -8-
<PAGE>   9
                            U.S. HOMECARE CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


         This Quarterly Report on Form 10-Q contains certain statements of a
forward-looking nature relating to future events or the future financial
performance of the Company. Such statements are only predictions and the actual
events or results may differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below as well as those discussed in other
filings made by the Company with the Securities and Exchange Commission.

R E S U L T S    O F   O P E R A T I O N S

Three Months Ended March 31, 1999
Compared With Three Months Ended March 31, 1998

         Net revenues reported for the three month period ended March 31, 1999
were $11,684,000 compared to $12,962,000 for the first quarter of 1998. The
decline is principally the result of continued downward pressures on rates and
utilization by government payors.

         Cost of revenues as a percentage of net revenues was 65.4% for the
first quarter of 1999, compared with 63.2% in the first quarter of 1998. The
increase in cost of revenues is due primarily to above described pressures on
rates and utilization which resulted in a shift in business mix with more
revenues derived from lower margin contracts and less from traditionally more
profitable governmental payor sources. The resulting gross profits were
$4,043,000 and $4,769,000 or 34.6% and 36.8%, for the quarters ended March 31,
1999 and 1998, respectively.

         Selling, general and administrative expenses were $3,538,000 in the
first quarter of 1999 as compared to $3,536,000 in the first quarter of 1998.

         Interest and other financing expenses were $601,000 for the first
quarter of 1999 compared to $597,000 in the first quarter of 1998. Though total
debt throughout the first quarter of 1998 was less than the outstanding balances
during the first quarter of 1999, the interest and other financing costs were
similar as a result of extension and other fees charged by the bank group in
conjunction with the one year extension of the bank debt at the time.
Amortization and depreciation were $174,000 for the first quarter of 1999 as
compared to $248,000 for the first quarter of 1998 which included amortization
for deferred financing costs incurred in prior periods.

         The Company's net operating losses eliminated any Federal income tax
liability. The income tax provision relates to state tax obligations.

         As a result of the foregoing, for the three months ended March 31,
1999, the Company had a net loss of ($308,000) compared to a net income of
$350,000 for the corresponding quarter in 1998.

                                      -9-
<PAGE>   10
FINANCIAL CONDITION

         As of March 31, 1999, the Company's cash and cash equivalents totaled
$66,000 compared to $267,000 at December 31, 1998. There were no funds available
from the Company's Revolving Line of Credit at March 31, 1999.

         The Company is not in compliance with the financial covenants of its
revolving credit agreement. Noncompliance with financial covenants gives the
banks the right to declare the amounts outstanding under the Company's credit
facilities immediately due and payable. To date, the banks have not called the
loans and are working with U.S. HomeCare on a month to month basis in providing
funding for the Company's cash needs.

         The credit facilities, within the existing funding parameter, together
with cash generated from operations will not be sufficient to fund the Company's
operations through 1999 even if the credit facilities continue to be renewed.
U.S. HomeCare will need to raise equity capital and/or increase and extend or
replace its existing credit facilities to ensure sufficient funding of its
operations. U.S. HomeCare is currently discussing with its current creditors and
others such expanded and extended financing. There can be no assurance that U.S.
HomeCare will obtain such expanded and extended financing. Failure to obtain
such financing would have a material adverse effect on U.S. HomeCare's business,
financial condition and results of operations.

FACTORS AFFECTING THE COMPANY'S BUSINESS

         U.S. HomeCare's future business, financial condition and results of
operations are dependent on the Company's ability to successfully raise equity
capital and/or increase and extend or replace its existing credit facilities to
ensure sufficient funding of its operations.

         Additionally, U.S. HomeCare's future business and results of operations
are subject to the following risks: dependence on referral sources; dependence
on reimbursement by third party payors including Medicaid and Medicare; pricing
pressures which the health care industry is currently experiencing as a result
of market-driven reforms; complying with the federal and state regulations which
apply to home health care agencies; fundamental changes in the health care
industry which could be brought about by health care reform; competing
effectively with other home health care providers; attracting and retaining
senior management personnel and branch level management as well as qualified
health care professionals and paraprofessionals; and maintaining adequate
liability insurance. The failure to manage such risks successfully could have a
material adverse effect on the Company's business, financial condition and
results of operations.



