SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                               FORM 10-K / A

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended     March 31, 1998

OR

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

For the transition period from _______________to_______________


                   Commission file number   1-9848

                        CARETENDERS HEALTH CORP.
       (Exact name of registrant as specified in its charter)

            Delaware                      06-1153720
(State or other jurisdiction of         (IRS Employer
incorporation or organization)        Identification No.)


100 Mallard Creek Road, Suite 400, Louisville, Kentucky       40207
(Address of principal executive offices)                   (Zip Code)

                             (502) 899-5355
         (Registrant's telephone number, including area code)

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


Title of each class                  Name of each exchange on which registered
Common stock, par value $.10 per share            Nasdaq National Market

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  the  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.

As of July  27, 1998, 3,130,413   shares of  the registrant's common  stock
were outstanding.  The aggregate market value of Registrant's voting common
stock held by  non-affiliates of  the registrant as  of July  27, 1998  was
approximately $12,481,652 (based on the last sale price  of a share of  the
common stock  as of  July 27,  1998 ($4.00),  as reported  by the  National
Association of  Securities  Dealers, Inc.  Automated  Quotation  ("NASDAQ")
system).

                    DOCUMENTS INCORPORATED BY REFERENCE
                                   None.
<PAGE>

ITEM 10.  COMPLIANCE WITH SECTION  16(a) OF THE SECURITIES EXCHANGE ACT OF
1934

Section 16 (a) of the Securities  Exchange Act of 1934 requires the  Company's
directors and executive officers, and persons who own more than ten percent of
a registered  class of  the  Company's equity  securities,  to file  with  the
Securities and Exchange Commission initial reports of stock ownership and 
reports of changes in stock ownership  and to provide the  company with copies
of  all such forms they file.  Based  solely on its review  of such copies or 
written representations from reporting persons, the Company believes that all 
reports were filed on a timely basis.

ITEM 11.  EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation paid by the
Company for services rendered in all  capacities during the last three  fiscal
periods to  the  Chief  Executive Officer  and  the  most  highly  compensated
executive officers during fiscal year 1998.

<TABLE>
<CAPTION>
                          Summary Compensation Table
                         ----------------------------
                                                           Long-Term
                                                          Compensation
                                                          ------------
                                                           Securities
                               Annual Compensation         Underlying
                               ----------------------       Options/
 Name and Principal    Year     Salary       Bonus           (No. of
      Position                                               Shares)
--------------------  ------  ----------   -----------   ----------------
<S>                   <C>     <C>          <C>           <C>
William B. Yarmuth     1998   $190,000     $ 75,596                  0
Chairman of the        1997    190,000            0                  0
Board,President and    1996    229,413      126,500 (1)         50,000
Chief Executive Officer

Mary A. Yarmuth        1998    129,854       36,904                  0
Senior Vice            1997    126,058            0                  0
President - Service    1996    125,000       31,250             15,000
Development        

C. Steven Guenthner    1998    129,854       36,904                  0
Senior Vice President, 1997    126,058            0                  0
Secretary/Treasurer    1996    125,000       31,250             15,000
and Chief Financial Officer

T. Ric Pritchard       1998      9,615  (2)   2,733             20,000
Senior Vice President- 1997        N/A          N/A                N/A
Operations             1996        N/A          N/A                N/A
          
Patrick T. Lyles       1998     43,386  (3)  12,330             20,000
Senior Vice President- 1997        N/A          N/A                N/A
Planning and           1996        N/A          N/A                N/A
Development 

<FN>
(1)  On January 1, 1996 Mr.  Yarmuth entered into a new employment  agreement
     with the  Company.   Of  the  bonus amount  shown,  $60,000 was  paid  in
     consideration of Mr. Yarmuth entering into  the new agreement and  making
     certain concessions in compensation and other benefits as compared to his
     previous agreement see William  Yarmuth Employment Agreement below  for
     more information.
(2)  Mr. Pritchard was employed by the Company on February 16, 1998
(3)  Mr. Lyles was employed by the Company on October 6, 1997

</TABLE>

Option Grants in Fiscal 1998

Mr. Pritchard was awarded options to  purchase 20,000 shares of the  Company's
common stock at  $7.95 per share.  Mr. Lyles was  awarded options to  purchase
20,000 shares of  the Company's common  stock at $8.50  per share.   No  other
stock options or stock appreciation rights were awarded to the named executive
officers during the 1998 fiscal year.

