SECURITIES AND EXCHANGE COMMISSION


                                    Washington, D.C. 20549

                                          FORM 10-K/A
                                       (AMENDMENT NO. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.

For the fiscal year ended June 30, 1997


Commission file number: 0-21006

                                        INFU-TECH, INC.
                    (Exact name of registrant as specified in its charter)

                                           Delaware
                               (State or other jurisdiction of
                                incorporation or organization)
                                          22-3127689
                                       (I.R.S. Employer
                                     Identification No.)
                                      910 Sylvan Avenue
                                    Englewood Cliffs, N.J.
                           (Address of principal executive offices)

                                            07632
                                          (Zip Code)


Registrant's telephone number, including area code:  (201) 567-4600

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock, par
value $.01

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. [ X ]

As of September 23, 1997 the aggregate  market value of the voting stock held by
non-affiliates of the registrant was $4,318,436.

As of September 23, 1997, 3,249,692 shares of the registrant's common stock were
outstanding.

                             DOCUMENTS INCORPORATED BY REFERENCE:
                                             None

                                              1

<PAGE>



                                           PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS.

        DIRECTORS                                                    SERVED ON
                                                                    THE BOARD OF
                                                                      DIRECTORS
           NAME                                 AGE                     SINCE

         Jack Rosen............................51...........................1988
         Joseph Rosen..........................46...........................1988
         Israel Ingberman......................51...........................1988
         Joseph Giglio.........................56...........................1992
         Bruce Slovin..........................61...........................1992
         Carl D. Glickman......................71...........................1992

        Jack Rosen has served as the chief  executive  officer  (the  President,
Chairman of the Board or both) and as a Director of the Company  since 1992,  of
CHA  since  its  incorporation  in 1981 and of  CHA's  subsidiaries  from  their
respective dates of incorporation,  the first of which was in 1976. Mr. Rosen is
also the President and a Director of CompreMedx Corporation  ("CompreMedx"),  an
89.1%-owned subsidiary of CHA. He first became involved in the health care field
in  September  1971 when he became a director of Garden State Health Care Center
of East Orange,  New Jersey. He is actively engaged,  together with Joseph Rosen
and Israel Ingberman, who are officers and directors, and along with Jack Rosen,
are  the  three   principal   stockholders   of  the  Company  (the   "Principal
Stockholders"),  in a variety of enterprises,  including real estate development
and hotel  ownership  (the  "Rosen-Ingberman  Enterprises").  Jack  Rosen is the
brother of Joseph Rosen.

        Joseph  Rosen has served as a Vice  President  and as a Director  of CHA
since  its  incorporation  in 1981  and as a  director  and  officer  of all its
subsidiaries   (including   CompreMedx)   from   their   respective   dates   of
incorporation. He became an Assistant Secretary of the Company in March 1983. He
first  became  involved  in the  health  care  field in  October  1974  with the
organization of Jayber Inc.,  which operates a nursing home in West Orange,  New
Jersey and now is a subsidiary of the Company. He is actively engaged,  together
with the other Principal  Stockholders,  in the Rosen-Ingberman  Enterprises and
with Israel  Ingberman in nursing home  ownership and  management  ("R-I nursing
homes"). He is the brother of Jack Rosen.

        Israel Ingberman has served as Secretary, Treasurer and as a Director of
CHA since its  incorporation  in 1981 and as a director  and  officer of all its
subsidiaries   (including   CompreMedx)   from   their   respective   dates   of
incorporation. He first became involved in the health care field in October 1974
with the organization of Jayber Inc. He is actively  engaged,  together with the
other Principal Stockholders,  in the Rosen-Ingberman Enterprises and in the R-I
nursing homes with Joseph Rosen.