                                      -10-
<PAGE>   11
YEAR 2000 COMPLIANCE

         The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a
2-digit year is commonly referred to as the Year 2000 Compliance issue. As the
year 2000 approaches, such systems may be unable to accurately process certain
date-based information.

         U.S. HomeCare has identified all significant applications that will
require modification to ensure Year 2000 Compliance. Internal and external
resources are being used to make the required modifications and test Year 2000
Compliance. U.S. HomeCare plans on completing the testing process of all
significant applications by July 31, 1999.

         U.S. HomeCare has also initiated discussions with its significant
suppliers, large customers and financial institutions to determine that those
parties have appropriate plans to remediate Year 2000 issues where their systems
interface with the U.S. HomeCare's system or otherwise impact its operations.
U.S. HomeCare is assessing the extent to which its operations are vulnerable
should those organizations fail to properly remediate their computer systems,
and as of the date hereof is not able to quantify the impact on the Company, if
any, of failures of those organizations to remediate Year 2000 issues properly.

         The total cost to U.S. HomeCare of those Year 2000 Compliance
activities has not been and is not anticipated to be material to its financial
position or results of operations in any given year. These costs and the date on
which U.S. HomeCare plans to complete the Year 2000 modification and testing
processes are based on management's best estimates, which were derived utilizing
numerous assumptions of future events including the continued availability of
certain resources, third party modifications plans and other factors. However,
there can be no guarantee that these estimates will be achieved and actual
results could differ from those plans.



                                      -11-
<PAGE>   12
                            U.S. HOMECARE CORPORATION



Item 3.       Market Risk Disclosures

                  None.



Part II - Other Information


Item 1.       Legal Proceedings

                  None.


Item 2.       Changes in Securities and Use of Proceeds

                  None.


Item 3.       Defaults Upon Senior Securities

                  None.


Item 4.       Other Information

                  On April 27, 1999, the Company filed a Proxy Statement with
              the Securities and Exchange Commission giving notice of the
              Company's upcoming Annual Meeting and its intention to seek
              shareholders' approval to effect a 1-for-1,500 reverse stock split
              of the Company's Common Stock. The reverse stock split will reduce
              the number of shareholders of record of the Company below 300,
              which will enable the Company to deregister its Common Stock under
              the Securities Exchange Act of 1934.

                  As disclosed in the April 27th proxy statement, the deadline
              for submitting proposals to be considered for inclusion in the
              Company's Proxy Statement for the 2000 Annual Meeting is January
              7, 2000. In addition, pursuant to the Company's By-Laws,
              shareholder proposals intended for presentation at the 2000 Annual
              Meeting that are not intended to be considered for inclusion in
              the Company's Proxy Statement for the 2000 Annual Meeting must be
              received by the Secretary of the Company no earlier than March 24,
              2000 and no later than April 17, 2000.

                                      -12-
<PAGE>   13
                  Pursuant to recent amendments to Rule 14a-4(c)(1) under the
              Securities Exchange Act of 1934, as amended, the Company will have
              discretionary voting authority if a proponent does not notify the
              Company by March 27, 2000 of their intent to present a proposal
              from the floor at the 2000 Annual Meeting of Shareholders or of
              their intent to commence a proxy solicitation for the 2000 annual
              Meeting of Shareholders.



Item 5.       Exhibits and Reports on Form 8-K

                  A.       Exhibits - The following exhibits are filed
                           herewith or incorporated herein.

                                      None.

                  B.       Reports on Form 8-K

                           1.       No Reports on Form 8-K were filed during the
                                    quarter for which this report is filed.



                                      -13-
<PAGE>   14

                            U.S. HOMECARE CORPORATION

                                   SIGNATURES

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


                            U.S. HomeCare Corporation


                                      /s/ Sophia V. Bilinsky
---------------------------           ------------------------------------------
Date                                  President and Chief Executive Officer
                                      (Principal Executive Officer)



                                      /s/ Trevor W. Gordon
---------------------------           ------------------------------------------
 Date                                 (Principal Financial Officer)



                                      -14-