<PAGE>

Compensation of Directors

Directors  who  are  not  also  employees  of  the  Company  are  entitled  to
compensation at a rate of $1,250 for each Board of Directors meeting  attended
and $250 for each committee meeting attended that is scheduled  independently.
In addition,  non-employee directors  are eligible  to receive  stock  options
under the Caretenders  Health Corp. 1993  Stock Option  Plan for  Non-Employee
Directors (the Directors' Plan) adopted by  the Board on February 17,  1993,
and subsequently  approved by  stockholders.   Pursuant to  the terms  of  the
Directors' Plan,  Mr. Bing was granted options to purchase 2,000 shares of the
Company's Common Stock at $7.125 per share, and Messrs. McGinnis and McClinton
were each granted  options to purchase  2,000 shares of  the Company's  Common
Stock at  $8.125  per  share..   The  Directors'  options vest  25%,  the  day
following six months after the date  of grant, and 25%  on each of the  first,
second, and third anniversary dates of the grant.

William Yarmuth Employment Agreement

On January 1, 1996, the Company  entered into a new employment agreement  with
William B. Yarmuth, its Chairman of  the Board, President and Chief  Executive
Officer.  The  initial term of  the agreement is  three years with  subsequent
automatic one-year renewals.  This  agreement replaced Mr. Yarmuth's  previous
agreement which was not scheduled to expire until 1998  Under the terms of the
new agreement, Mr. Yarmuth will earn an annual base salary of $190,000 and  be
eligible for a performance based cash incentive of 35% of annual base  salary.
The agreement includes a covenant not to compete for a period of two years and
potential termination payments of two times annual salary.

Upon entering into this  new agreement, Mr. Yarmuth  received a one-time  cash
payment of $60,000 and was awarded an option to purchase 25,000 shares of  the
Company's common stock pursuant to the 1987 Nonqualified Stock Option plan  at
fair value at the date of grant January 1, 1996 ($5.88).


  Aggregate Option Exercises in Last Fiscal Year and Year-End Option Values

Set forth below is information with respect to unexercised stock options  held
by the executive officers named in the Summary Compensation Table at March 31,
1998.  None of the named executive officers exercised any stock options during
the 1998 fiscal year.

<TABLE>
<CAPTION>



                                          
                                 In-the-Money Options    Value of Unexercised
             Shares             Number of Unexercised    In-the-Money Options
            acquired          Options at Fiscal Yearend  at Fiscal Yearend(1)
               on     Value   ------------------------- ------------------------
Name        exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---------- --------- -------- ----------- ------------- ----------- -------------
<S>        <C>       <C>      <C>         <C>           <C>         <C>
William B.       0        0      122,280        27,720          0              0
Yarmuth

Mary A.          0        0       48,600         9,900    $71,760              0
Yarmuth

C. Steven        0        0       25,100         9,900          0              0
Guenthner

T. Ric           0        0        5,000        15,000          0              0
Pritchard

Patrick T.       0        0        5,000        15,000          0              0
Lyles


<FN>
(1) These amounts represent the market value less the exercise price.   The
    market value of the common stock was $7.75 based on the closing price
    per share at March 31, 1998, on the NASDAQ National Market.

<PAGE>
    
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT

Based on information filed with the Securities and Exchange Commission and the
Company's stock  records,  the  following  table  sets  forth  the  beneficial
ownership of the Common Stock as of June 30, 1998, by (I) beneficial owners of
more than five percent of the Common Stock, (ii) each director and nominee for
director, (iii) current named  executive officers and  (iv) all directors  and
officers of the Company as a group.


