<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 Third Quarter Ended September 30, 1997          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, CT             06106
(Address of principal executive                             (Zip Code)
 office)


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
                         September 30, 1997: 10,398,243
<PAGE>   2
                            U.S. HOMECARE CORPORATION

                                      INDEX

                                                                    Page Number

Part I   -    Financial Information

   Item 1     Consolidated Balance Sheets as of  
              September 30, 1997 and December 31, 1996                         3

              Consolidated Statements of Operations
              for the three months ended September 30, 1997
              and 1996.                                                        4

              Consolidated Statements of Operations
              for the nine months ended September 30, 1997
              and 1996.                                                        5

              Consolidated Statements of Cash Flows
              for the nine months ended September 30, 1997
              and 1996.                                                        6

              Notes to Unaudited Consolidated
              Financial Statements.                                        7 -10

  Item 2      Management's Discussion and Analysis
              of Financial Condition and Results of
              Operations.                                                11 - 14

Part II   -   Other Information

   Item 6     Exhibits & Reports on Form 8-K                             15 - 17

              Signatures                                                      18
<PAGE>   3
                   U.S. HOMECARE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                   September 30,    December 31,
                                                                       1997            1996
                                                                  ------------------------------
ASSETS                                                             (unaudited)      (audited)
<S>                                                                 <C>             <C>     
CURRENT ASSETS
    Cash and cash equivalents                                       $     13        $    647
    Accounts receivable, net of allowance
         for doubtful accounts of $2,616 and $3,843                    7,083           7,925
    Other current assets                                               1,283
                                                                                       1,225
                                                                    --------        --------
               TOTAL CURRENT ASSETS                                    8,379           9,797
                                                                    --------        --------

PROPERTY AND EQUIPMENT, net                                              924           2,578
                                                                    --------        --------

OTHER ASSETS
    Excess cost over net assets acquired, net of
accumulated amortization of $715 and $653                              1,518           1,581
    
    Intangible assets, net of accumulated amortization of
$5,429 and $5,165                                                        558             822
    Other                                                                984             767
                                                                    --------        --------
              TOTAL OTHER ASSETS                                       3,060           3,170
                                                                    --------        --------
                                                                    $ 12,363        $ 15,545
TOTAL ASSETS                                                        ========        ========
                                                                    

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Current maturities of long-term debt                            $  8,153        $    346
                                                                            
    Accounts payable                                                   2,777           3,175

    Accrued expenses                                                   2,606           4,509
                                                                                            
    Reserve for restructuring and other non-recurring charges          1,781           3,670
                                                                                            
    Accrued payroll and related costs                                  1,449           1,608 
                                                                    --------        --------
          TOTAL CURRENT LIABILITIES                                   16,766          13,308
                                                                    --------        --------

OTHER LIABILITIES

    Long-term debt                                                         0           7,983 
                                                                                             
    Other long term liabilities                                          978           1,309 
                                                                    --------        -------- 
                                                                                             
              TOTAL OTHER LIABILITIES                                    978           9,292 
                                                                    --------        -------- 
TOTAL LIABILITIES                                                     17,743          22,600 
                                                                    --------        -------- 
                                                                                             

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.01 par value, 40,000,000 shares
    authorized, 10,398,243 and 9,419,973 shares
    outstanding                                                          104              94
    Preferred stock, $1 par value, 5,000,000 authorized,
    328,569 shares outstanding                                           328             328
    Additional paid-in capital                                        45,573          44,923
    Accumulated deficit                                              (51,385)        (52,400)
                                                                    --------        --------
         TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                         (5,380)         (7,055)
                                                                    --------        --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                            $ 12,363        $ 15,545
    (DEFICIT)                                                       ========        ========
</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 September 30,
                                                                 1997            1996
                                                               --------        --------
                                                                   (unaudited)
<S>                                                            <C>             <C>     
Net revenues                                                   $ 12,195        $ 13,094

Cost of revenues, primarily payroll and related costs             7,879          10,753
                                                               --------        --------

Gross Profit                                                      4,316           2,341

Operating Expenses:
     Selling, general and administrative expenses                 3,712           5,645
     Amortization and depreciation                                  360             472
     Merger Expenses                                                588
     Restructuring and Non-recurring Charges                        309           4,524
                                                               --------        --------
Total Operating Expenses                                          4,969          10,641

