<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, 1998       Commission File #0-19240

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




New York                                              13-2853680
-------------------------------           -----------------------------------
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification Number)


Two Hartford Square West
Suite 300
Hartford, Connecticut                                   06106
-------------------------------           -----------------------------------
(Address of principal executive office)               (Zip Code)



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


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

            Number of Shares of Registrant's Common Stock Outstanding
                         September 30, 1998: 13,098,497
<PAGE>   2
                            U.S. HOMECARE CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
                                                                     Page Number
                                                                     -----------
<S>                                                                  <C>
Part I  -   Financial Information

  Item 1    Consolidated Balance Sheets as of
            September 30, 1998 and December 31, 1997                      3

            Consolidated Statements of Operations
            for the three months ended September 30, 1998
            and 1997.                                                     4

            Consolidated Statements of Operations
            for the nine months ended September 30, 1998
            and 1997.                                                     5

            Consolidated Statements of Cash Flows
            for the nine months ended September 30, 1998 and 1997.        6

            Notes to Unaudited Consolidated
            Financial Statements.                                       7 - 9

  Item 2    Management's Discussion and Analysis
            of Financial Condition and Results of Operations.          10 - 13

  Item 3    Market Risk Disclosure                                       14


Part II  -  Other Information

  Item 1    Legal Proceedings                                            14

  Item 2    Changes in Securities and Use of Proceeds                    14

  Item 3    Defaults Upon Senior Securities                              14

  Item 4    Other Information                                            14

  Item 5    Exhibits & Reports on Form 8-K                               15

            Signatures                                                   16
</TABLE>
<PAGE>   3
                   U.S. HOMECARE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                                           September 30,         December 31,
                                                                               1998                 1997
                                                                             --------             --------
                                                                            (unaudited)          (audited)
<S>                                                                        <C>                  <C>
ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                                $    127             $    313
    Accounts receivable, net of allowance
         For doubtful accounts of $475 and $581                                 5,145                5,147
    Other current assets                                                          889                1,339

                                                                             --------             --------
               TOTAL CURRENT ASSETS                                             6,161                6,799
                                                                             --------             --------

PROPERTY AND EQUIPMENT, net                                                       662                  841
                                                                             --------             --------

OTHER ASSETS
    Excess cost over net assets acquired, net
        of accumulated amortization of $799 and $736                            1,435                1,497
    Intangible assets, net of accumulated
       Amortization of $5,716 and $5,502                                          271                  485
    Other                                                                         825                  756
                                                                             --------             --------
              TOTAL OTHER ASSETS                                                2,531                2,738
                                                                             --------             --------
TOTAL ASSETS                                                                 $  9,354             $ 10,378
                                                                             ========             ========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
    Current maturities of long-term debt                                     $  8,363             $   --
    Accounts payable                                                            4,317                2,528
    Accrued expenses                                                            2,651                2,961
    Accrued payroll and related costs                                           1,568                1,655
                                                                             --------             --------
              TOTAL CURRENT LIABILITIES                                        16,899                7,144
                                                                             --------             --------

OTHER LIABILITIES
    Long-term debt                                                               --                  7,577
    Other long-term liabilities                                                 1,745                2,128
                                                                             --------             --------
              TOTAL OTHER LIABILITIES                                           1,745                9,705
                                                                             --------             --------
TOTAL LIABILITIES                                                              18,644               16,849
                                                                             --------             --------

STOCKHOLDERS' DEFICIT
    Common stock, $0.01 par value,  40,000,000 shares authorized,                 131                  121
     13,098,497 and 12,130,353 shares outstanding
    Preferred stock, $1 par value, 5,000,000 authorized, 328,569                  328                  328
     shares outstanding
    Additional paid-in capital                                                 47,139               47,077
    Accumulated deficit                                                       (56,888)             (53,997)
                                                                             --------             --------
              TOTAL STOCKHOLDERS' DEFICIT                                      (9,290)              (6,471)
                                                                             --------             --------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                                    $  9,354             $ 10,378
                                                                             ========             ========
</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,
                                                                1998                 1997
                                                              --------             --------
                                                                       (unaudited)
<S>                                                           <C>                  <C>
Net revenues                                                  $ 11,239             $ 12,195
Cost of revenues, primarily
    payroll and related costs                                    7,918                7,879
                                                              --------             --------

