FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

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

                For the Quarterly period ended September 30, 1996

                         Commission File number 333-3530
          
                            VISION HEALTH CARE, INC.
                 (Name of small business issuer in its charter)

                      Florida                           59-3356439
           (State or other jurisdiction              (I.R.S. Employer
                of incorporation or                Identification No.)
                   organization)

                   c/o Barrack & Liane, P.A.
                       100 W. Bay Street
                      Jacksonville, Florida                  32202    
           (Address of principal executive offices)        (Zip Code)  

                                 (904) 356-9431
                (Issuer's telephone number, including area code)


        Check whether the issuer (1) has filed all reports required to be
   filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
   the past 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    .

   (APPLICABLE ONLY TO CORPORATE ISSUERS)

        State the number of shares outstanding of each of the issuer's
   classes of common equity, as of November 12, 1996.  126,000

   <PAGE>
                            VISION HEALTH CARE, INC.

                                      INDEX

                                                                      Page 
   PART I.  Financial Information                                    Number


   Item 1.  Financial Statements . . . . . . . . . . . . . . . . . . . .  3

                  Balance Sheet as of September 30, 1996 . . . . . . . .  3

                  Notes to Balance Sheet . . . . . . . . . . . . . . . .  4

   Item 2.  Plan of Operation  . . . . . . . . . . . . . . . . . . . . .  5

   PART II. Other Information and Signatures

   Item 6.  Exhibits and Reports of Form 8-K . . . . . . . . . . . . . .  6

   <PAGE>

                         PART I.  FINANCIAL INFORMATION

   Item 1.   Financial Statements

                            VISION HEALTH CARE, INC.

                                  Balance Sheet

                               September 30, 1996
                                   (Unaudited)

                                     ASSETS

   CURRENT ASSETS

   Cash                                                             $28,825

   Due from Vision Care, Inc. (Note 2)                               73,404
                                                                    -------
        Total current assets                                        102,229


   OTHER ASSETS

   Organizational costs                                              15,134
                                                                    -------
          Total assets                                             $117,363
                                                                   ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

   CURRENT LIABILITIES

   Accounts payable                                                 $93,363
                                                                    -------
        Total liabilities                                            93,363
                                                                    -------
   STOCKHOLDERS' EQUITY

   Common stock, $0.01 par value, 1,000,000
     shares authorized, 126,000 shares issued
     and outstanding                                                  1,260

   Additional paid-in capital                                        22,740
                                                                    -------
        Total stockholders' equity                                   24,000
                                                                    -------
          Total liabilities and stockholders' equity               $117,363
                                                                   ========
                      See Notes to Unaudited Balance Sheet

   <PAGE>
                            VISION HEALTH CARE, INC.

                             NOTES TO BALANCE SHEET


                               September 30, 1996
                                   (Unaudited)



   NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        General - The Company was incorporated in May, 1995, under the laws
   of Florida and was organized for the purpose of continuing the
   administration of vision care plans currently being conducted by Vision
   Care, Inc., a not-for-profit corporation.  The Company's Registration
   Statement on Form S-1 was declared effective by the Securities and
   Exchange Commission on July 22, 1996, and the offering of the Company's
   common stock commenced. The Company intends to use the proceeds from the
   offering to acquire the assets of Vision Care, Inc. for $5 million and the
   assumption of certain liabilities.  The Company had no operations at
   September 30, 1996.

        Organizational Costs - Amortization will be provided using the
   straight-line method over five years.

   NOTE 2 - RELATED PARTY

        The Company has board members and stockholders, which are also board
   members of Vision Care, Inc. At September 30, 1996, Vision Care, Inc. owed
   the Company $73,404 for expenses incurred in connection with the Company's
   acquisition of Vision Care, Inc.'s assets.