Income (loss) from continuing operations before interest                                
expense and income taxes                                           (653)         (8,300)

Interest Expense                                                    210             292
                                                               --------        --------

Income (loss) from continuing operations before income                                  
taxes                                                              (863)         (8,592)

Provision for State Income Taxes                                     37              29
                                                               --------        --------

Income (loss) from continuing operations                           (900)         (8,621)

Discontinued Operations:
Income (loss) from discontinued operations                            0          (1,573)
Loss on sale of IV therapy business                                   0         (12,879)
                                                               --------        --------

Net income (loss)                                              $   (900)       $(23,073)
                                                               ========        ========

Primary income (loss) per share:
     Income (loss) from continuing operations                  $  (0.08)       $  (0.95)
     Income (loss) from discontinued operations:
          Income (loss) from operations                              --           (0.17)
          Loss on disposal of IV therapy business                    --           (1.42)
                                                               --------        --------
Net Income (loss) per share, primary                           $  (0.08)       $  (2.54)
                                                               ========        ========






Weighted average common shares outstanding
     Primary                                                     11,853           9,066
                                                               ========        ========
</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>
                                                                   Nine Months Ended September 30,
                                                                         1997            1996
                                                                       --------        --------
                                                                            (unaudited)
<S>                                                                    <C>             <C>     
Net revenues                                                           $ 39,924        $ 40,902

Cost of revenues, primarily payroll and related costs                    24,593          28,869
                                                                       --------        --------

Gross Profit                                                             15,331          12,033

Operating Expenses:
     Selling, general and administrative expenses                        11,539          14,976
     Amortization and depreciation                                        1,089           1,498
     Merger Expenses                                                        588
     Restructuring and Non-recurring Charges                                309           4,524
                                                                       --------        --------
Total Operating Expenses                                                 13,525          20,998

Income (loss) from continuing operations before interest expense                                
and income taxes                                                          1,806          (8,965)
Interest Expense                                                            678             854
                                                                       --------        --------

Income (Loss) from continuing operations before income taxes              1,128          (9,819)

Provision for State Income Taxes                                            113              86
                                                                       --------        --------

Income (loss) from continuing operations                                  1,016          (9,905)

Discontinued Operations:
Income (loss) from discontinued operations                                    0          (1,464)
Loss on sale of IV therapy business                                           0         (12,879)
                                                                       --------        --------

Net income (loss)                                                      $  1,016        $(22,784)
                                                                       ========        ========

Primary income (loss) per share:
     Income (Loss) from continuing operations                          $   0.09        $  (1.12)

     Income (loss) from discontinued operations:
          Income (loss) from operations                                      --           (0.17)
                                                                                                
          Loss on disposal of IV therapy business                            --           (1.47)
                                                                       --------        --------
Net Income (Loss ) per share, primary                                  $   0.09        $  (2.76)
                                                                       ========        ========

Fully diluted income (loss) per share:*
     Income (Loss) from continuing operations                          $   0.05
     Income (loss) from discontinued operations                              --
                                                                       --------
Net Income (Loss ) per share, fully diluted                            $   0.05
                                                                       ========

Weighted average common shares outstanding:
     Primary                                                             11,563           8,773
                                                                       ========        ========
     Fully Diluted*                                                      18,912
                                                                       ========
</TABLE>


* Fully diluted earnings per share for the nine months ended September 30, 1996
is not computed as the effect of common stock equivalents on a net loss is
anti-dilutive.

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>
                                                                                      Nine months ended September 30,
                                                                                  --------------------------------------
                                                                                        1997            1996
                                                                                      ---------       ---------
                                                                                                (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                   <C>             <C>      
    Net income (loss)                                                                 $  1,016        $(24,248)