Gross profit                                                     3,321                4,316

Operating expenses:
     Selling, general and administrative expenses                4,675                4,609
     Amortization and depreciation                                 327                  360
                                                              --------             --------
Total operating expenses                                         5,002                4,969

Loss before interest expense and income taxes                   (1,681)                (653)

Interest expense                                                   246                  210
                                                              --------             --------
Loss before income taxes                                        (1,927)                (863)

Provision for state income taxes                                    38                   37
                                                              --------             --------
Net Loss                                                        (1,965)                (900)

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

Net Loss applicable to common shareholders                    $ (2,137)            $ (1,072)
                                                              ========             ========

Net Loss per share:

    Basic                                                     $  (0.17)            $  (0.10)
                                                              ========             ========
    Diluted                                                   $  (0.17)            $  (0.10)
                                                              ========             ========
Weighted average common shares outstanding:
    Basic                                                       12,812               10,219
        Dilutive effect of stock options                            --                   --

        Conversion of preferred shares                              --                   --
                                                              ========             ========
    Diluted                                                     12,812               10,219
                                                              ========             ========
</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,
                                                                    1998                 1997
                                                                  --------             --------
                                                                           (unaudited)
<S>                                                              <C>                  <C>
Net revenues                                                      $ 35,938             $ 39,924
Cost of revenues, primarily
    payroll and related costs                                       24,225               24,593
                                                                  --------             --------

Gross profit                                                        11,713               15,331

Operating expenses:
     Selling, general and administrative expenses                   12,644               12,436
     Amortization and depreciation                                   1,142                1,089
                                                                  --------             --------
Total operating expenses                                            13,786               13,525

Income (Loss) before interest expense and income taxes              (2,073)               1,806

Interest expense                                                       705                  678
                                                                  --------             --------

(Loss) Income before income taxes                                   (2,778)               1,128

Provision for state income taxes                                       113                  113
                                                                  --------             --------

Net (Loss) income                                                   (2,891)               1,015

Dividends on preferred stock, paid in common stock                     517                  517
                                                                  --------             --------

Net (Loss) income applicable to common shareholders               $ (3,408)            $    498
                                                                  ========             ========

Net (Loss) Income per share:



    Basic                                                         $  (0.27)            $   0.05
                                                                  ========             ========
    Diluted                                                       $  (0.27)            $   0.05
                                                                  ========             ========

Weighted average common shares outstanding:
    Basic                                                           12,619                9,941
        Dilutive effect of stock options                              --                  1,819
        Conversion of preferred shares                                --                  7,152
                                                                  ========             ========
    Diluted                                                         12,619               18,912
                                                                  ========             ========
</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>
                                                                             Nine months ended September 30,
                                                                             -------------------------------
                                                                                1998                1997
                                                                              -------             -------
                                                                                     (unaudited)
<S>                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net (loss) income                                                          $(2,891)            $ 1,016

    Adjustments to reconcile net income to
              net cash provided by (used in) operating activities:
     Depreciation and amortization                                              1,142               1,089
     Provision for bad debts                                                      319                 351
     Non-cash charges                                                              71                 408
   Changes in operating assets and liabilities:
     Decrease/(increase) in accounts receivable                                  (317)                491  
     Decrease/(increase) in other current assets                                  450                 (58)
     Increase in other assets                                                    (575)               (527)
     (Decrease)/increase in accrued payroll and related costs                     (87)                 29
     (Decrease)/increase in accounts payable and accrued expenses               1,479              (2,985)
     Decrease in other liabilities                                               (383)               (331)
                                                                              -------             -------
     Net cash provided by (used in) operating activities                         (792)               (517)
                                                                              -------             -------

CASH FLOWS FROM INVESTING ACTIVITIES

     Proceeds from disposition of property and equipment                            0                 192
     Purchase of property and equipment                                          (180)               (132)
                                                                              -------             -------
     Net cash (used in) provided by investing activities                         (180)                 60
                                                                              -------             -------

