U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-K/A

                                (Amendment No. 1)



[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 For the fiscal year ended May 31, 1997

[_]     Transition  Report Under Section 13 or 15(d) of the Securities  Exchange
        Act of 1934 For the transition period from __________ to  __________



                         Commission File Number 1-10751

                         STAR MULTI CARE SERVICES, INC.
                 (Name of small business issuer in its charter)


           New York                                               11-1975534
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
  incorporation or organization)                             Identification No.)

99 Railroad Station Plaza, Hicksville, New York                     11801
-----------------------------------------------                     -----
  (Address of principal executive office)                         (Zip Code)


Issuer's telephone number, including area code:            (516) 938-2016
                                                           --------------


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference in Part III of this Form 10-KSB or any  amendments to
this Form 10-KSB.[_]



<PAGE>



                                    PART III


Item 10.   Directors, Executive Officers, Promoters and Control Persons.

           The directors and executive  officers of the Company,  their ages and
present positions with the Company are as follows:

                                   Position Held                      Director 
Name                    Age       with the Company                     Since
----                    ---       ----------------                     -----

Stephen Sternbach        43  Chairman of the Board of Directors,        1987
                             President and Chief Executive
                             Officer
William Fellerman        53  Chief Financial Officer, Secretary,        1990
                             Treasurer, Director
Charles Berdan +*x       48  Director                                   1994
John P. Innes II +*x     63  Director                                   1991
Matthew Solof +*x        44  Director                                   1992
Gary Weinberger          48  Director                                   1996
Melvin L. Katten         61  Director                                   1996

--------

+    Member of Compensation Committee
*    Member of Stock Option Committee
x    Member of Audit Committee

           Directors  hold office until the annual  meeting of the  shareholders
next  succeeding  their  election,  and until their  successors  are elected and
qualified,  or until their prior death,  resignation  or removal.  Officers hold
office until the annual meeting of the Board of Directors next succeeding  their
election,  and until their successors shall have been elected and qualified,  or
until their death, resignation or removal.

           Stephen  Sternbach  has been the Chairman of the Board of  Directors,
President and Chief Executive Officer of the Company since 1987.

           William Fellerman has been the Chief Financial Officer, Secretary and
Treasurer of the Company since November 1992 and a director of the Company since
1990.  Mr.  Fellerman is a certified  public  accountant and was, until June 15,
1994, a partner in the accounting firm of Fellerman,  Cohen and Tempesta and had
been for more than the five years prior thereto.


                                       -2-

<PAGE>



           Charles  Berdan  became a director  of the  Company in April 1994 and
served as a Branch  Manager of the Company  from  September  1993 to March 1994.
Since April 1994, Mr. Berdan has served as a Sales  Executive for Automatic Data
Processing,  Inc. ("ADP"), a provider of information services. From January 1993
to September  1993,  Mr. Berdan was a Vice President of the Senior  Bulletin,  a
newspaper,  which the Company  purchased in September  1993. He also served from
July 1990 through July 1992 as a Division Vice President of Managistics, Inc., a
payroll  services  company.  For at least the two years prior to July 1990,  Mr.
Berdan was a Vice President of ADP.

           John P. Innes II has been a director of the Company since 1991. Since
May of 1996 he has been Special Counsel to ValuJet  Airlines.  He has acted as a
private  investor and consultant  since July of 1994. Mr. Innes was the Chairman
of Commonwealth Associates,  an investment bank, from January 1992 to June 1994.
Mr.  Innes also  served as  Managing  Director  of Sabre  Insurance  Company,  a
casualty  insurance  company  (1986-1991),  President of Boxhall Group,  Inc., a
holding company for Sabre Insurance  Company  (1986-1991),  Vice Chairman of the
Board of Directors of Wheeling-Pittsburgh Steel Corporation, an integrated steel
manufacturing   company  (1987-1990)  and  a  private  investor  and  consultant
(1990-1992).

           Matthew Solof has been a director of the Company since November 1992.
Since 1991, he has been the President and Chief Executive  Officer of AMI Group,
a real estate  development  and  acquisition  company,  and  President and Chief
Executive  Officer  of  Mercantile  Mortgage  Association,  a  mortgage  lending
company.  From 1983 to 1992,  Mr.  Solof was a trader at IRV  Companies,  a firm
which  specializes  in oil trading,  and from 1981 to 1991 he was  President and
Chief  Executive  Officer of Matthew  Solof Trading  Company,  a firm which also
specializes in oil trading.

           Melvin L.  Katten,  an  attorney,  has been a Senior  partner  in the
Chicago  law firm of Katten  Muchin & Zavis  since  1974.  He was a director  of
Amserv from 1985 until  consummation  of the Merger in August 1996.  Mr.  Katten
also  serves  as  a  director  of  Washington  Scientific  Industries,  Inc.,  a
publicly-held company.