    Adjustments to reconcile net income (loss) to net cash provided by (used in)
                operating activities:
        Loss on sale of IV therapy business                                                             12,879
        Depreciation and amortization                                                    1,089           2,457
        Provision for bad debts                                                            351           1,016
        Non-cash charges                                                                   408             133
    Changes in operating assets and liabilities:
        Decrease in accounts receivable                                                    491           2,326
        (Increase) Decrease in other current assets                                        (58)            480
        (Increase) in receivable from IV sale                                                           (2,000)
        Decrease / (increase) in other assets                                             (527)            274
        (Decrease) increase in accrued payroll and related costs                            29             172
        Increase (Decrease) in accounts payable and accrued expenses                    (2,301)          3,532
        Increase (Decrease) in reserve for restructuring and other non-recurring 
          charges                                                                         (684)          3,837
        Decrease in other liabilities                                                     (331)             --
                                                                                      --------        --------
        Net cash (used in) provided by operating activities                               (517)            858
                                                                                      --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES
        Proceeds from the sale of property and equipment                                   192
        (Purchase) disposal of property and equipment, net                                (132)             --
                                                                                      --------        --------
        Net cash provided by investing activities                                           60              --
                                                                                      --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES
        Payments on long-term debt                                                        (176)           (723)
                                                                                      --------        -------- 
        Net cash used in financing activities                                             (176)           (723)
                                                                                      --------        -------- 
        Net (decrease) increase in cash and cash equivalents                              (633)            135
        Cash and cash equivalents, beginning of period                                     647             225
                                                                                      --------        --------
        Cash and cash equivalents, end of period                                      $     13        $    360
                                                                                      ========        ========
        Cash paid during the period for:
               Income taxes                                                           $    113        $     --
                                                                                      ========        ========
               Interest                                                               $    678        $    854
                                                                                      ========        ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                      -6-
<PAGE>   7
                            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
       September 30, 1997 and the results of its operations and its cash flows
       for the three months and nine months ended September 30, 1997 and 1996,
       and its cash flows for the nine months ended September 30, 1997. 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, 1996.

       The results of operations for the three and nine month periods ended
       September 30, 1997 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 changes to certain rates. The Company
       records such changes when they are notified by the payor or the amount is
       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        -   Discontinued Operations

       On October 31, 1996, the Company completed the sale of certain assets
       (not including accounts receivable) of its IV therapy business for
       approximately $2,000,000 in cash. The sale had an effective date of
       October 1, 1996. The accompanying consolidated financial statements of
       operations for the three and nine month periods ended September 30, 1997
       and 1996 present the results of operations of the IV therapy business as
       a discontinued operation. As a result of the sale, the Company recorded a
       loss on disposal of the IV therapy business of $12,879,000 in the quarter
       ended September 30, 1996. Such loss on sale included (1) a write-off of
       $11,577,000 of goodwill and other intangible assets, (2) additional
       provisions for losses on accounts receivable of $1,678,000, and (3)
       $1,624,000 related to a charge for severance and other anticipated costs
       during the phase out period net of (4) the net cash proceeds of the sale
       of approximately $2,000,000.

The loss from operations of the IV therapy business was $1,573,000 for the three
months ended September 30, 1996, and $1,464,000 for the nine month periods ended
September 30, 1996. As a result of net operating loss tax credit carryforwards,
no income tax benefits have been recognized for the discontinued operations. The
balance sheets at September 30, 1997 and December 31, 1996 include approximately
$150,000 and $2,000,000, respectively, of net accounts receivable 

                                      -7-
<PAGE>   8
related to the assets of the IV therapy business which was sold.


Note 4   -    Stockholders' Equity

       During the quarter ended September 30, 1997, the Company issued 147,916
       shares of Common Stock as dividends on the Company's $35.00 6%
       Convertible Preferred Stock (the "Preferred Stock"). Additionally, the
       Company issued 222,500 shares of Common Stock in connection with
       extensions of the contracts with certain management consultants, and
       14,580 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. The impact of these issuances of shares was to increase
       Stockholders' Equity by $281,214.

       On March 25, 1997, the Company issued Warrants for an aggregate of
       913,000 shares of Common Stock exercisable at $1.59 per share to its
       lenders. The foregoing securities are restricted securities within the
       definition of Rule 144.

       Pursuant to certain contractual obligations, the Company filed a
       registration statement in April, 1997 in order to register approximately
       14 million shares of Common Stock for resale, and plans to keep such
       registration statement effective for a minimum of three years.
       Additionally, the Company filed a registration statement covering 2.5
       million shares under the Company's 1995 Stock Option/Stock Issuance Plan.
       Both registration statements became effective during July, 1997.