     Joseph M. Giglio has been a director of CHA since January 1983. He became a
director of the Company in July 1992.  Since  December 1993, he has been serving
as the Chairman of Apogee  Research,  Inc., an  infrastructure  consulting firm.
From  December  1993 until August 1994,  he was the Senior  Advisor to the First
Southwest  Company.  From April 1992 to November  1993, he was an Executive Vice
President  of Smith  Barney & Co.  And from  June 1991 to April  1992,  he was a
Managing  Director  of that firm.  From  January  1990 to June 1991,  he was the
President  of Chase  Municipal  Securities,  Inc.,  an  affiliate  of The  Chase
Manhattan  Bank,  N.A. From August 1988 through  December 1989, Mr. Giglio was a
Senior  Vice  President  at Chase  Securities,  Inc.  in the  Municipal  Finance
Division.  For more than five years prior to joining  Chase,  Mr. Giglio was the
Senior Managing Director of the Public Finance Department at Bear Stearns & Co.,
Inc.  Mr.  Giglio  served as Chairman of the  National  Council on Public  Works
Improvement,  which released its final report, "Fragile Foundation," in February
1988.  Mr. Giglio  chaired the U.S.  Senate Budget  Committee's  Private  Sector
Advisory Panel on Infrastructure  Financing. He serves on the board of directors
of The Hudson  Institute.  Mr.  Giglio has served as an  Associate  Professor of
Finance at New York  University.  He is a graduate  of Rutgers  University,  and
holds a Master of Public  Administration  degree from New York  University and a
Master's degree in Business from Columbia University.

     Carl D.  Glickman has been a director of CHA since August 1989. He became a
Director of the Company in July 1992.  Since 1953,  he has been the president of
The Glickman  Organization,  a real estate ownership and management  company. In
addition,  Mr.  Glickman  is a director  of Bear  Stearns  Companies,  Inc.  (an
investment  banking company),  Jerusalem  Economic  Corporation (an Israeli real
estate  company),  Alliance Tyre and Rubber Co. (an Israeli tire  manufacturer),
Franklin Holdings, Inc. (an investment company), Lexington Corporate Properties,
Inc.  (a real  estate  investment  trust),  Modern  Video Co. (a motion  picture
production company) and Office Max, Inc. (an office supply retailer).

        Bruce  Slovin  has been a Director  of CHA since June 1988.  He became a
Director  of the Company in July 1992.  Mr.  Slovin is a graduate of Harvard Law
School and Cornell University.  Since 1980, he has been president and a director
of MacAndrews & Forbes Group, Inc., an industrial  holding company.  Since 1985,
he has been  president and a director of Revlon Group  Incorporated,  a consumer
products holding company. In addition, Mr. Slovin is a director of Andrews Group
Incorporated  (industrial  holding company),  M&F Worldwide Corp.,  (producer of
licorice  extract  and  other  flavoring  agents),   Cantel   Industries,   Inc.
(distributor  of medical  equipment)  and The  Coleman  Company,  Inc.  (outdoor
recreational equipment manufacturer).

ITEM 11.       EXECUTIVE COMPENSATION.

        Executive  officers of the Company who are also  officers of CHA,  other
than Jack  Rosen,  receive  annual  compensation  from CHA and receive no annual
compensation  from the Company.  Services of these  officers are included in the
services provided to the Company by CHA, for which it receives a management fee.

                                              3

<PAGE>



        The  following  table  sets forth the  annual  compensation  paid by the
Company or CHA  (including  annual  compensation  paid by CHA for  services  not
related to the  Company),  and the long-term  compensation  paid by the Company,
during the years  ended June 30,  1997,  1996 and the six months  ended June 30,
1995,  to the chief  executive  officer of the  Company and to each of the other
executive  officers  of the Company at that date whose  annual  salary and bonus
from the Company and CHA during 1997 totalled more than $100,000:

<TABLE>
<CAPTION>

                                           SUMMARY COMPENSATION TABLE
                                        Annual Compensation             Long-Term Compensation
                                                                           Awards           Payouts
                                                           Other
                                                          Annual   Restricted                         All Other
                                                          Compen-     Stock     Options/     LTIP      Compen-
  Name and Principal                Salary      Bonus     sation    Award(s)      SARs      Payouts    sation
      Position(1)         Year        ($)        ($)        ($)        ($)         (#)        ($)        ($)

<S>                       <C>         <C>                 <C>         <C>         <C>    
Jack Rosen                1997        368,000(150,000(2)                           200,000
  Chairman of the Board   1996        300,000(2) None      None       None              --   None       None
  and Chief Executive    1995*        150,000(2) --                                     --
  Officer

