<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 Second Quarter Ended June 30, 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 Identification Number)
 incorporation or organization)

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

     June 30, 1999: 39,443,515


<PAGE>   2


                            U.S. HOMECARE CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
                                                                     Page Number

<S>           <C>                                                    <C>
Part I   -    Financial Information

 Item 1       Consolidated Balance Sheets as of
              June 30, 1999 and December 31, 1998                              3

              Consolidated Statements of Operations
              for the three months ended June 30, 1999
              and 1998.                                                        4

              Consolidated Statements of Cash Flows
              for the six months ended June 30, 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     Submission of Matters to a Vote of Security Holders            12-13

 Item 5      Other Information                                                14

 Item 6     Exhibits & Reports on Form 8-K                                    14

Signatures                                                                    15
</TABLE>


<PAGE>   3


                                    U.S. HOMECARE CORPORATION AND SUBSIDIARIES

                                            CONSOLIDATED BALANCE SHEETS
                                       (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                      June 30,          December 31,
                                                                                                       1999                  1998
                                                                                                     ------------         ----------
ASSETS                                                                                               (unaudited)           (audited)

<S>                                                                                                   <C>               <C>
CURRENT ASSETS
    Cash and cash equivalents                                                                         $    350             $    267
     Accounts receivable, net of allowance
         For doubtful accounts of $616 and $546                                                          5,878                5,525
    Other current assets                                                                                 1,348                  673
                                                                                                      --------             --------
               TOTAL CURRENT ASSETS                                                                      7,576                6,465
                                                                                                      --------             --------
PROPERTY AND EQUIPMENT, net                                                                                554                  629
                                                                                                      --------             --------
OTHER ASSETS
    Excess cost over net assets acquired, net
        of accumulated amortization of $861 and $820                                                     1,373                1,414
    Intangible assets, net of accumulated
       Amortization of $5,897 and $5,784                                                                    90                  203
    Other                                                                                                  462                  661
                                                                                                      --------             --------
              TOTAL OTHER ASSETS                                                                         1,925                2,278
                                                                                                      --------             --------
TOTAL ASSETS                                                                                          $ 10,055             $  9,372
                                                                                                      ========             ========


LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
    Current maturities of long-term debt                                                              $ 10,011             $  8,277
    Accounts payable and unpresented checks                                                              3,110                2,850
    Accrued expenses                                                                                     5,051                6,248
    Accrued payroll and related costs                                                                      897                  991
                                                                                                      --------             --------
              TOTAL CURRENT LIABILITIES                                                                 19,069               18,366
                                                                                                      --------             --------




OTHER LIABILITIES
   Other long-term liabilities                                                                           1,770                1,477
                                                                                                      --------             --------
              TOTAL OTHER LIABILITIES                                                                    1,770                1,477
                                                                                                      --------             --------
TOTAL LIABILITIES                                                                                       20,839               19,843
                                                                                                      --------             --------

STOCKHOLDERS' DEFICIT
    Common stock, $0.01 par value,  40,000,000 shares authorized,                                          394                  137
     39,443,515 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                                                                          46,896               47,153
    Accumulated deficit                                                                                (58,402)             (58,089)
                                                                                                      --------             --------
              TOTAL STOCKHOLDERS' DEFICIT                                                              (10,784)             (10,471)
                                                                                                      --------             --------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                                                             $ 10,055             $  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 June 30,
                                                                                                     1999                    1998
                                                                                                   --------                --------
                                                                                                              (unaudited)

<S>                                                                                                <C>                     <C>
Net revenues                                                                                       $ 11,601                $ 11,737
Cost of revenues, primarily
    payroll and related costs                                                                         7,398                   8,114
                                                                                                   --------                --------
Gross profit                                                                                          4,203                   3,623

Operating expenses:

     Selling, general and administrative expenses                                                     3,494                   4,074
     Amortization and depreciation                                                                      157                     218
                                                                                                   --------                --------
Total operating expenses                                                                              3,651                   4,292

Income (loss) before interest expense and income taxes                                                  552                    (669)

Interest and other financing expense                                                                    522                     569
                                                                                                   --------                --------
Income (loss) before income taxes                                                                        30                  (1,238)

Provision for state income taxes                                                                         35                      38
                                                                                                   --------                --------
Net loss                                                                                                 (5)                 (1,276)