Note 5   -    Commitments and Contingencies

       Medicare revenues are based in part on cost reimbursement principles and
       are subject to audit and retroactive adjustment by the respective
       third-party fiscal intermediaries. Included in accrued expenses at
       September 30, 1997 and at December 31, 1996 was approximately $0.8 and
       $1.0 million, respectively, which is an estimate of what is to be paid
       upon finalization of certain cost reports. In the opinion of management,
       additional other retroactive adjustments, if any, are not expected to be
       material to the consolidated financial statements of the Company.

Note 6   -    Announced Merger of the Company

       On September 26, 1997, the Company entered into an Agreement and Plan of
       Merger (Merger) with Home Health Corporation of America, Inc. (HHCA).
       Under the terms of the agreement the Company's common and preferred
       shareholders will receive an aggregate between 2.6 and 2.8 million shares
       of HHCA's common stock. The number of shares to be received is based upon
       the market price of HHCA's common stock prior to the shareholders meeting
       called to approve the merger. During the third quarter 1997 the Company
       incurred and expensed $588,000 of costs related to legal, accounting,
       investment banking and other miscellaneous merger costs. The companies
       filed preliminary proxy material with the Securities and Exchange
       Commission on November 7, 1997 in anticipation of a shareholders meeting
       which have not yet been scheduled. The closing of the merger, which is
       subject to SEC review and shareholder approval, is expected to occur
       early next year. 

Note 7   -    Debt and Accounts Receivable Securitization

                                      -8-
<PAGE>   9
       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 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 $10.0 million. The net proceeds from the sale of
       accounts receivable through the Securitization Program at September 30,
       1997 and December 31, 1996 were $6.2 million and $7.5 million,
       respectively.

       The Company's Revolving Line of Credit ("RLOC") and the Company's
       subordinated credit facility expire during January, 1998. Because these
       facilities expire in less than a year, all such outstanding debt has been
       classified as current liabilities at September 30, 1997. The
       Securitization Program also expires during January, 1998.


Note 8 - Presentation of Prior Year Information

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


Note 9 - Restructuring Charges

       During the third quarter of 1996, the Company's Board of Directors made
       decisions to restructure the operations of the Company and restore its
       focus on core home nursing operations. These decisions included the sale
       of the Company's IV therapy business discussed in Note 3. Additional
       actions included the retention of two individual turnaround specialists,
       implementation of plans to reorganize its home nursing operations in a
       more cost effective manner, a reduction in both corporate management and
       non-management expenses and consolidation of certain offices.

       As a result of these decisions, the Company recorded a restructuring
       charge of $4,524,000 at September 30, 1996 which was comprised of:
       severance of $1,000,000, turnaround specialists $1,898,000, and other
       reorganization costs of $1,626,000 (including asset write-offs and lease
       costs). The reserve for compensation for the turnaround specialists
       includes a monthly cash retainer aggregating $428,000 through September
       1997 and performance based equity incentives valued at approximately
       $1,470,000.

       The Company granted options to purchase an aggregate of 1,730,000 shares
       of common stock as performance based equity incentives under its Stock
       Issuance Program to the turnaround specialists for $.15 per share. The
       turnaround consultants exercised their options on October 6, 1997,
       accordingly, during the fourth quarter of 1997, $1,470,000 included in
       the reserve for restructuring and non-recurring charges will be credited
       to equity. The remaining reserve

                                      -9-
<PAGE>   10
       balance of $311,000 relates primarily to remaining severance and
       abandoned lease obligations that will be paid through 1998.


Note 10 -     New Accounting Pronouncements

       Statement of Financial Accounting Standards No. 128 ("SFAS 128") was
       issued in February, 1997 and is effective for financial statements issued
       after December 15, 1997. The statement establishes new standards for
       computing and presenting earnings per share ("EPS") and will require
       restatement of prior years' information. This statement simplifies the
       standards for computing EPS previously found in APB Opinion 15. It
       replaces the presentation of primary and fully diluted EPS with a
       presentation of basic EPS and diluted EPS, requires a dual presentation
       on the face of the financial statements, and requires a reconciliation of
       basic EPS to diluted EPS. Had SFAS No. 128 been effective for the three
       months ended September 30, 1997, EPS would have been $ .09 for basic and
       $ .09 for diluted. Had SFAS No. 128 been effective for the nine months
       ended September 30, 1997, EPS would have been $ .10 for basic and $ .05
       for diluted.