   <PAGE>

   Item 2.   Plan of Operation

        The Company was formed in May 1995 as a for-profit Florida
   corporation for the purpose of purchasing substantially all of the assets
   of Vision Care, Inc. ("VCI"), a non-stock, not-for-profit, Florida
   corporation engaged in the management, administration and provision of
   pre-paid vision care service plans in Florida.  The Company and VCI
   entered into an Asset Purchase Agreement on March 21, 1996 (the "Asset
   Purchase Agreement") providing for the Company to acquire substantially
   all of VCI's assets for $5 million, adjusted by an amount equal to any
   increase or decrease in the net book value of VCI from December 31, 1995
   to the end of the last calendar month preceding the date of closing.  Had
   the closing occurred in October 1996, the purchase price would have been
   $5,964,053.  The closing of the acquisition is contingent upon the
   Company's sale of a sufficient number of shares of common stock (and the
   borrowing of the balance of any funds necessary) to fund the cash portion
   of the purchase price. 

        The Company currently is offering for sale up to 504,000 shares of
   its common stock pursuant to its Registration Statement on Form S-1, which
   was declared effective by the Securities and Exchange Commission on July
   22, 1996.  Funds received upon a subscription for shares pursuant to such
   offering are being held in an escrow account at Compass Bank, in
   Jacksonville, Florida, pending the sale of no fewer than 250,000 shares
   and the satisfaction of the other conditions to closing contained in the
   Asset Purchase Agreement. As of September 30, 1996, the Company had
   received subscriptions for 67,288 shares.  On October 31, 1996 the Company
   exercised its right to extend the escrow period to December 31, 1996.

        If the Company obtains subscriptions for at least 250,000 shares, but
   fewer than 504,000 shares, prior to termination of the offering, it
   intends to seek short-term financing to enable it to close the
   acquisition. The loan, which would be fully secured by a certificate of
   deposit owned by VCI, would be repaid from the proceeds of the sale of
   additional shares and/or from cash flow from operations following the
   acquisition. In the event that the net proceeds from the sale of the
   Company's common stock and the loan are not sufficient to pay the cash
   portion of the acquisition price, no shares will be sold, the Asset
   Purchase Agreement will be terminated and all funds held in escrow will be
   returned to investors together with their pro rata share of any interest
   earned. 

        If the Company is successful in raising the funds necessary to close
   the acquisition of VCI's assets, the Company intends to continue managing,
   administering and providing its products and services in the same manner
   in which VCI has. VCI currently contracts with public and private
   employers, HMOs, PPOs, health insurance carriers, self-insured
   corporations, unions and other associations (collectively, "Sponsors") to
   provide pre-paid group managed vision care services to members, clients or
   employees of the Sponsors who choose to participate in a plan. The
   Sponsors provide access to a large number of potential participants
   thereby enabling VCI to reach a greater number of persons with the
   economic burden of marketing directly to the public. As of September 30,
   1996, VCI had contracts with 509 Sponsors, the vast majority of which are
   assignable by VCI without the consent of the Sponsor enabling the Company
   to continue services to the current Sponsors. The Company anticipates that
   the revenues generated from such contracts will allow the Company to
   satisfy its cash requirements without having to raise additional funds in
   the immediate future.

        The Company believes that VCI, through its staff and brokers, has
   developed loyal relationships with its Sponsors' employees, members and
   clients with quality vision care products and services. At September 30,
   1996, VCI had approximately 62 employees, including 56 administrative
   personnel, and 6 sales personnel. The Company anticipates hiring most, if
   not all, of VCI's employees after the acquisition.

   <PAGE>
                   PART II.  OTHER INFORMATION AND SIGNATURES

   Item 6.  Exhibits and Reports on Form 8-K

   Exhibits

        Exhibit 27     Financial Data Schedule

   Reports on Form 8-K

        None.

   <PAGE>
                                   SIGNATURES


        In accordance with the requirements of the Exchange Act, the
   Registrant has caused this report to be signed on its behalf by the
   undersigned, there unto duly authorized.


                                     VISION HEALTH CARE, INC.
                                   


   DATE:  November 13, 1996              By:/s/ Peter D. Liane        
                                         Peter D. Liane, President and
                                         Chief Executive Officer


   DATE:  November 13, 1996              By:/s/ Terrance W. Naberhaus 
                                         Terrance W. Naberhaus, Treasurer,
                                         Chief Financial Officer and
                                         Principal Accounting Officer

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                                  EXHIBIT INDEX

                                                                Sequential
                                                               Page Number

   Exhibit 27     Financial Data Schedule