Pritpal Virdee            1997        137,000      7,000                            10,000
  Executive Vice President1996        130,000         --   None       None           2,500   None       None
                         1995*         65,000         --                                --
Benjamin Geizhals         1997        137,712(3)                                     5,000
  Vice President          1996        130,000(3)    None   None       None           2,000   None       None
                         1995*         65,000(3)                                        --

S. Colin Neill            1997        147,212(3)                                    25,000
  Vice President and      1996                      None   None       None                   None       None
  Chief Financial Officer 1995*

-----------
*       Six months ended June 30, 1995.
(1)     Officers devoted 100% of their time to the Company, except Mr. Rosen (who devoted approximately 33% of his time),
        and Mr. Geizhals (who devoted approximately 50% of his time) to the Company.  Mr. Pennessi served as President and
        Chief Operating Officer until June 1, 1996 at which time he became Executive Vice President.  Mr. Pennessi left the
        Company in November 1996.  Mr. Rosen assumed the office of President on June 1, 1996.
(2)     Since August 1992, Mr. Rosen had been employed part-time by the Company.  His annual salary paid by the Company
        was $100,000 until November 1996 and $150,000 thereafter.  The bonus paid by the Company was $75,000.  The
        remainder of his working time is devoted to his duties as Chairman of CHA.
(3)     The compensation of Mr. Geizhals and Mr. Neill is paid entirely by CHA.  Their services are made available to the
        Company under its Management Agreement with CHA.

</TABLE>


                                              4

<PAGE>



Directors' Compensation

        Each director who does not  otherwise  receive a salary from the Company
receives a director's  fee of $5,000 per year.  In addition,  under  Infu-Tech's
1996 Stock Option Plan,  each member of the  committee  which awards  options to
Infu-Tech  officers (Joseph Giglio,  Carl Glickman and Bruce Slovin) received an
option to purchase  10,000  shares  when the Plan was  adopted  and  receives an
option to purchase 5,000 shares each year after that.

Option Plans

        The  following  table  sets forth  certain  information  with  regard to
options  granted during 1996 to the Company's  chief  executive  officer and its
other executive  officers whose salary and bonus from the Company and CHA during
1997 totalled more than $100,000:


<TABLE>
<CAPTION>

                                 OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                                           Potential Value at Assumed Annual
                                                                           Rates of Stock Price Appreciation For
                             Individual Grants                                     Option Term
                                 Percent of Total
                       Number of   Options/SARs
                  Securities under  Granted to     Exercise 
                      option/SARs  Employees in    of Base
        Name          Granted (#)  Fiscal Year%  Price ($/Sh) Expiration Date    5% ($)        10% ($)
<S>                       <C>            <C>           <C>        <C>            <C>          <C>
Jack Rosen                 200,000        59.5%          4.25     10/29/03       346,000       806,000
Pritpal Virdee              10,000           3%         4.125     10/18/06        25,950        65,750
Benjamin Geizhals            5,000         1.5%         4.125     10/18/06        12,975        32,875
S. Colin Neill              25,000         7.4%          4.19     07/08/06        66,000       167,000
</TABLE>


        The  following  table  sets forth  certain  information  with  regard to
exercises of options and SARs held at June 30, 1997.


<TABLE>
<CAPTION>
                        AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                AND FISCAL YEAR-END OPTION/SAR VALUES

                                                           Number of Unexercised Value of Unexercised in-the-
                         Shares Acquired                    Options/SARs at Fisc  Money Options/SARs at
         Name             Exercise (#)    Value Realized ($)    Year-End*         Fiscal Year End ($)**
                                                             Exercisable(E)/        Exercisable(E)/
                                                             Unexercisable(U)       Unexercisable(U)

<S>                        <C>               <C>                    <C>                          <C> 
Jack Rosen                     --               --                   230,000 (E)                  0(E)
                                                                            0(U)                  0(U)

Pritpal Virdee                 --               --                     20,000(E)             12,500(E)
                                                                            0(U)                  0(U)

Benjamin Geizhals              --               --                      7,000(E)              4,688(E)
                                                                            0(U)                  0(U)

S. Colin Neill                 --               --                     25,000(E)                  0(E)
                                                                            0(U)                  0(U)
----------
*       The Corporation has not granted any SARs.
**      Based upon the amount by which the market price of the Company's Common
        Stock on June 27, 1997 ($4.125 per share) exceeded the exercise
        price of the options.
</TABLE>




                                              5

<PAGE>



Compensation Committee Interlocks and Insider Participation

        During  the  year-ended  June  30,  1997,  the  Company's   Compensation
Committee  reviewed and approved the  compensation of the Chairman of the Board.
Compensation of the Company's senior executive officers, other than its Chairman
of the Board and chief executive officer, was set by the Chairman of the Board.