       In June, 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
       Income", which requires that changes in comprehensive income be shown in
       a financial statement that is displayed with the same prominence as other
       financial statements. This statement is effective for periods beginning
       after December 15, 1997. Management is currently evaluating the effects
       of this change on the Company's financial statements.

       In June, 1997, the FASB issued SFAS No. 131, "Disclosures About Segments
       of an Enterprise and Related Information", which changes the way public
       companies report information about segments. This statement is effective
       for financial statements for periods beginning after December 15, 1997.
       Management is currently evaluating the effects of this change on the
       Company's financial statements.



                                      -10-
<PAGE>   11
                            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 September 30, 1997
Compared With Three Months Ended September 30, 1996

         Net revenues for the three month period ended September 30, 1997 were
$12,195,000 compared to $13,094,000 for the same quarter in 1996.

         Cost of revenues as a percentage of net revenues was 64.6% for the
third quarter of 1997, compared with 82.1% in the third quarter of 1996. The
decrease in cost of revenues is primarily due to the Company's restructuring of
its nursing services operations which was completed during the fourth quarter of
1996. The resulting gross profits were $4,316,000 and $2,341,000, or 35.4% and
17.9%, for the quarters ended September 30, 1997 and 1996, respectively.

         Selling, general and administrative expenses were $3,712,000 in the
third quarter of 1997 as compared to $5,645,000 in the third quarter of 1996.
The decrease reflects the cost reductions which were implemented as part of the
Company's restructuring program during the fourth quarter of 1996. Most of the
reduction was in Corporate administrative expenses.

         Net interest expense was $210,000 for the third quarter of 1997
compared to $292,000 for third quarter 1996. The decrease resulted from
reduction in borrowed funds.

         Amortization and depreciation were $360,000 for the third quarter of
1997 as compared to $472,000 for the third quarter of 1996, reflecting the fact
that a portion of the Company's property and equipment has now been fully
depreciated.

         During the third quarter of 1996, the Company discontinued its Infusion
Therapy (IV Therapy) business. Loss from discontinued operations amounted to
$14,452,000 for the quarter ended September 30, 1996.

         The Company's utilization of its net operating loss carryforwards
offset its Federal tax liability. The income taxes noted relate to state tax
obligations.

                                      -11-
<PAGE>   12
In addition to the above, the Company recognized two non-recurring expenses that
had a significant effect on the quarterly results. The first of these is the
recognition of $309,000 as additional non-recurring expenses related to the
extension of turnaround consulting contracts. The other non-recurring item was
$588,000 of expenses related to the Merger, comprised of professional fees
payable to accountants, lawyers, and investment bankers.

         As a result of the foregoing, for the three months ended September 30,
1997, the Company had a net loss of $900,000 compared to a net loss of
$23,073,000 for the corresponding quarter in 1996.

Nine Months Ended September 30, 1997
Compared With Nine Months Ended September 30, 1996

         Net revenues for the nine month period ended September 30, 1997 were
$39,924,000 compared to $40,902,000 for the first three quarters of 1996.

         Cost of revenues as a percentage of net revenues was 61.6% for the
first three quarters of 1997, compared with 70.1% in the first three quarters of
1996. The decrease in cost of revenues is primarily due to the Company's
restructuring of its nursing services operations which was completed during the
fourth quarter of 1996. The resulting gross profits were $15,331,000 and
$12,033,000, or 38.4% and 29.4%, for the quarters ended September 30, 1997 and
1996, respectively.

         Selling, general and administrative expenses were $11,539,000 in the
first three quarters of 1997 as compared to $14,976,000 in the first three
quarters of 1996. The decrease reflects the cost reductions which were
implemented as part of the Company's restructuring program during the fourth
quarter of 1996. Most of the reduction was in Corporate administrative expenses.

         Net interest expense was $678,000 for the first three quarters of 1997
compared to $854,000 for first three quarters 1996. The decrease resulted from
reduction in borrowed funds.

         Amortization and depreciation were $1,089,000 for the first three
quarters of 1997 as compared to $1,498,000 for the first three quarters of 1996,
reflecting the fact that a portion of the Company's property and equipment has
now been fully depreciated.

         During the third quarter of 1996, the Company discontinued its Infusion
Therapy (IV Therapy) business. Loss from discontinued operations amounted to
$14,343,000 for the nine months ended September 30, 1996.