Dividends on preferred stock, paid in common stock                                                     (172)                   (172)
                                                                                                   --------                --------
Net (loss) applicable to common shareholders                                                       $   (177)               $ (1,448)
                                                                                                   ========                ========

Net (loss) per share:

    Basic                                                                                          $  (0.01)               $  (0.11)
                                                                                                   ========                ========

    Diluted                                                                                        $  (0.01)               $  (0.11)
                                                                                                   ========                ========
Weighted average common shares outstanding:
    Basic                                                                                            32,854                  12,596
        Dilutive effect of stock options                                                                 --                      --
        Conversion of preferred shares                                                                   --                      --
                                                                                                   --------                --------
    Diluted                                                                                          32,854                  12,596
                                                                                                   ========                ========

</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                      -4-

<PAGE>   5


                   U.S. HOMECARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In thousands, except per share data)
<TABLE>
<CAPTION>

                                                                                                     Six Months Ended June 30,
                                                                                                     1999                  1998
                                                                                                   --------                --------
                                                                                                              (unaudited)

<S>                                                                                                <C>                     <C>
Net revenues                                                                                       $ 23,285                $ 24,699
Cost of revenues, primarily
    Payroll and related costs                                                                        15,039                  16,307
                                                                                                   --------                --------

Gross profit                                                                                          8,246                   8,392

Operating expenses:

     Selling, general and administrative expenses                                                     7,032                   7,616
     Amortization and depreciation                                                                      331                     507
                                                                                                   --------                --------
Total operating expenses                                                                              7,363                   8,123

Income before interest expense and income taxes                                                         883                     269

Interest and other financing expense                                                                  1,123                   1,120
                                                                                                   --------                --------

Income (loss) before income taxes                                                                      (240)                   (851)

Provision for state income taxes                                                                         73                      75
                                                                                                   --------                --------

Net (loss)                                                                                             (313)                   (926)

Dividends on preferred stock, paid in common stock                                                     (345)                   (345)
                                                                                                   --------                --------

Net (loss) applicable to common shareholders                                                       $   (658)               $ (1,271)
                                                                                                   ========                ========

Net (loss) per share:

    Basic                                                                                          $  (0.03)               $  (0.10)
                                                                                                   ========                ========
    Diluted                                                                                        $  (0.03)               $  (0.10)
                                                                                                   ========                ========

Weighted average common shares outstanding:

    Basic                                                                                            25,215                  12,430
        Dilutive effect of stock options                                                                 --                      --

        Conversion of preferred shares                                                                   --                      --
                                                                                                   --------                --------
    Diluted                                                                                          25,215                  12,430
                                                                                                   ========                ========

</TABLE>



     See accompanying notes to unaudited consolidated financial statements.



                                      -5-
<PAGE>   6



                   U.S. HOMECARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                                         Six months ended June 30,
                                                                                                        ----------------------------
                                                                                                         1999                  1998
                                                                                                        -------              -------
                                                                                                                (unaudited)
<S>                                                                                                     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net (loss) income                                                                                   $  (313)            $  (926)

    Adjustments to reconcile net income to net cash provided by (used in)
      operating activities:

       Depreciation and amortization                                                                        331                 507
       Provision for bad debts                                                                              291                 158
       Non-cash charges                                                                                      --                 349
    Changes in operating assets and liabilities:

       (Increase) in accounts receivable                                                                   (644)               (457)
       Decrease/(increase) in other current assets                                                         (691)                535
       Decrease/(increase) in other assets                                                                  199                (488)
       (Decrease)/increase in accrued payroll and related costs                                             (94)                178
       (Decrease)/increase in accounts payable and accrued expenses                                        (937)                131
       (Decrease)/increase in other liabilities                                                             293                (450)
                                                                                                        -------             -------
       Net cash provided by (used in) operating activities                                               (1,565)               (463)
                                                                                                        -------             -------

CASH FLOWS FROM INVESTING ACTIVITIES

       Proceeds from disposition of property and equipment                                                                        6

       Purchase of property and equipment                                                                   (86)               (103)
                                                                                                        -------             -------
       Net cash used in investing activities                                                                (86)                (97)
                                                                                                        -------             -------

CASH FLOWS FROM FINANCING ACTIVITIES

       Increase in bank financing                                                                         1,734                 275
                                                                                                        -------             -------
       Net cash used in financing activities                                                              1,734                 275
                                                                                                        -------             -------

       (Decrease)/increase in cash and cash equivalents                                                      83                (285)
       Cash and cash equivalents, beginning of period                                                       267                 313
                                                                                                        -------             -------

       Cash and cash equivalents, end of period                                                         $   350             $    28
                                                                                                        =======             =======


CASH PAID DURING THE PERIOD FOR:

       Income taxes                                                                                     $    88             $   193
                                                                                                        =======             =======
       Interest                                                                                         $   894             $   438
                                                                                                        =======             =======
</TABLE>



     See accompanying notes to unaudited consolidated financial statements.