           Gary L.  Weinberger  has been  engaged  in the  private  practice  of
orthodontics for more than the past twenty years. In addition, Dr. Weinberger is
engaged as a consultant on financial planning and management.  Dr. Weinberger is
a member of the  International  Board of Standards  and  Practices for Financial
Planners,  the International  Association of Financial Planners and the American
Association of Orthodontists.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

           Section  16(a) of the  Securities  Exchange Act of 1934  requires the
Company's  officers and directors,  and persons who own more than ten percent of
its Common Stock, to file reports of ownership and changes of ownership with the
Securities  and  Exchange  Commission  (SEC)  and each  exchange  on  which  the
Company's  securities  are  registered.  Officers,  directors  and greater  than
ten-percent  shareholders  are required by SEC regulation to furnish the Company
with copies of all ownership forms they file.

           Based  solely on its review of the copies of such forms  received  by
it,  or  written  representations  from  certain  persons  that no  Forms 5 were
required for those persons, the Company

                                       -3-

<PAGE>



believes  that,  during  the  fiscal  year  ended May 31,  1997,  its  officers,
directors,   and  greater  than  ten-percent   shareholders  complied  with  all
applicable Section 16 filing requirements.

ITEM 11.   EXECUTIVE COMPENSATION.

           The  following  table  provides   information  with  respect  to  all
compensation  paid or accrued by the Company during the three fiscal years ended
May 31, 1997 to Stephen Sternbach,  the Company's Chief Executive  Officer,  the
only executive officer of the Company whose salary and
bonus for fiscal 1997 exceeded $100,000.

<TABLE>
<CAPTION>
                                              SUMMARY COMPENSATION TABLE

                                            Annual Compensation                   Long Term Compensation
                                            -------------------                   ----------------------
                                                      Other                           Awards
Name and                                              Annual     Restricted
Principal                                             Compen-    Stock             Securities             LTIP         All Other
Position                 Year   Salary($)   Bonus($)  sation     Awards       Underlying Options(#)    Payments($)   Compensation(1)
--------                 ----   ---------   --------  ------     ------       ---------------------    -----------   ---------------
<S>                      <C>     <C>        <C>                                                                          <C>       
Stephen Sternbach        1997    $257,250   $109,251                                     --                              $20,000(1)
Chief Executive Officer, 1996    $250,000   $34,371                                  21,000                              $10,000(1)
President and            1995    $225,000       --                                       --                              $10,000(1)
Chairman of the Board
</TABLE>

-----------------------

(1)  Represents  amounts  credited by the Company to a book  reserve  account as
     contingent deferred  compensation for the benefit of Mr. Sternbach pursuant
     to a  Non-Qualified  Retirement  and Death  Benefit  Agreement  between the
     Company and Mr. Sternbach.

                        OPTION GRANTS IN LAST FISCAL YEAR

           There were no stock  option  grants  during the fiscal year ended May
31, 1997.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

           The following  table contains  information  concerning the number and
value,  at May 31, 1997, of the exercised  and  unexercised  options held by Mr.
Sternbach.


<TABLE>
<CAPTION>
                                            Number of Securities
                                           Underlying Unexercised            Value of Unexercised
          Shares                        Options Held at Fiscal Year-     In-the-Money Options Held at
          Acquired on     Value                     End                         Fiscal Year-End
Name      Exercise (#)    Realized ($)  (Exercisable/Unexercisable)     (Exercisable/Unexercisable)(1)
----      ------------    ------------  ---------------------------     ------------------------------
<S>          <C>          <C>                    <C>     <C>                      <C>      <C>
Stephen      44,242       $171,385               118,332/0                        $198,554/0
Sternbach
</TABLE>

----------
(1)  Fair  market  value of  underlying  securities  (the  closing  price of the
     Company's  Common Stock on the Nasdaq  National  Market) at fiscal year end
     (May 31, 1997), minus the then effective exercise price.

                                       -4-

<PAGE>





COMPENSATION OF DIRECTORS

           The Company's  non-employee directors are paid a fee of $750 for each
Board of Directors  meeting which they attend.  They are not paid any additional
fee for serving on any committees of the
Board of Directors.

EMPLOYMENT AGREEMENTS

           The Company has an employment  agreement with Stephen Sternbach dated
as of December 18, 1996 (the "Sternbach  Employment  Agreement").  The Sternbach
Employment Agreement has a term of five years and provides for an initial annual
salary of $250,000  (subject to annual increase by the amount of the increase in
the Consumer Price Index from the immediate  preceding  year) plus a bonus of 6%
of the Company's net profit before taxes in excess of $1,200,000,  not to exceed
an aggregate  annual  bonus of  $500,000.  The  Sternbach  Employment  Agreement
provides that after a Change in Control (as defined in the Sternbach  Employment
Agreement) of the Company has occurred,  if either Mr. Sternbach  terminates his
employment  within six months  after he has  obtained  actual  knowledge  of the
Change in Control or the  Company  (or any  successor  thereto)  terminates  his
employment  with the Company  within one year after the Change in  Control,  Mr.
Sternbach  will  be  entitled  to  receive  (i)  his  salary,  bonuses,  awards,
perquisites  and benefits  including,  without  limitation,  benefits and awards
under the  Company's  stock  option plans and pension and  retirement  plans and
programs,  accrued through the date Mr. Sternbach's  employment with the Company
is  terminated  and (ii) a  lump-sum  payment  in cash  equal to 2.99  times Mr.
Sternbach's base amount.