         The Company's utilization of its net operating loss carryforwards
offset its Federal tax liability. The income taxes noted relate to state tax
obligations.

In addition to the above, the Company recognized two non-recurring expenses that
had a significant effect on the nine month results. The first of these is the
recognition of $309,000 as additional non-recurring expenses related to the
extension of turnaround consulting contracts. The other non-recurring item was
$588,000 of expenses related to the Merger, comprised of professional fees
payable to accountants, lawyers, and investment bankers.

                                      -12-
<PAGE>   13
         As a result of the foregoing, for the nine months ended September 30,
1997, the Company had net income of $1,016,000 compared to a net loss of
$24,248,000 for the corresponding quarter in 1996.


FINANCIAL CONDITION

         As of September 30, 1997, the Company's cash and cash equivalents
totaled $13,000 compared to $647,000 at December 31, 1996. Undrawn funds
available from the Company's Revolving Line of Credit was approximately $281,000
at September 30, 1997.

         Accounts receivable managed by the Company, net of allowances and
including accounts receivable that are securitized, declined $2,089,000 to
$13,294,000 at September 30, 1997 from $15,389,000 at December 31, 1996.
Receivables from core nursing operations, net of allowances and including
accounts that are securitized were $13,145,000 and $13,297,000, at September 30,
1997 and December 31, 1996, respectively. IV receivables, net of allowances and
including accounts that are securitized were $148,000 and $2,092,000 at
September 30, 1997 and December 31, 1996, respectively.

         The Company believes that its existing credit facilities, together with
cash generated from operations, will be sufficient to fund the Company's
operations and debt obligations through 1997. The Company is currently seeking
to extend its existing credit facilities to ensure sufficient funding of the
Company's operations through the time of the anticipated Merger closing. In the
event the Merger does not close, the Company will seek alternative financing.

FACTORS AFFECTING THE COMPANY'S BUSINESS

         The Company's future business, financial condition and results of
operations are dependent on the Company's ability to successfully provide home
health care services to its customers and to successfully collect for such
services. Inherent in this process are a number of risks that the Company must
carefully manage in order to be successful. Some of these risks are: 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; the need to refinance or extend the Company's existing
credit facilities, including the Securitization Program, which are scheduled to
mature in January 1998; complying with the financial covenants in the Company's
revolving line of credit, subordinated credit facility and Securitization
Program; obtaining sufficient cash flow from operations to meet its debt service
and pay vendors on a timely basis; 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; maintaining adequate liability insurance; and lack of
liquidity in the market for the Company's common stock and the potential
volatility of the price of the Company's common stock. The failure to manage
such risks successfully could have a material adverse effect on the Company's
business, financial condition and results of operations.

                                      -13-
<PAGE>   14
NEW ACCOUNTING PRONOUNCEMENTS

       Statement of Financial Accounting Standards No. 128 ("SFAS 128") was
       issued in February, 1997 and is effective for financial statements issued
       after December 15, 1997. The statement establishes new standards for
       computing and presenting earnings per share ("EPS") and will require
       restatement of prior years' information. This statement simplifies the
       standards for computing EPS previously found in APB Opinion 15. It
       replaces the presentation of primary and fully diluted EPS with a
       presentation of basic EPS and diluted EPS, requires a dual presentation
       on the face of the financial statements, and requires a reconciliation of
       basic EPS to diluted EPS. Had SFAS No. 128 been effective for the three
       months ended September 30, 1997, EPS would have been $ .09 for basic and
       $ .09 for diluted. Had SFAS No. 128 been effective for the nine months
       ended September 30, 1997, EPS would have been $ .10 for basic and $ .05
       for diluted.

       In June, 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
       Income", which requires that changes in comprehensive income be shown in
       a financial statement that is displayed with the same prominence as other
       financial statements. This statement is effective for periods beginning
       after December 15, 1997. Management is currently evaluating the effects
       of this change on the Company's financial statements.

       In June, 1997, the FASB issued SFAS No. 131, "Disclosures About Segments
       of an Enterprise and Related Information", which changes the way public
       companies report information about segments. This statement is effective
       for financial statements for periods beginning after December 15, 1997.
       Management is currently evaluating the effects of this change on the
       Company's financial statements.