                                      -6-
<PAGE>   7



                            U.S. HOMECARE CORPORATION

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1        -   Market Risk Disclosures

       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 June
       30, 1999 and the results of its operations and its cash flows for the six
       months ended June 30, 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 six month period ended June 30, 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 June 30, 1999 and 1998, the Company issued
       19,988,190 and 376,739 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.




                                      -7-
<PAGE>   8


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 June
       30, 1999 and at December 31, 1998 was approximately $1.4 million and $2.1
       million, respectively, which are estimates of the net liability 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 June 30, 1999. The net
       proceeds from the sale of accounts receivable through the Securitization
       Program at June 30, 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 $3
       million subordinated credit facility also expired during January 1999.
       The RLOC and the subordinated credit facility have been renewed monthly
       through July 1999. On July 23, 1999, the lenders under the RLOC notified
       the Company that defaults currently exist under the RLOC and that,
       pursuant to the Intercreditor Agreement among the RLOC lenders, the
       subordinated lender, the guarantor and the Company, the Company is not
       permitted to make any further payments on its subordinated debt.
       Subsequently, the subordinated lender notified the Company that it had
       decided to terminate ongoing discussions for further extension of the
       subordinated loan and was reserving all of its rights and remedies. The
       Company has been informed that the subordinated lender has made a demand
       for payment of the amount of the subordinated credit facility, under a
       guarantee from the Connecticut Development Authority, and that the
       outstanding amount of the loan is to be paid by the guarantor to the
       lender in late August 1999. The Company's senior lenders have continued
       to renew the RLOC on a month to month basis. In light of the above, all
       of the Company's outstanding debt has been classified as current
       liabilities at June 30, 1999.


                                      -8-

<PAGE>   9


       Summary of the proforma receivables and debt levels including securitized
financing:
<TABLE>
<CAPTION>

                                                                                                 June 30,               December 31,
                                                                                                  1999                     1998
                                                                                                  ----                     ----
                                                                                            (in thousands)            (in thousands)

<S>                                                                                              <C>                       <C>
Total Accounts Receivable                                                                        $ 13,194                  $ 12,771
Provision for Bad Debt                                                                               (616)                     (546)
                                                                                                 --------                  --------
Net Accounts Receivable                                                                          $ 12,578                  $ 12,225
Accounts Receivables Sold to Securitization                                                        (6,700)                   (6,700)
                                                                                                 --------                  --------
Accounts Receivables, on the Balance Sheet                                                       $  5,878                  $  5,525
                                                                                                 ========                  ========




Total Bank Debt, on the Balance Sheet                                                              $10,011                   $ 8,277
Securitization Advances                                                                              6,700                     6,700
                                                                                                   -------                   -------
Total Bank Financing                                                                               $16,711                   $14,977
                                                                                                   =======                   =======
</TABLE>

Note 6 - Presentation of Prior Year Information

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






                                      -9-

<PAGE>   10


                            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.

RESULTS OF OPERATIONS

Three Months Ended June 30, 1999
Compared With Three Months Ended June 30, 1998

     Net revenues reported for the three month period ended June 30, 1999 were
$11,601,000 compared to $11,737,000 for the second quarter of 1998. The decline
is principally the result of actions taken by the Company to change its patient
mix in its Pennsylvania operation as a result of the Interim Payment System,
which became effective in 1998. This revenue loss was partially offset by
Medicare rate increases in 1999 in all of the Company's certified locations.

     Cost of revenues as a percentage of net revenues was 63.8% for the second
quarter of 1999, compared with 69.1% in the second quarter of 1998. The decrease
in cost of revenues is partially the result of the above described rate
increases which resulted in a higher gross margin and partially due to the fact
that 1998's margin was affected by negative prior period revenue adjustments.
The resulting gross profits were $4,203,000 and $3,623,000 or 36.2% and 30.9%,
for the quarters ended June 30, 1999 and 1998, respectively.