           The  Company  and Mr.  Sternbach  are also  parties  to a  Consulting
Agreement (the "Sternbach  Consulting  Agreement") pursuant to which the Company
has agreed to retain Mr.  Sternbach  as a  consultant  for a period of two years
from the time that his employment with the Company  terminates.  Pursuant to the
Sternbach  Consulting  Agreement,  the Company  has agreed to pay Mr.  Sternbach
$150,000 per year and he will be entitled to participate in the health insurance
and similar benefits which the Company provides to any of its other consultants.

           In  addition,  the  Company  and  Mr.  Sternbach  are  parties  to  a
Non-Qualified  Retirement  and Death Benefit  Agreement  dated February 1, 1994,
pursuant  to  which  the  Company  credits  to a  bank  reserve  (the  "Deferred
Compensation Account") established for that purpose, an amount not to exceed 10%
of Mr.  Sternbach's gross annual salary during Mr.  Sternbach's  employment with
the Company.  Any funds so credited to the Deferred  Compensation Account may be
kept in cash  or  invested  and  reinvested  in  mutual  funds,  stocks,  bonds,
securities or other assets as may be selected by the Company's  Chief  Financial
Officer  in his  discretion.  Mr.  Sternbach  has  agreed to assume  all risk in
connection  with any decrease in value of the funds which are  invested.  Unless
otherwise   forfeited,   Mr.   Sternbach  shall  be  entitled  to  the  Deferred
Compensation Account upon his termination, disability or death or if the Company
is involved in a merger or is acquired by another company.


                                       -5-

<PAGE>




COMPENSATION COMMITTEE REPORT

           Overview and Philosophy
           -----------------------

           The  Compensation  Committee of the Board of Directors is composed of
three directors,  Messrs. Berdan, Innes and Solof. The Compensation Committee is
responsible for developing and making  recommendations to the Board of Directors
with respect to the Company's executive  compensation policies. The Compensation
Committee's executive compensation philosophy (which is intended to apply to all
members of the Company's  management,  including its Chief Executive Officer) is
to provide competitive levels of compensation,  integrate  managements' pay with
achievement of the Company's  performance goals,  reward above average corporate
performance,  recognize  individual  initiative and  achievement  and assist the
Company in attracting and retaining qualified management.

           The objectives of the Company's  executive  compensation  program are
to:

           *   Support the achievement of desired Company performance.

           *   Provide compensation that will attract and retain superior
               talent and reward performance.

           The  executive  compensation  program  provides  an overall  level of
compensation  opportunity that is competitive within the healthcare industry, as
well as with a broader group of companies of
comparable size and complexity.

           Executive Officer Compensation
           ------------------------------

           The Company's  executive  officer  compensation  is comprised of base
salary,  annual cash bonus and long-term  incentive  compensation in the form of
stock options and various benefits,  including medical plans generally available
to employees of the Company.

           It is the philosophy of the Compensation  Committee that compensation
of executive  officers should be closely aligned with the financial  performance
of  the  Company.  Accordingly,  benefits  are  provided  through  stock  option
incentives  and  bonuses  which  are  generally  consistent  with  the  goal  of
coordinating  the  rewards to  management  with a  maximization  of  shareholder
return.  In  reviewing  Company  performance,  consideration  is  given  to  the
Company's  earnings.  Also taken into account are external economic factors that
effect results of operations.  An attempt is also made to maintain  compensation
within the range of that afforded  like  executive  officers at companies  whose
size and business is comparable to that of the Company.

           CEO Compensation
           ----------------

           In the case of Stephen Sternbach,  the Chief Executive  Officer,  the
Compensation  and Stock Option  Committee  evaluates  the Company's mid and long
range strategic  planning and its  implementation as well as the  considerations
impacting the compensation of executive officers


                                       -6-

<PAGE>



generally  which are described  above.  Pursuant to the terms of his  employment
agreement with the Company,  Mr.  Sternbach was paid a bonus of $109,251for  the
year ended May 31, 1997.

           Benefits
           --------

           The  Compensation   Committee   endorses  the  position  that  equity
ownership by management is beneficial in aligning managements' and shareholders'
interest in the enhancement of shareholder  value. Stock options were granted at
exercise prices equal to the market value of the Company's
Common Stock on the date of grant.