CASH FLOWS FROM FINANCING ACTIVITIES

     Increase (decrease) in bank financing                                        786                (176)
                                                                              -------             -------
     Net cash provided by (used in) financing activities                          786                (176)
                                                                              -------             -------

     Net decrease in cash and cash equivalents                                   (186)               (633)
     Cash and cash equivalents, beginning of period                               313                 647
                                                                              -------             -------

     Cash and cash equivalents, end of period                                 $   127             $    14
                                                                              =======             =======

CASH  PAID DURING THE PERIOD FOR:

     Income taxes                                                             $   208             $   113
                                                                              =======             =======
     Interest                                                                 $   659             $   678
                                                                              =======             =======
</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, 1998 and the results of its operations and its cash flows for
     the nine months ended September 30, 1998 and 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, 1997.

     The results of operations for the nine month period ended September 30,
     1998 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 September 30, 1998 and 1997, the Company issued
     311,743 and 147,916 shares, respectively, of Common Stock as dividends on
     the Company's $35.00, 6% Convertible Preferred Stock (the "Preferred
     Stock"), and 60,925 and 14,580 shares, respectively, 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. For the nine months ended
     September 30, 1998, the Company issued 869,404 shares of Common Stock as
     dividends on the Company's Preferred Stock and of 98,740 shares of Common
     Stock to Directors in lieu of cash fees under the Director Stock Fee
     Program.


                                      -7-
<PAGE>   8
Note 4   -  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 accounts payable at
     September 30, 1998 and at December 31, 1997 was approximately $1.6 and $0.6
     million, respectively, which are estimates of what is to be paid upon
     finalization of certain cost reports. In the opinion of management,
     additional retroactive adjustments, if any, are not expected to be material
     to the consolidated financial statements of the Company.

Note 5   -  Debt and Accounts Receivable Securitization

     The Company's Receivables Purchase and Servicing Agreement (the
     "Securitization Program"), allows the Company to sell for cash an undivided
     percentage ownership interest in a designated pool of eligible receivables,
     as defined. The Company relies, in part, on this accounts receivable
     financing to fund working capital for current operations. The maximum
     amount of cash advances (based on eligible accounts receivable) allowed
     under the program is $9.3 million as of September 30, 1998. The net
     proceeds from the sale of accounts receivable through the Securitization
     Program at September 30, 1998 and December 31, 1997 were $6.7 million and
     $6.9 million, respectively. The Securitization Program expires during
     January 1999.

     The Company's Revolving Line of Credit ("RLOC") and the Company's
     subordinated credit facility also expire during January 1999. Because these
     facilities expire in less than a year, all such outstanding debt has been
     classified as current liabilities at September 30, 1998.

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


<TABLE>
<CAPTION>
                                                                  September 30,      December 31,
                                                                      1998               1997
                                                                    -------            -------
                                                                (in thousands)      (in thousands)
<S>                                                               <C>                <C>
      Total Accounts Receivable                                     $12,318            $12,667
      Provision for Bad Debt                                            475                581
                                                                    -------            -------
      Net Accounts Receivable                                       $11,843            $12,086
      Accounts Receivables Sold to Securitization                     6,698              6,939
                                                                    -------            -------
      Accounts Receivables, on the Balance Sheet                    $ 5,145            $ 5,147
                                                                    =======            =======

      Days Sales Outstanding (Total Accounts Receivable)                 94                 88
                                                                    =======            =======

      Total Bank Debt, on the Balance Sheet                         $ 8,363            $ 7,577
      Securitization Advances                                         6,698              6,939
                                                                    -------            -------
      Total Bank Financing                                          $15,061            $14,516
                                                                    =======            =======
</TABLE>


                                      -8-
<PAGE>   9
Note 6 - Presentation of Prior Year Information

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

Note 7 -    Net Income Per Share

     Net Income Per Share - As of December 31, 1997, the Company adopted
     Statement of Financial Accounting Standards No. 128 "Earnings Per Share"
     ("SFAS 128"). As a result, net income per share for the three months and
     nine months ended September 30, 1997 has been restated to conform with the
     provisions of SFAS 128. Basic net income per share is based on weighted
     average number of common shares outstanding. Convertible preferred stock,
     warrants, and stock options outstanding are used in the calculation of
     diluted earnings per share. For the quarters ended September 30, 1998 and
     1997, and for the nine months ended September 30, 1998, conversion of
     preferred stock has not been considered in the computation of diluted
     earnings per share because to do so would be anti-dilutive.