     Selling, general and administrative expenses were $3,494,000 in the second
quarter of 1999 as compared to $4,074,000 in the second quarter of 1998. The
decrease was due to a company wide reduction in branch staffing and other
expenses as well as from the consolidation of two branches, one in Connecticut
and one in New York City.

     Interest and other financing expenses were $522,000 for the second quarter
of 1999 compared to $569,000 in the second quarter of 1998. The 1998 quarter
included a higher amount of financing fees. Total bank debt was $16,711,000 at
June 30, 1999 as compared to $14,552,000 at June 30, 1998. Amortization and
depreciation were $157,000 for the second quarter of 1999 as compared to
$218,000 for the second quarter of 1998.

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






                                     -10-



<PAGE>   11

     As a result of the foregoing, for the three months ended June 30, the
Company had a net loss of ($5,000) compared to a net loss of ($1,276,000) for
the corresponding quarter in 1998.

Six Months Ended June 30, 1999
Compared With Six Months Ended June 30, 1998

     Net revenues for the six month period ended June 30, 1999 were $23,285,000
compared to $24,699,000 for the first six months in 1998. The decline is
principally the result of actions taken by the Company to change its patient mix
in its Pennsylvania operation as a result of the Interim Payment System, which
became effective in 1998. This revenue loss was partially offset by Medicare
rate increases in 1999 in all of the Company's certified locations.

      Cost of revenues as a percentage of net revenues was 64.6% for the first
six months in 1999, compared with 66.0% in the first six months in 1998. The
decrease in cost of revenue in 1999 is principally the result of the above
described rate increases, which resulted in a higher gross margin. The resulting
gross profits were $8,246,000 and $8,392,000 or 35.4% and 34.0%, for the six
months ended June 30, 1999 and 1998, respectively.

   Selling, general and administrative expenses were $7,032,000 for the first
six months in 1999, as compared to $7,616,000 for the first six months in 1998.
The net decrease was due to a company wide reduction in branch staffing and
other expenses as well as from the consolidation of two branches, one in
Connecticut and one in New York City.

     Interest and other financing expenses were $1,123,000 for the first six
months in 1999 as compared to $1,120,000 for the first six months in 1998. Total
bank debt was $16,711,000 at June 30, 1999 as compared to $14,552,000 at June
30, 1998.

    The Company's net operating loss carryforwards offset any Federal tax
liability. The income tax provision relates to state tax obligations.

    As a result of the foregoing, for the six months ended June 30, 1999, the
Company had a net loss of $313,000 compared to net loss of $926,000 for the
corresponding periods in 1998.

FINANCIAL CONDITION

     As of June 30, 1999, the Company's cash and cash equivalents totaled
$350,000 compared to $267,000 at December 31, 1998. There were no funds
available from the Company's Revolving Line of Credit at June 30, 1999.

     The Company is not in compliance with the financial covenants of the RLOC
or its subordinated credit facility. Non-compliance with financial covenants
gives the lenders the right to declare the amounts outstanding under the
Company's credit facilities immediately due and payable. See Note 5 Notes to
Unaudited Consolidated Financial Statements.


                                      -11-


<PAGE>   12

     The Company's current credit facilities, together with cash generated from
operations, are not 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 restructure 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.

                                      -12-
<PAGE>   13


                              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 October 31, 1999.

     U.S. HomeCare is also engaged in ongoing 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.




                                      -13-

<PAGE>   14


                            U.S. HOMECARE CORPORATION

Item 3.       Quantitative and Qualitative Disclosures about Market Risk

                 There have been no significant changes since December 31, 1998.

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.       Submission of Matters to a Vote of Security Holders

                  On April 27, 1999, the Company filed a Proxy Statement with
              the Securities and Exchange Commission (S.E.C.) relating to the
              Company's 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 would 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. This proxy statement is under
              review with the S.E.C.

Item 5.       Other Information

                  None.

Item 6.       Exhibits and Reports on Form 8-K

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

                               27 Three Month Data Schedule

                  B.       Reports on Form 8-K

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



                                      -14-
<PAGE>   15

                            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

August 16, 1999                         /s/   Sophia V. Bilinsky
------------------                      ------------------------------
Date                                    President and Chief Executive Officer
                                        (Principal Executive Officer)

August 16, 1999                         /s/   Thomas S. Grogan
------------------                      ------------------------------
 Date                                   Chief Financial Officer
                                       (Principal Financial Officer)




                                      -15-