                                      -14-
<PAGE>   15
                           U.S. HOMECARE CORPORATION


Part II - Other Information


Item 6.       Exhibits and Reports on Form 8-K

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

                           1.       Calculation of earnings/(loss) per share -
                                    Three months and nine months ended September
                                    30, 1997 and 1996

                  B.       Reports on Form 8-K

                           1.       A Reports on Form 8-K was filed on October
                                    6, 1997 related to the Agreement and Plan of
                                    Merger with Home Health Corporation of
                                    America, Inc.



                                      -15-
<PAGE>   16
EXHIBIT 1

                            U.S. HOMECARE CORPORATION
                                   CALCULATION
                          OF EARNINGS (LOSS) PER SHARE
                (In thousands, except for per common share data)

<TABLE>
<CAPTION>
                                                               Quarter ended    Quarter ended
                                                               Sept. 30, 1997   Sept. 30, 1997
                                                                  --------        --------
<S>                                                            <C>              <C>
Computation of weighted average number of
common and equivalent shares outstanding:

Primary -
Weighted number of shares outstanding                               10,219           9,066
Dilutive effect of stock options                                     1,634               0
                                                                  --------        --------
Weighted average number of common and                                                     
equivalent shares                                                   11,853           9,066
                                                                  ========        ========
Income / (loss) from continuing operations                        $   (900)       $ (8,621)
Discontinued Operations:
     Loss from operations per common share -                             0          (1,573)
     Loss from sale of IV business per common share                      0         (12,879)
                                                                  --------        --------
Net income / (loss)                                               $   (900)       $(23,073)
                                                                  ========        ========

Income / (loss) from continuing operations per common share       $  (0.08)       $  (0.95)
Discontinued Operations:
     Loss from operations per common share -                                         (0.17)
     Loss from sale of IV business per common share                      0           (1.42)
                                                                  --------        --------
Net income / (loss) per common share                              $  (0.08)       $  (2.54)
                                                                  ========        ========
</TABLE>



                                      -16-
<PAGE>   17
                            U.S. HOMECARE CORPORATION
                                   CALCULATION
                          OF EARNINGS (LOSS) PER SHARE
                (In thousands, except for per common share data)

<TABLE>
<CAPTION>
                                                               Nine months ended    Nine months ended
                                                                Sept. 30, 1997       Sept. 30, 1997
                                                                  --------              -------- 
<S>                                                            <C>                  <C>      
Computation of weighted average number of
common and equivalent shares outstanding:

Primary -
Weighted number of shares outstanding                                9,941                 8,733
Dilutive effect of stock options                                     1,622                  0
                                                                  --------              -------- 
Weighted average number of common and equivalent shares             11,563                 8,733
                                                                  ========              ========

Income / (loss) from continuing operations                        $  1,016              ($ 9,905)
Discontinued Operations:
     Loss from operations per common share -                             0                (1,464)
     Loss from sale of IV business per common share                      0               (12,879)
                                                                  --------              -------- 
Net income / (loss)                                               $  1,016              ($24,248)
                                                                  ========              ========

Income / (loss) from continuing operations per common share       $   0.09              ($  1.12)
Discontinued Operations:
     Loss from operations per common share -                            --                 (0.17)
     Loss from sale of IV business per common share                      0                 (1.47)
                                                                  --------              -------- 
Net income / (loss) per common share                              $   0.09              ($  2.76)
                                                                  ========              ========

Fully diluted - *
Weighted average number of shares outstanding                        9,941
Dilutive effect of stock options                                     1,819
Conversion of $35.00 Preferred Stock                                 7,152
                                                                  --------
Weighted average number of common and equivalent shares             18,912
                                                                  ========

Net income (loss) per common share                                $   0.05
                                                                  ========
</TABLE>

*        Fully diluted earnings per share for the nine months ended September
         30, 1996 is not computed as the effect of common stock equivalents on a
         net loss is anti-dilutive.


                                      -17-
<PAGE>   18
                            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


        November 14, 1997                          /s/ Jay C. Huffard
---------------------------                -----------------------------------
Date                                       President and Chief Executive Officer
                                           (Principal Executive Officer)



        November 14, 1997                         /s/ Clifford G. Johnson
---------------------------                -----------------------------------
 Date                                      Vice President Finance and
                                           Administration and Chief
                                           Financial Officer
                                           (Principal Financial Officer)


                                      -18-