                                      -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.

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

Three Months Ended September 30, 1998
Compared With Three Months Ended September 30, 1997

   Net revenues reported for the three month period ended September 30, 1998
were $11,239,000 compared to $12,195,000 for the third quarter of 1997. The
decline is principally the result of a net charge to revenue of $611,000
resulting from revised estimates of Medicare payments for services rendered in
earlier periods (as discussed in Notes 2 and 4) and continued downward pressures
on rates and utilization by government payors.

   Cost of revenues as a percentage of net revenues was 70.5% for the third
quarter of 1998, compared with 64.6% in the third quarter of 1997. The increase
in cost of revenues is due primarily to above described revenue charges
resulting from adjustments of prior periods by payors and pressures on rates and
utilization. The resulting gross profits were $3,321,000 and $4,316,000, or
29.5% and 35.4%, for the quarters ended September 30, 1998 and 1997,
respectively. Excluding the impact of prior period payor adjustments, the gross
profit margin would have been 33.2% in the current quarter.

   Selling, general and administrative expenses were $4,675,000 in the third
quarter of 1998 as compared to $4,609,000 in the third quarter of 1997. Third
quarter 1998 expenses included $480,000 of accruals relating to revised
estimates of earlier period liabilities related to tax audits for 1989 to 1996,
retrospectively rated workers compensation for 1992 to 1996 and a recently
revised settlement with a vendor to the Company's discontinued home infusion
business. Selling, general and administrative expenses also include $188,000 of
securitization funding expenses for the three months ended September 30, 1998
and $194,000 for the three months ended September 30, 1997.

   Net interest expense was $246,000 for the third quarter of 1998 compared to
$210,000 for the third quarter of 1997. The increase resulted from an increase
in borrowed funds. Amortization and depreciation were $327,000 for the third
quarter of 1998 as compared to $360,000 for the third quarter of 1997.


                                      -10-
<PAGE>   11
   The Company's net operating losses eliminated any Federal income tax
liability. The income tax provision relates to state tax obligations.

   As a result of the foregoing, for the three months ended September 30, 1998,
the Company had net loss of $1,965,000 compared to a net loss of $900,000 for
the corresponding quarter in 1997.

 Nine Months Ended September 30, 1998
Compared With Nine Months Ended September 30, 1997

   Net revenues reported for the nine month period ended September 30, 1998 were
$35,938,000 compared to $39,924,000 for the first three quarters of 1997. The
decline is principally the result of the impact of continuing rate reductions by
government payors including a net charge to revenue of $724,000 resulting from
revised estimates of Medicare payments for services rendered in earlier periods.

   Cost of revenues as a percentage of net revenues was 67.4% for the first
three quarters of 1998, compared with 61.6% in the first three quarters of 1997.
The increase in cost of revenues is primarily due to rate reductions discussed
above. The resulting gross profits were $11,713,000 and $15,331,000 or 32.6% and
38.4%, for the nine months ended September 30, 1998 and 1997, respectively.
Excluding the impact of prior period payor adjustments, the gross profit margin
for the first nine months of 1998 would have been 33.9%.

   Selling, general and administrative expenses were $12,644,000 in the first
three quarters of 1998 as compared to $12,436,000 in the first three quarters of
1997. The net increase reflects the effect of $690,000 of revised estimates of
liabilities related to tax audits for 1989 to 1996, retrospectively rated
workers compensation for 1992 to 1996, and a recently revised settlement with a
vendor to the Company's discontinued home infusion business. Selling, general
and administrative expenses also include $562,000 of securitization funding
expenses for the nine months ended September 30, 1998 and $488,000 for the nine
months ended September 30, 1997.