           The Company  provides to executive  officers  medical  benefits  that
generally  are available to Company  employees.  The amount of  perquisites,  as
determined  in  accordance  with  the  rules  of  the  Securities  and  Exchange
Commission relating to executive compensation, did not exceed 10% of
salary for fiscal 1997.

                                 Charles Berdan

                                John P. Innes II

                                  Matthew Solof

                      Members of the Compensation Committee

PERFORMANCE GRAPH

           Set  forth  below  is a graph  comparing  the  yearly  change  in the
cumulative  shareholder  return of the Company's  Common Stock with the National
Association of Securities  Dealers  Automated  Quotation Market Index and a peer
group index of six  competing  companies  for the same  period.  The  comparison
assumes  $100 was  invested  at the  close of  business  on May 31,  1992 in the
Company's  Common  Stock  and in  each of the  comparison  groups,  and  assumes
reinvestment of dividends. The Company paid no dividends during the periods.



                                        ANNUAL RETURN PERCENTAGE
                                              Years Ending

Company Name / Index          May93   May94   May95    May96    May97
--------------------------------------------------------------------------------
STAR MULTI CARE SERVICES     -43.25   42.89   58.99    97.89   -32.50
NASDAQ - U.S.                 20.29    5.27   18.96    45.34    12.67
PEER GROUP                   -30.05   -1.58   26.85   -13.92   -25.86
--------------------------------------------------------------------------------



                                       -7-

<PAGE>





                                                      INDEXED RETURNS
                         Base                       Years Ending
                        Period
Company Name / Index    May92     May93     May94     May95      May96     May97
--------------------------------------------------------------------------------
STAR MULTI CARE SERVICES 100      56.75     81.09    128.93     255.15    172.22
NASDAQ - U.S.            100     120.29    126.63    150.64     218.94    246.68
PEER GROUP               100      69.95     68.85     87.34      75.18     55.74
--------------------------------------------------------------------------------



Peer Group Companies
--------------------------------------------------------------------------------
CARE GROUP INC
HOSPITAL STAFFING SVCS INC
IN HOME HEALTH INC
NATIONAL HOME HEALTH CARE
STAFF BUILDERS INC
TRANSWORLD HEALTHCARE INC
--------------------------------------------------------------------------------












                                       -8-

<PAGE>






ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

           Set forth  below is the  ownership  of the  Company  Common  Stock at
September  25, 1997 by (i) the only  persons or groups who were owners of record
or were known by the Company to beneficially own more than 5% of the outstanding
shares of the Company  Common Stock;  (ii) each  director of the Company;  (iii)
Stephen Sternbach, the executive officer named in the Summary Compensation Table
under the caption "Executive Compensation"; and (iv) all directors and executive
officers  of the  Company  as a group.  The  Company  understands  that,  unless
otherwise  noted below,  each  beneficial  owner has sole voting and  investment
power with  respect to all shares of the Company  Common Stock  attributable  to
such owner.


                                               Number of
        Name and Address                     Beneficially            Percent
      of Beneficial Owner                    Shares Owned*         of Class (1)
      -------------------                    -------------         ------------

Stephen Sternbach                            1,139,692(2)             26.91%
c/o STAR Multi Care Services, Inc.
99 Railroad Station Plaza
Hicksville, NY 11801

William Fellerman                               56,236(3)              1.35%
c/o STAR Multi Care Services, Inc.
99 Railroad Station Plaza
Hicksville, NY 18801

Charles Berdan                                     1,019               **
281 Potomac Drive
Basking Ridge, NJ 07920

John P. Innes II                                   1,113               **
8 Breckenridge Lane
Savannah, GA 31411

Matthew Solof                                      3,540               **
33 Fairbanks Boulevard
Woodbury, NY 11797

Melvin L. Katten                                   56,913              1.38%
1480 Tower Road
Winnetka, IL 60093

Gary L. Weinberger                                  8,400               **
38 Clayton Drive
Dix Hills, NY

Eugene J. Mora                                 210,175(4)              5.07%
3252 Holiday Court, Suite 204
LaJolla, CA 92037

                                      -9-

<PAGE>

                                               Number of
        Name and Address                     Beneficially            Percent
      of Beneficial Owner                    Shares Owned*         of Class (1)
      -------------------                    -------------         ------------

Heartland Advisors, Inc.                        235,716(5)              5.85%
790 North Milwaukee Street
Milwaukee, WI 53202
All directors and executive                      1,712,804             40.03%
officers of STAR as a group
(7 persons)
----------
*    All shares and per share  amounts  have been  adjusted to take into account
     the two stock dividends,  effectuated on May 30, 1995 and January 12, 1996,
     respectively.
**   Indicates  less than 1% of the  outstanding  shares of the  Company  Common
     Stock.

(1)  Shares subject to options are considered  outstanding  only for the purpose
     of computing  the  percentage  of  outstanding  Common Stock which would be
     owned by the optionee if the options were so exercised, but (except for the
     calculation of beneficial ownership by all executive officers and directors
     as a group) are not considered outstanding for the purpose of computing the
     percentage of outstanding Common Stock owned by any other person.

