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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                 FORM 10-K/A2

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                      For the year ended December 31, 1997
                       Commission File Number: 34-0-20400


                       UNIVERSAL STANDARD HEALTHCARE, INC.
             (Exact name of Registrant as specified in its charter)


<TABLE>
<S><C>
                MICHIGAN                                      38-2986640
   (State or other jurisdiction of                            (I.R.S. Employer I.D. No.)
     incorporation or organization)

26500 NORTHWESTERN HIGHWAY, SOUTHFIELD, MICHIGAN              48076
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone no. including area code:               (248) 386-5374

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

Securities registered pursuant to Section 12(g) of the Act:   COMMON STOCK
                                                              8.25% CONVERTIBLE SUBORDINATED
                                                              DEBENTURES DUE 2006
</TABLE>

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]

The aggregate market value of the voting stock of the Registrant held by
non-affiliates (2,579,486 shares on March 4, 1998) was $5,481,408. For purposes
of this computation only, all directors, executive officers and owners of more
than 5% of the Registrant's voting stock are assumed to be affiliates.

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Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the latest practicable date: 6,569,513 shares of Common Stock
outstanding as of March 4, 1998.

DOCUMENTS INCORPORATED BY REFERENCE:  None





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                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  (1) A list of the financial statements required to be filed as
         part of this Form 10-K is included under the heading "Item 8.
         Financial Statements and Supplementary Data" in this Form 10-K
         and incorporated herein by reference.

     (2) The financial statement schedule required to be filed as part
         of this Form 10-K is included under the heading "Item 8.
         Financial Statements and Supplementary Data" in this Form 10-K
         and incorporated herein by reference. Such schedule is filed
         with this Form 10-K.

     (3) A list of the exhibits required to be filed as part of this
         Form 10-K is included under the heading "Exhibit Index" in
         this Form 10-K and incorporated herein by reference. The list
         identifies each management contract and compensatory plan or
         arrangement required to be filed as an exhibit hereto.

(b)      None.

(c)      See "Exhibit Index" in this Form 10-K for a description of the 
         exhibits filed with this Form 10-K.





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                                   SIGNATURES

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


UNIVERSAL STANDARD HEALTHCARE, INC.

By: /s/ ALAN S. KER
-------------------------------------
Alan S. Ker
Vice President Finance, Treasurer and Chief Financial Officer

   
Dated:  May 28, 1998
    


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                                  EXHIBIT INDEX
   
NOTE:  Footnotes (1) through (19), which were inadvertenly omitted from the 
       initial filing, have been included with this amendment.  The Exhibit 
       Index is otherwise unchanged.
    



EXHIBIT NO.               DESCRIPTION
-----------               -----------

3.1(b)         Certificate of Amendment to the Articles of Incorporation
               of the Company effective August 25, 1997 and Restated
               Articles of Incorporation of the Company. (19)

3.2(b)         Bylaws of the Company, Amended and Restated August 25, 1997. (19)

4.6            Indenture, dated February 20, 1996, relating to 8.25%
               Convertible Subordinated Debentures due February 1, 2006,
               including form of Convertible Subordinated Debenture, table of
               contents and cross reference sheet. (12)

4.7            Revolving Credit and Loan Agreement dated April 30, 1997 between 
               the Company and its subsidiaries and NBD Bank. (17)

4.7(a)         Covenant Waiver Letter dated July 29, 1997 between NBD Bank and 
               the Company and its subsidiaries. (18)

4.7(b)         Waiver of Loan Agreement Covenants between National Bank of 
               Detroit and the Company dated November 5, 1997. (19)

4.7(c)         First Amendment to Revolving Credit and Loan Agreement between 
               the Company and its subsidiaries and NBD Bank, dated September 
               26, 1997. (19)

4.7(d)         Second Amendment to Revolving Credit and Loan Agreement between
               the Company and its subsidiaries and NBD Bank, dated November 30,
               1997. (1)

4.7(e)         Third Amendment to Revolving Credit and Loan Agreement between 
               the Company and its subsidiaries and NBD Bank, dated February 2, 
               1998. (1)

4.7(f)         Fourth Amendment to Revolving Credit and Loan Agreement between 
               the Company and its subsidiaries and NBD Bank, dated March 12, 
               1998. (1)

               Other instruments, notes or extracts from agreements
               defining the rights of holders of long-term debt of the
               Company or its subsidiaries have not been filed because (i)
               in each case the total amount of long-term debt permitted
               thereunder does not exceed 10% of the Company's consolidated
               assets, and (ii) the Company hereby agrees that it will
               furnish such instruments, notes and extracts to the
               Securities and Exchange Commission upon its request.