   Net interest expense was $705,000 for the first three quarters of 1998 as
compared to $678,000 for the first three quarters of 1997. The increase resulted
from an increase in borrowed funds. Amortization and depreciation were
$1,142,000 for the first three quarters of 1998 as compared to $1,089,000 for
the first three quarters of 1997, primarily due to amortization of deferred
costs of refinancing the Company's credit facilities.

   The Company's net operating losses eliminated any Federal income tax
liability. The income taxes noted relate to state tax obligations.

   As a result of the foregoing, for the nine months ended September 30, 1998,
the Company had a net loss of $2,891,000 compared to net income of $1,015,000
for the corresponding nine months in 1997.


                                      -11-
<PAGE>   12
FINANCIAL CONDITION

   As of September 30, 1998, the Company's cash and cash equivalents totaled
$127,000 compared to $313,000 at December 31, 1997. Undrawn funds available from
the Company's Revolving Line of Credit was approximately $256,000 at September
30, 1998.

   The Company is not in compliance with the financial covenants of its
revolving credit agreement. Noncompliance with financial covenants gives the
banks the right to declare the amounts outstanding under the Company's credit
facilities immediately due and payable. The Company has obtained waivers from
its banks for this non-compliance.

   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 1998. Beyond 1998, the Company believes that it
will need to increase and extend or replace its existing credit facilities to
ensure sufficient funding of the Company's operations. The Company is currently
discussing with its current creditors and others such expanded and extended
financing. There can be no assurance that the Company will obtain such expanded
and extended financing. Failure to obtain such financing would have a material
adverse effect on the Company's business, financial condition and results of
operations.

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 1999; complying with the financial covenants in the Company's
revolving line of credit, subordinated credit facility and Securitization
Program; 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.


                                      -12-
<PAGE>   13
YEAR 2000 COMPLIANCE

   The Company has determined that it will need to modify, upgrade or replace
portions of its third party application and mainframe operating systems software
so that its computer systems will function properly with respect to dates in the
Year 2000 and beyond. The Company has been assured by its third party
application vendor that a year 2000 compliant version of the software will be
made available in 1999. The Company is currently in the process of selecting and
purchasing necessary upgrades to its mainframe operating software and expects to
be year 2000 compliant in this area by June 30, 1999. The Company also has
initiated discussions with its significant suppliers, large customers and
financial institutions to determine that those parties have appropriate plans to
remediate Year 2000 issues where their systems interface with the Company's
systems or otherwise impact its operations. The Company 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.


                                      -13-
<PAGE>   14
                            U.S. HOMECARE CORPORATION


Item 3.     Market Risk Disclosures

            None.



Part II - Other Information


Item 1.     Legal Proceedings

            None.


Item 2.     Changes in Securities and Use of Proceeds

            None.


Item 3.     Defaults Upon Senior Securities

            None.


Item 4.     Other Information

                  As disclosed in the Company's latest proxy statement, the
            deadline for submitting proposals to be considered for inclusion in
            the Company's Proxy Statement for the 1999 Annual Meeting is January
            8, 1999. In addition, pursuant to the Company's By-Laws, shareholder
            proposals intended for presentation at the 1999 Annual Meeting that
            are not intended to be considered for inclusion in the Company's
            Proxy Statement for the 1999 Annual Meeting must be received by the
            Secretary of the Company no earlier than March 23, 1999 and later
            than April 17, 1999.

                  Pursuant to recent amendments to Rule 14a-4(c)(1) under the
            Securities Exchange Act of 1934, as amended, the Company will have
            discretionary voting authority if a proponent does not notify the
            Company by March 27, 1999 of their intent to present a proposal from
            the floor at the 1999 Annual Meeting of Shareholders or of their
            intent to commence a proxy solicitation for the 1999 annual Meeting
            of Shareholders.


                                      -14-
<PAGE>   15
Item 5.     Exhibits and Reports on Form 8-K

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

                     None.

            B.    Reports on Form 8-K

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


                                      -15-
<PAGE>   16
                            U.S. HOMECARE CORPORATION

                                   SIGNATURES

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


                                    U.S. HomeCare Corporation


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



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


                                      -16-