</TABLE>
<TABLE>
<CAPTION> 
                                                Shares of Capital
                                         Stock Beneficially Owned (1)(2)
                                       -------------------------------------
Name and Address                       Amount and Nature          Percentage
Directors and Executive Officers      of Beneficial Ownership      of Class
-----------------------------------   -------------------------  ------------
<S>                                   <C>                        <C>
William B. Yarmuth                              343,573 (3)          10.35%
100 Mallard Creek Road, Suite 400
Louisville, KY 40207
Mary A. Yarmuth                                 343,573 (4)          10.35%
C. Steven Guenthner                              40,651 (5)           1.29%
Steven B. Bing                                   11,840 (6)             *
Patrick B. McGinnis                              16,500 (7)             *
Donald G. McClinton                              15,500 (7)             *
Tyree Wilburn                                    12,500 (8)             *
Jonathan Goldberg                                 9,000 (9)             *
Wayne Smith                                      31,500 (9)             *
T. Ric Pritchard                                  5,000 (9)             *
Patrick T. Lyles                                  6,000 (9)             *

Directors and Officers
as a Group (11 Persons)                         492,128 (11)         14.43%

Additional Five Percent Beneficial Owners
-----------------------------------------

HEALTHSOUTH Rehabilitation Corporation        1,015,101 (10)         32.43%
Two Perimeter Park South
Birmingham, AL 35243

Heartland Fund Advisors                         520,700              16.63%

Robert N. Yarmuth                               157,723               5.04%
100 Mallard Creek Road, Suite 400
Louisville, KY 40207


*  Represents less than 1% of the class.
</TABLE>
<PAGE>


(1)  Based upon information furnished to the Company by the named persons, and
     information  contained  in  filings  with  the  Securities  and  Exchange
     Commission (the  _Commission_).   Under the  rules of  the Commission,  a
     person is deemed to beneficially own shares over which the person has  or
     shares voting or investment power or has the right to acquire  beneficial
     ownership within 60 days.  Unless  otherwise indicated, the named  person
     has the sole voting  and investment power with  respect to the number  of
     shares of Common Stock set forth opposite such person's name.

 (2) Assumes inclusion of the shares of common stock issuable upon exercise of
     outstanding  redeemable  warrants;   assumes  conversion   of  series   A
     Convertible Preferred Stock into Common Stock.

(3)  Includes  8,886  shares  as  to  which  Mr.  Yarmuth  shares  voting  and
     investment powers as  a family  trust and  an option  for 136,140  shares
     vested and  exercisable, and  53,550 exercisable  options owned  by  Mrs.
     Yarmuth in addition to 12,927 shares owned directly by Mrs. Yarmuth.

(4)  Includes the same ownership components as stated for Mr. Yarmuth.

(5)  Includes 30,050 shares subject to currently exercisable options.

(6)  Includes 11,500 shares subject to currently exercisable options.

(7)  Includes 10,500 shares subject to currently exercisable options.

(8)  Includes 7,500 shares subject to currently exercisable options.

(9)  Includes 5,000 shares subject to currently exercisable options.

(10) Includes currently  exercisable  warrants  for the  purchase  of  200,000
     shares of Common Stock.   In addition, HEALTHSOUTH  owns warrants for  an
     additional 66,600 Series A Convertible Preferred Shares.

(11) Includes currently exercisable options held by all directors and officers
     as a group to purchase 229,480 shares of Common Stock.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company  has  an  agreement  with  HEALTHSOUTH  under  which  HEALTHSOUTH
purchases  certain  durable  medical   equipment and  prosthetic and  orthotic
appliances (to fill HEALTHSOUTH's normal business requirements of such  items)
from the Company. During the  years ended March 31,  1998, 1997 and 1996,  the
Company realized  sales of  less  than $85,000  to  HEALTHSOUTH at  terms  the
Company  normally offers  its customers.


SIGNATURES

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


Date:  July 29, 1998                    Caretenders Health Corp.
                                        (Registrant)

                                        By:/s/ C. Steven Guenthner 
                                        -----------------------------
                                        (Signature)

                                        C. Steven Guenthner
                                        Senior Vice President, Chief Financial
                                        Officer, and Secretary/Treasurer