(2)  Includes  119,606  shares of  Company's  Common  Stock owned by the Stephen
     Sternbach Family Trust; Mr. Sternbach disclaims  beneficial  ownership with
     respect to these  shares.  Also  includes  102,322  shares of the Company's
     Common  Stock which Mr.  Sternbach  has a currently  exercisable  option to
     purchase pursuant to the Company's 1992 Stock Option Plan.

(3)  Includes 24,068 shares of Company's  Common Stock owned by Mr.  Fellerman's
     wife; Mr. Fellerman  disclaims  beneficial  ownership with respect to these
     shares of Company's  Common Stock.  Also includes 3,406 shares owned by the
     William Fellerman CPA PC Pension Trust Fund. Also includes 28,512 shares of
     the Company's Common Stock which Mr. Fellerman has a currently  exercisable
     option to purchase pursuant to the Company's 1992 Stock Option Plan.

(4)  Includes  15,030  shares of  Company's  Common  Stock  which Mr. Mora has a
     currently exercisable option to purchase pursuant to the options assumed by
     Company upon consummation of the Amserv Merger.

(5)  Based upon a copy of a Schedule 13G/A (dated February 12, 1997) received by
     Company.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

           Stephen  Sternbach has outstanding  loans in the principal amount, as
of  September  15,  1997 of $91,204  from the Company  and a  subsidiary  of the
Company.  The loan from the subsidiary  has been assigned to the Company.  These
loans bear  interest at 6% per annum and each have a scheduled  maturity date of
August 1, 1998.

           In connection with services provided to the Company during the fiscal
years ended May 31, 1995,  1996 and 1997,  the Company  paid William  Fellerman,
CPA, P.C.,  approximately  $100,000,  $100,000 and $129,000,  respectively  each
year.  Mr.  Fellerman,  a  director,  Chief  Financial  Officer,  Treasurer  and
Secretary of the Company, is the sole shareholder of that corporation.


                                      -10-

<PAGE>



           In  addition,  the Company  entered  into an  agreement  with William
Fellerman  providing  for the  payment of certain  severance  benefits  upon the
occurrence  of a change of control of the  Company  as defined  therein  and the
termination of Mr.  Fellerman's  position as an officer  and/or  director of the
Company or the reduction in the payment for services to William Fellerman,  CPA,
P.C.


ITEM 14.   EXHIBITS AND REPORTS ON FORM 8-K.

a.         Exhibits

     2.   (a)  Agreement and Plan of Merger among the Company,  EFCC Acquisition
               Corp. and Extended Family Care Corporation dated as of January 3,
               1997.  Incorporated  by reference to the  Company's  Registration
               Statement  on Form S-4  dated  July 29,  1997  (Registration  No.
               333-32171).
          (b)  First  Amendment  to  Agreement  and  Plan of  Merger  among  the
               Company,   EFCC  Acquisition   Corp.  and  Extended  Family  Care
               Corporation, dated as of April 6, 1997. Incorporated by reference
               to the  Company's  Registration  Statement on Form S-4 dated July
               29, 1997 (Registration No. 333-32171).
    3.    (a)* The Company's Certificate of Incorporation filed April 25, 1961.
          (b)* The  Company's  Certificate  of  Amendment  to  Certificate  of
               Incorporation filed February 22, 1989.
          (c)* The  Company's  Certificate  of  Amendment  to  Certificate  of
               Incorporation filed December 4, 1990.
          (d)  The  Company's   Certificate   of  Amendment  to  Certificate  of
               Incorporation filed February 3, 1994.  (Incorporated by reference
               to Exhibit  3.(d) to the  Company's  Annual Report on Form 10-KSB
               for the fiscal year ended May 31, 1994.)
          (e)  The  Company's   Certificate  of  Change  filed  March  2,  1995.
               (Incorporated  by  reference  to  Exhibit  3(e) to the  Company's
               Annual  Report on Form  10-KSB for the fiscal  year ended May 31,
               1995.)
          (f)  The  Company's  By-Laws,  as amended  on  November  18,  1992 and
               September 13, 1993.  (Incorporated  by reference to Exhibit 3.(e)
               to the Company's Annual Report on Form 10-KSB for the fiscal year
               ended May 31, 1994.)

     4.   (a)  Irrevocable  Proxy, dated as of January 3, 1996, among Arbor Home
               Healthcare Holdings,  LLC, Coss Holding Corp. and Gary Melius, as
               Voting  Trustee.  (Incorporated  by reference to Exhibit 2.(a) to
               the Company's  registration  statement on Form S-4  (Registration
               No. 333-32171).)