10.1           Agreement and Plan of Merger and Recapitalization dated as of
               August 31, 1992. (2)








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10.5(f)*       Employment Agreement dated as of September 11, 1995 between
               Lou Gorga and the Company.  (10)

10.5(h)*       Employment Agreement dated as of  March 12, 1996  between
               Eugene Jennings and the Company, with exhibits. (12)

10.6(a)(1)*    1992 Stock Option Plan (as amended and restated August 25, 1997).
               (19)

10.6(b)*       1994 Performance Stock Option - Executive Officer. (7)

10.6(d)*       Incentive Stock Option - Executive Officers, as amended. (12)

10.6(e)(1)*    Incentive Stock Option Award Program. (14)

10.6(f)*       Employee Stock Purchase Plan (as amended and restated
               August 25, 1997).  (19)

10.6(h)*       First Amendment of 1994 Performance Stock Option - Executive
               Officers Agreement by and between Perry C. McClung and the
               Company. (13)

10.6(i)*       Stock Option Agreements by and between Perry C. McClung and
               the Company, dated November 5, 1992, August 2, 1993,
               December 6, 1994 and December 5, 1995 and related amendments
               thereto. (13)

10.6(j)*       First Amendment to 1994 Performance Stock Option - Executive
               Officers Agreement by and between Alan S. Ker and the Company. 
               (13)

10.6(k)*       Stock Option Agreements by and between Alan S. Ker and the
               Company, dated November 5, 1992, August 2, 1993, December 6,
               1994 and December 5, 1995 and related amendments thereto.
               (13)

10.6(l)*       First Amendment to Incentive Stock Option - Executive Officers
               Agreement, dated September 11, 1995, by and between Lou Gorga and
               the Company. (13)

10.6(m)*       Stock Option Agreement, dated December 5, 1995, by and between 
               Lou Gorga and the Company and related amendments thereto. (13)

10.7           Stockholders Agreement dated June 28, 1991, by and among
               Elan Holdings Corp. and certain shareholders. (2)

10.8           Registration Rights Agreement among Elan Holdings Corp.
               and certain shareholders. (2)

10.9           Stock Purchase Warrant dated June 18, 1992 granted to
               WestSphere Funding, Ltd.  (2)






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<PAGE>   7

10.10*         USML, Inc. Tax Deferred Savings Plan and Trust Agreement
               of the Company. (2)

10.10(a)*      Amendment No. 1 to the Equitable Life Assurance Society of the 
               United States Defined Contribution Plan and Trust Basic Plan 
               Document No. 03.  (16)

10.10(b)*      Second Amendment to the USML Tax Deferred Savings And Trust Plan.
               (16)

10.10(c)*      Third Amendment to the USML, Inc. Tax Deferred Savings Plan. (16)

10.10(d)*      Fourth Amendment to the USML, Inc. Tax Deferred Savings Plan and
               Trust Agreement. (16)

10.10(e)*      Fifth Amendment to the USML, Inc. Tax Deferred Savings Plan and
               Trust Agreement, effective August 4, 1997. (19)

10.11(b)       Form of Lease Agreements by and between WRJ Company,
               JWJ Company and the Company (formerly LCM/Universal
               Standard, Inc.) (2)

10.11(d)       Lease Agreement dated as of November 18, 1994 between
               Jan-Jo Development Corporation and the Company. (7)

10.11(d)(1)    First Amendment to Lease, dated as of April 3, 1995, between
               Jan-Jo Development Corporation and the Company. (11)

10.11(d)(2)    Second Amendment to Lease, dated October 19, 1995, between
               Jan-Jo Development Corporation and the Company. (11)

10.11(d)(3)    Third Amendment to Lease, dated November 14, 1995, between
               Jan-Jo Development Corporation and the Company. (11)

10.11(d)(4)    Acknowledgment Agreement to Lease, dated November 16,
               1996, between Jan-Jo Development Corporation, the Company
               and Wispark Corporation. (11)

10.11(d)(5)    Fourth Amendment to Lease, dated December 15, 1995, between
               Jan-Jo Development Corporation and the Company. (11)

