UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

(Mark One)

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended           September 30, 1997
                                        ---------------------------------------

                                       OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from                   to
                                        ------------------   ------------------


                         Commission file number 01-14358
                                                --------

                       Harborside Healthcare Corporation
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             (Exact name of registrant as specified in its charter)


          Delaware                                      04-3307188
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(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

    470 Atlantic Avenue, Boston, Massachusetts             02210
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   (Address of principal executive offices)             (Zip Code)

                                 (617) 556-1515
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              (Registrant's telephone number, 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    No  X
                                      ---    ---

Number of shares of common stock, par value $0.01 per share, outstanding as of
June 24, 1998: 8,011,164.

<PAGE>

Part II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)     Exhibits

                 Number            Description

                 10.1*             First Amendment to Revolving Credit
                                   Agreement among Harborside Healthcare
                                   Corporation and the other Borrowers
                                   specified therein, the Lenders party thereto
                                   and Chase Manhattan Bank, as Administrative
                                   Agent, dated as of August 1, 1997

                 10.2*             Second Amendment to Revolving Credit
                                   Agreement among Harborside Healthcare
                                   Corporation and the other Borrowers
                                   specified therein, the Lenders party thereto
                                   and Chase Manhattan Bank, as Administrative
                                   Agent, dated as of August 28, 1997.

                 23.1**            Consent of Landa & Altsher

                 27.1*             Financial Data Schedule

                 99.1***           Financial Statements of Cushman Management 
                                   Associates and Affiliates


                 *   Previously filed.
                 **  Filed herewith.
                 *** Replaces previously filed exhibit.

         (b)     Reports on Form 8-K

                 None.

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<PAGE>

                                   SIGNATURES


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



                        Harborside Healthcare Corporation


                        By: /s/ Stephen L. Guillard
                            -----------------------
                            Stephen L. Guillard
                            Chairman, President and Chief Executive Officer

                        By: /s/ William H. Stephan
                            ----------------------
                            William H. Stephan
                            Senior Vice President and Chief Financial Officer

DATE: June 25, 1998

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