     10.  (a)* Form of  Indemnification  Agreement  between  the  Company  and
               Stephen Sternbach.
          (b)  Employment  Agreement,  dated as of December 3, 1995  between the
               Company and Stephen  Sternbach.  (Incorporated  by  reference  to
               Exhibit 10.(x) to the Company's  Quarterly  Report on Form 10-QSB
               for the quarterly period ended February 29, 1996.)
          (c)* The Company's 1991 Incentive Stock Option Plan
          (d)  The Company's  1992  Incentive  Stock Option Plan (as amended and
               restated  September  13,  1993).  (Incorporated  by  reference to
               Exhibit 10.(h) to the Company's  Annual Report on Form 10-KSB for
               the fiscal year ended May 31, 1994.)

                                      -11-

<PAGE>



          (e)  Amendment  No.  1  to  the  Company's  1992  Stock  Option  Plan.
               (Incorporated  by  reference to Exhibit  10.(z) to the  Company's
               Quarterly  Report on Form 10-QSB for the  quarterly  period ended
               February 29, 1996.)
          (f)  The  Company's  Employee  Stock  Purchase  Plan,  as  amended  on
               December 15, 1995.  (Incorporated  by reference to Exhibit 10.(y)
               to  the  Company's  Quarterly  Report  on  Form  10-QSB  for  the
               quarterly period ended February 26, 1996.)
          (g)  Form  of  Incentive  Stock  Option  Contract   (Incorporated   by
               reference to Exhibit  10.(j) to the  Company's  Annual  Report on
               Form 10-K for the fiscal year ended May 31, 1993.)
          (h)* Agreement  relating  to  purchase  of the Company  among  Stephen
               Sternbach, Renee Starr and Leonard Taubenblatt dated December 31,
               1986.
          (i)* New  York  State Department of Consumer Affairs Employment Agency
               License.
          (j)* New York State Health Department Home Care License.
          (k)* New Jersey Employment Agency License.
          (l)  Form  of  Indemnification   Agreement  between  the  Company  and
               directors  and  officers.  (Incorporated  by reference to Exhibit
               10.(k) to the Company's Annual Report on Form 10-K for the fiscal
               year ended May 31, 1992.)
          (m)  Asset  Purchase  Agreement  dated as of  November  1, 1991 by and
               among  Unity  Care  Services,   Inc.,  Unity  Healthcare  Holding
               Company,  Inc.  and the  Company.  (Incorporated  by reference to
               Exhibit  10.(l) to the  Company's  Annual Report on Form 10-K for
               the fiscal year ended May 31, 1992.)
          (n)  Asset  Purchase  Agreement  dated  January  30, 1992 by and among
               Unity Healthcare Holding Company, Inc., Unity Care Services, Inc.
               and the  Company.  (Incorporated  by reference to Exhibit 10.1 to
               the Company's Current Report on Form 8-K dated May 26, 1992.)
          (o)  Asset  Purchase  Agreement  dated January 30, 1992 by and between
               Unity Home Care of Florida,  Inc. and the Company.  (Incorporated
               by reference to Exhibit 10.2 to the Company's  Current  Report on
               Form 8-K dated May 26, 1992.)
          (p)  Employment  Agreement  dated  February  15,  1990,  between  Alan
               Spector  and the  Company,  as  assignee  of Unity  Home  Care of
               Florida, Inc. (Incorporated by reference to Exhibit 10.(o) to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               May 31, 1992.)
          (q)  Asset  Purchase  Agreement  dated November 8, 1993 by and between
               DSI Health Care  Services,  Inc. and Star Multi Care  Services of
               Long  Island,  Inc., a wholly  owned  subsidiary  of the Company.
               (Incorporated  by  reference  to  Exhibit  10.1 to the  Company's
               Current Report on Form 8-K dated November 22, 1993.)
          (r)  Asset Purchase Agreement dated as of January 6, 1995, as amended,
               by and  between  Long  Island  Nursing  Registry,  Inc.  and  the
               Company.   (Incorporated  by  reference  to  Exhibit  21  to  the
               Company's Current Report on Form 8-K dated May 19, 1995.)
          (s)  Employment  Agreement  dated  May  19,  1995 by and  between  the
               Company  and  Gregory  Turchan.  (Incorporated  by  reference  to
               Exhibit 99.1 to the  Company's  Current  Report on Form 8-K dated
               May 19, 1995.)
          (t)  Loan Agreement  dated November 1, 1995 by and between the Company
               and Chase  Manhattan  Bank,  N.A.  (Incorporated  by reference to
               Exhibit 10.(w) to

                                      -12-

<PAGE>



               the Company's  Quarterly  Report on Form 10-QSB for the quarterly
               period ended November 30, 1995.)
          (u)  Non-Qualified  Retirement  and  Death  Benefit  Agreement,  dated
               February 1, 1994,  between  the  Company  and Stephen  Steinbach.
               (Incorporated  by  reference to Exhibit  10.(t) to the  Company's
               Annual  Report on Form  10-K for the  fiscal  year  ended May 31,
               1996.)
          (v)***Amendment dated April 10, 1997  to  the  Employment Agreement by
               and between Gregory Turchan and the Company.
          (w)***Letter  agreement  dated  as of September 5, 1997 by and between
               William Fellerman and the Company.