        During the year ended June 30, 1997, the Company was charged  $27,000 by
a corporation owned by Jack Rosen, the Chairman of the Board of the Company, for
use of an airplane owned by that corporation.  The Company believes the rates it
was charged for use of that airplane were lower than those which would have been
available from an independent charter company for use of a similar airplane.

        All the members of the Company's  Board of Directors are also  directors
of CHA.  Also,  three of the members of the  Company's  Board of  Directors  are
officers of CHA.  Transactions between the Company and CHA during the year ended
June 30, 1997 were as follows:

        Prior to the initial  public  offering of the  Company's  Common  Stock,
completed on December 31, 1992, all the Company's capital stock was owned by CHA
and the Company was operated as a wholly owned  subsidiary of CHA. This included
CHA's making  available to the Company  services of CHA's senior  management and
financial, accounting, legal and other administrative personnel.

        In connection with the initial public  offering of the Company's  Common
Stock,  the  Company  and CHA  entered  into a  Management  and  Non-Competition
Agreement  under which,  until  September 30, 1997,  (i) CHA will provide to the
Company  services  of a chief  financial  officer,  a general  counsel and other
senior  executives,  other than a chief  executive  officer  (which will be Jack
Rosen or another person paid by the Company) and a principal  accounting officer
(which, if different from the chief financial officer,  will be a person paid by
the Company),  (ii) neither CHA nor the Company will make any loans to the other
of them,  (iii) all other  transactions  between  the Company and CHA will be on
terms  determined  by the  Board  of  Directors  of the  Company  to be no  less
favorable to the Company than the terms which would be available  from unrelated
parties,  (iv) CHA will not  directly or  indirectly  engage in the  business of
providing  infusion  therapy to patients at home or in nursing  homes or similar
long  term  care  facilities  (other  than  those  owned or  operated  by CHA or
subsidiaries)  and (v) the  Company  will not  directly  or  indirectly  operate
nursing  homes or similar  long term care  facilities.  The  Company  pays CHA a
management  fee under the  agreement  equal to 1.6% of the  Company's  revenues.
CHA's liability for providing  services to the Company will be limited to losses
resulting from willful malfeasance,  bad faith or gross negligence.  The Company
will indemnify CHA and its officers,  employees and agents, for losses resulting
from the  provision  of services  under the  agreement,  except when there is an
adjudication  that  the loss  resulted  from the  indemnified  person's  willful
misfeasance,  bad faith or gross  negligence.  During  1997 the  management  fee
charged to the Company by CHA totalled $416,000.  On August 8, 1997, the term of
the Management and Non-Competition Agreement was extended to September 30, 2000.

        During  1997,  among the  nursing  homes  with  which the  Company  does
business  were  seven  facilities  which  were owned or managed by CHA and three
facilities   which  are  owned  by  companies   controlled  by  CHA's  Principal
Stockholders.  During 1997,  the  Company's  sales to the nursing homes owned or
managed by CHA totalled  $564,000.  At June 30,  1997,  the  Company's  accounts
receivable  from those  nursing  homes  totalled  $1,214,000.  During 1997,  the
Company  realized  revenues of $428,000 or 7.1% of the Company's  total contract
services  revenues,  from the sale of products  and services to residents of the
seven nursing homes owned or managed by CHA and the three nursing homes owned by
companies controlled by CHA's Principal Stockholders.

        The Company was paid $628,000 in February  1992 in  connection  with the
settlement  of a lawsuit by the  purchaser of CHA's  former Home Nurse  Staffing
Division. In connection with the settlement, the

                                              6

<PAGE>



Company agreed not to compete with the purchaser in providing  nursing  services
in California, Arizona and Tennessee for a period of five years and terminated a
non-competition provision which had barred the purchaser from providing infusion
therapy  services.  The restrictions  against  providing nursing services do not
affect the manner in which the Company is currently doing business,  and has not
had a material adverse effect on the Company's business.