10.14          Management Advisory and Consulting Services Agreement
               dated as of June 28, 1991 between WestSphere Capital
               Associates, L.P. and the Company. (2)

10.20*         Non-Qualified Stock Option Agreement, dated May 31, 1992,
               with Alan Ker. (3)

10.22*         Non-Qualified Stock Option Agreement, dated February 13, 1992,
               with Robert DeCresce. (3)



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<PAGE>   8

10.23*         Non-Qualified Stock Option Agreement, dated June 24, 1992,
               with Anthony Bonelli. (3)

10.24*         Non-Qualified Stock Option Agreement, dated April 13, 1993,
               with Robert DeCresce, M.D. (5)

10.25*         Non-Qualified Stock Option Agreement, dated April 13, 1993,
               with Anthony Bonelli. (5)

10.26(b)*      Directors Stock Option Plan (as amended and restated August 25,
               1997). (19)

10.27*         Executive and Key Manager Compensation Plan. (14)

10.28*         Employment Agreement between Universal Standard Medical 
               Laboratories, Inc. and Alan S. Ker dated August 4, 1998. (19)

10.29*         Employment Agreement between Universal Standard Medical 
               Laboratories, Inc. and Perry C. McClung dated June 28, 1997. 
               (19)**

10.30          Form of Executive Non-Competition and Restrictive Covenant 
               Agreement. (19)

10.31*         Universal Standard Medical Laboratories, Inc. Agreement for 
               Incentive Stock Option Award Program Incentive Stock Option 
               Agreement for Alan Ker dated September 27, 1996. (19)

10.32*         Executive Form of Universal Standard Medical Laboratories, Inc. 
               Agreement for Incentive Stock Option Award Program Incentive/
               NonQualified Stock Option Agreement for Alan Ker dated September
               27, 1996. (19)

10.33*         Universal Standard Medical Laboratories, Inc. Agreement for 
               Incentive Stock Option Award Program Incentive Stock Option 
               Agreement for Perry McClung dated May 14, 1997. (19)

10.35*         Employment Letter Agreement with Imtiaz Sattaur dated April 11, 
               1997. (1)

21.1           Subsidiaries of the Company. (1)

23.1           Consent of BDO Seidman, L.L.P. (1)

27             Financial Data Schedule (EDGAR version only)  (1)

* Management contract or compensatory plan or arrangement.

**Portions of Attachment A to this Agreement were filed separately with the
Commission pursuant to Rule 24b2 of the Securities Exchange Act of 1934
governing requests for confidential treatment of information.




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(1)    Filed herewith.

(2)    Incorporated by reference from the Company's Registration Statement on 
       Form S-1, No. 33-49092, as amended.

(3)    Incorporated by reference from the Company's 1992 Annual Report on Form 
       10-K.

(4)    Incorporated by reference from the Company's Quarterly Report on Form 
       10-Q for the Fiscal Quarter ended March 31, 1993.

(5)    Incorporated by reference from the Company's 1993 Annual Report on Form
       10-K.

(7)    Incorporated by reference from the Company's 1994 Annual Report on Form 
       10-K.

(10)   Incorporated by reference from the Company's Quarterly Report on Form 
       10-Q for the Fiscal Quarter ended September 30, 1995.

(11)   Incorporated by reference from the Company's Registration Statement on 
       Form S-2, No. 33-80187, as amended.

(12)   Incorporated by reference from the Company's 1995 Annual Report on Form 
       10-K.

(13)   Incorporated by reference from the Company's Quarterly Report on Form 
       10-Q for the Fiscal Quarter ended June 30, 1996.

(14)   Incorporated by reference from the Company's Quarterly Report on Form 
       10-Q for the Fiscal Quarter ended September 30, 1996.

(15)   Incorporated by reference from the Company's Current Report on Form 8-K
       filed January 4, 1997.

(16)   Incorporated by reference from the Company's 1996 Annual Report on Form
       10-K.

(17)   Incorporated by reference from the Company's Quarterly Report on Form
       10-Q for the Fiscal Quarter ended March 31, 1997.

(18)   Incorporated by reference from the Company's Quarterly Report on Form
       10-Q for the Fiscal Quarter ended June 30, 1997.

(19)   Incorporated by reference from the Company's Quarterly Report on Form
       10-Q for the Fiscal Quarter ended September 30, 1997.





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