     16.  (a)  Letter dated April 25, 1995,  as amended,  from Deloitte & Touche
               LLP to the Securities and Exchange  Commission.  (Incorporated by
               reference to EFCC's  Current Report on Form 8-K/A dated March 21,
               1995.)

     21.  **   List of Subsidiaries.

     23.  (a)  Consent of Holtz Rubenstein & Co., LLP.

          (b)**Consent of Ernst & Young LLP.

     27.  **   Financial Data Schedule.

-------------------
*    Incorporated by reference to the Company's  Registration  Statement on Form
     S-18 dated May 14, 1991. (Registration No. 33-39697-NY)
**   Filed with the Company's Form 10-K for the period ended May 31, 1997.
***  Filed herewith.


     (b)  Reports on Form 8-K.

          During  the last  quarter of the period  covered by this  report,  the
Company filed a report on Form 8-K on April 29, 1997.


                                      -13-

<PAGE>



                                   SIGNATURES

                 In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


Date: September 26, 1997              STAR MULTI CARE SERVICES, INC.


                                      By /s/ Stephen Sternbach
                                        -------------------------------------
                                      Stephen Sternbach, President, Chairman
                                      of the Board of Directors and Chief
                                      Executive Officer




                                      -14-





                                INDEX TO EXHIBITS


Exhibit No.               Description
-----------               -----------

     2.   (a)  Agreement and Plan of Merger among the Company,  EFCC Acquisition
               Corp. and Extended Family Care Corporation dated as of January 3,
               1997.  Incorporated  by reference to the  Company's  Registration
               Statement  on Form S-4  dated  July 29,  1997  (Registration  No.
               333-32171).
          (b)  First  Amendment  to  Agreement  and  Plan of  Merger  among  the
               Company,   EFCC  Acquisition   Corp.  and  Extended  Family  Care
               Corporation, dated as of April 6, 1997. Incorporated by reference
               to the  Company's  Registration  Statement on Form S-4 dated July
               29, 1997 (Registration No. 333-32171).
    3.    (a)* The Company's Certificate of Incorporation filed April 25, 1961.
          (b)* The  Company's  Certificate  of  Amendment  to  Certificate  of
               Incorporation filed February 22, 1989.
          (c)* The  Company's  Certificate  of  Amendment  to  Certificate  of
               Incorporation filed December 4, 1990.
          (d)  The  Company's   Certificate   of  Amendment  to  Certificate  of
               Incorporation filed February 3, 1994.  (Incorporated by reference
               to Exhibit  3.(d) to the  Company's  Annual Report on Form 10-KSB
               for the fiscal year ended May 31, 1994.)
          (e)  The  Company's   Certificate  of  Change  filed  March  2,  1995.
               (Incorporated  by  reference  to  Exhibit  3(e) to the  Company's
               Annual  Report on Form  10-KSB for the fiscal  year ended May 31,
               1995.)
          (f)  The  Company's  By-Laws,  as amended  on  November  18,  1992 and
               September 13, 1993.  (Incorporated  by reference to Exhibit 3.(e)
               to the Company's Annual Report on Form 10-KSB for the fiscal year
               ended May 31, 1994.)

     4.   (a)  Irrevocable  Proxy, dated as of January 3, 1996, among Arbor Home
               Healthcare Holdings,  LLC, Coss Holding Corp. and Gary Melius, as
               Voting  Trustee.  (Incorporated  by reference to Exhibit 2.(a) to
               the Company's  registration  statement on Form S-4  (Registration
               No. 333-32171).)

     10.  (a)* Form of  Indemnification  Agreement  between  the  Company  and
               Stephen Sternbach.
          (b)  Employment  Agreement,  dated as of December 3, 1995  between the
               Company and Stephen  Sternbach.  (Incorporated  by  reference  to
               Exhibit 10.(x) to the Company's  Quarterly  Report on Form 10-QSB
               for the quarterly period ended February 29, 1996.)
          (c)* The Company's 1991 Incentive Stock Option Plan
          (d)  The Company's  1992  Incentive  Stock Option Plan (as amended and
               restated  September  13,  1993).  (Incorporated  by  reference to
               Exhibit 10.(h) to the Company's  Annual Report on Form 10-KSB for
               the fiscal year ended May 31, 1994.)
          (e)  Amendment  No.  1  to  the  Company's  1992  Stock  Option  Plan.
               (Incorporated  by  reference to Exhibit  10.(z) to the  Company's