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

        The following table contains information concerning the ownership of the
Company's Common Stock at September 23, 1997 by each person known to the Company
to be a beneficial  owner of more than 5% of any class of the  Company's  voting
security,  by the Company's directors,  by each of the executive officers of the
Company who is among the five most highly compensated  executive officers of the
Company  in 1997 and by  directors  and  executive  officers  as a group  are as
follows:

<TABLE>
<CAPTION>

                                                         Amount and Nature of
     Title of Class      Name and Address of Beneficial  Beneficial Ownership    Percent of Class
                         Owner

<S>                      <C>                                        <C>                      <C>  
      Common Stock       Continental Health Affiliates, Inc.        1,870,000                57.5%
                         910 Sylvan Avenue                             shares
                         Englewood Cliffs, NJ 07632
      Common Stock       Joseph Giglio                               30,000 (a)                  (b)
                         4350 East West Highway, Suite 600             shares
                         Bethesda, MD 20814

      Common Stock       Jack Rosen                                  230,000(a)               6.6%
                         910 Sylvan Avenue                             shares
                         Englewood Cliffs, NJ 07632
      Common Stock       Joseph Rosen                                 10,000(a)                  (b)
                         910 Sylvan Avenue                             shares
                         Englewood Cliffs, NJ 07632
      Common Stock       Israel Ingberman                             10,000(a)                  (b)
                         910 Sylvan Avenue                             shares
                         Englewood Cliffs, NJ 07632
      Common Stock       Carl D. Glickman                            30,000 (a)                  (b)
                         The Leader Building, Suite 1140               shares
                         Cleveland, OH  44114
      Common Stock       Bruce Slovin                                30,000 (a)                  (b)
                         35 E. 62nd Street                             shares
                         New York, NY  10021
      Common Stock       Pritpal Virdee                              20,000 (a)                  (b)
                         910 Sylvan Avenue                             shares
                         Englewood, NJ  07632
      Common Stock       S. Colin Neill                              25,000 (a)                  (b)
                         910 Sylvan Avenue                             shares
                         Englewood Cliffs, NJ 07632
      Common Stock       Benjamin Geizhals                             7,000(a)                  (b)
                         910 Sylvan Avenue                             shares
                         Englewood Cliffs, NJ 07632
      Common Stock       All directors and executive                 392,000(a)              10.8%
                           officers as a group (10 persons)            shares
---------
(a)     Consists entirely of shares which may be purchased on exercise of options which were exercisable within 60 days
        after September 30, 1997.
(b)     Less than 1%.
</TABLE>

        At September 30, 1997 Jack Rosen, who is the chief executive officer and
a director  of the  Company,  and Joseph  Rosen and  Israel  Ingberman,  who are
directors  of the  Company,  owned 13.2%,  9.1% and 8.6%,  respectively,  of the
outstanding  common stock of CHA. Other directors and executive  officers of the
Company owned, in total,  an additional 3.5% of the outstanding  common stock of
CHA.



<PAGE>




        On September 23, 1997 Cede & Co. owned of record 1,313,059 shares of the
Company's Common Stock,  constituting 40.4% of the outstanding Common Stock. The
Company  understands  those shares were held beneficially for members of the New
York  Stock  Exchange,  some  of whom  may in  turn  have  been  holding  shares
beneficially for customers.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Transactions  between  the  Company  and  its  Board  of  Directors  are
described under "Compensation Committee Interlocks and Insider Participation."

Filing of Reports

        To the best of the Company's knowledge,  no director,  executive officer
or beneficial  owner of more than 10% of the Company's stock failed to file on a
timely basis  reports  required by ss. 16(a) of the  Securities  Exchange Act of
1934, as amended, with regard to the year ended June 30, 1997.




<PAGE>


                                          SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange  Act of 1934,  the Company has duly  caused this  Amended  Report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                              INFU-TECH, INC.


Date:  October 29, 1997               By:----------------------------------
  /s/ Benjamin Geizhals                         Benjamin Geizhals
                                          Vice President and General Counsel

                                             S-1

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