                                      -15-
<PAGE>


Exhibit No.               Description
-----------               -----------

               Quarterly  Report on Form 10-QSB for the  quarterly  period ended
               February 29, 1996.)
          (f)  The  Company's  Employee  Stock  Purchase  Plan,  as  amended  on
               December 15, 1995.  (Incorporated  by reference to Exhibit 10.(y)
               to  the  Company's  Quarterly  Report  on  Form  10-QSB  for  the
               quarterly period ended February 26, 1996.)
          (g)  Form  of  Incentive  Stock  Option  Contract   (Incorporated   by
               reference to Exhibit  10.(j) to the  Company's  Annual  Report on
               Form 10-K for the fiscal year ended May 31, 1993.)
          (h)* Agreement  relating  to  purchase  of the Company  among  Stephen
               Sternbach, Renee Starr and Leonard Taubenblatt dated December 31,
               1986.
          (i)* New  York  State Department of Consumer Affairs Employment Agency
               License.
          (j)* New York State Health Department Home Care License.
          (k)* New Jersey Employment Agency License.
          (l)  Form  of  Indemnification   Agreement  between  the  Company  and
               directors  and  officers.  (Incorporated  by reference to Exhibit
               10.(k) to the Company's Annual Report on Form 10-K for the fiscal
               year ended May 31, 1992.)
          (m)  Asset  Purchase  Agreement  dated as of  November  1, 1991 by and
               among  Unity  Care  Services,   Inc.,  Unity  Healthcare  Holding
               Company,  Inc.  and the  Company.  (Incorporated  by reference to
               Exhibit  10.(l) to the  Company's  Annual Report on Form 10-K for
               the fiscal year ended May 31, 1992.)
          (n)  Asset  Purchase  Agreement  dated  January  30, 1992 by and among
               Unity Healthcare Holding Company, Inc., Unity Care Services, Inc.
               and the  Company.  (Incorporated  by reference to Exhibit 10.1 to
               the Company's Current Report on Form 8-K dated May 26, 1992.)
          (o)  Asset  Purchase  Agreement  dated January 30, 1992 by and between
               Unity Home Care of Florida,  Inc. and the Company.  (Incorporated
               by reference to Exhibit 10.2 to the Company's  Current  Report on
               Form 8-K dated May 26, 1992.)
          (p)  Employment  Agreement  dated  February  15,  1990,  between  Alan
               Spector  and the  Company,  as  assignee  of Unity  Home  Care of
               Florida, Inc. (Incorporated by reference to Exhibit 10.(o) to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               May 31, 1992.)
          (q)  Asset  Purchase  Agreement  dated November 8, 1993 by and between
               DSI Health Care  Services,  Inc. and Star Multi Care  Services of
               Long  Island,  Inc., a wholly  owned  subsidiary  of the Company.
               (Incorporated  by  reference  to  Exhibit  10.1 to the  Company's
               Current Report on Form 8-K dated November 22, 1993.)
          (r)  Asset Purchase Agreement dated as of January 6, 1995, as amended,
               by and  between  Long  Island  Nursing  Registry,  Inc.  and  the
               Company.   (Incorporated  by  reference  to  Exhibit  21  to  the
               Company's Current Report on Form 8-K dated May 19, 1995.)


                                      -16-
<PAGE>

Exhibit No.               Description
-----------               -----------

          (s)  Employment  Agreement  dated  May  19,  1995 by and  between  the
               Company  and  Gregory  Turchan.  (Incorporated  by  reference  to
               Exhibit 99.1 to the  Company's  Current  Report on Form 8-K dated
               May 19, 1995.)
          (t)  Loan Agreement  dated November 1, 1995 by and between the Company
               and Chase  Manhattan  Bank,  N.A.  (Incorporated  by reference to
               Exhibit 10.(w) to the Company's  Quarterly  Report on Form 10-QSB
               for the quarterly period ended November 30, 1995.)
          (u)  Non-Qualified  Retirement  and  Death  Benefit  Agreement,  dated
               February 1, 1994,  between  the  Company  and Stephen  Steinbach.
               (Incorporated  by  reference to Exhibit  10.(t) to the  Company's
               Annual  Report on Form  10-K for the  fiscal  year  ended May 31,
               1996.)
          (v)***Amendment dated April 10, 1997  to  the  Employment Agreement by
               and between Gregory Turchan and the Company.
          (w)***Letter  agreement  dated  as of September 5, 1997 by and between
               William Fellerman and the Company.

     16.  (a)  Letter dated April 25, 1995,  as amended,  from Deloitte & Touche
               LLP to the Securities and Exchange  Commission.  (Incorporated by
               reference to EFCC's  Current Report on Form 8-K/A dated March 21,
               1995.)

     21.  **   List of Subsidiaries.

     23.  (a)  Consent of Holtz Rubenstein & Co., LLP.

          (b)**Consent of Ernst & Young LLP.

     27.  **   Financial Data Schedule.

-------------------
*    Incorporated by reference to the Company's  Registration  Statement on Form
     S-18 dated May 14, 1991. (Registration No. 33-39697-NY)
**   Filed with the Company's Form 10-K for the period ended May 31, 1997.
***  Filed herewith.


                                      -17-