Amendment No. 1
                                                             Filed July 29, 1997


                        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, 1997

  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,                       Nasdaq National Market
       par value $.10 per share


  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 25, 1997, 3,129,413   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 25, 1997 was approximately
  $23,801,122 (based on the last sale price  of  a share of the common stock  as
  of July  25,  1997  ($7.63),  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
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 1997.

<TABLE>
<CAPTION>

                             Summary Compensation Table

                                                                   Long-Term
                                                                  Compensation
                                                                   Securities
                                                                   Underlying
                                       Annual Compensation          Options/

     Name and Principal       Year     Salary       Bonus           (No. of
          Position                                                  Shares)

 <S>                         <C>       <C>        <C>              <C>
  William B. Yarmuth          1997      190,000        -               -
  Chairman of the Board,      1996      229,413    126,500  (1)      50,000
  President and Chief         1995      230,577     81,000             -
  Executive Officer

  Mary A. Yarmuth             1997      126,058        -               -
  Senior Vice President -     1996      125,000     31,250           15,000
  Operations                  1995      111,154     25,000             -

  C. Steven Guenthner         1997      126,058        -               -
  Senior Vice President,      1996      125,000     31,250           15,000
  Secretary/Treasurer and     1995      111,154     25,000             -
  Chief Financial Officer


<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.
</FN>
</TABLE>
<PAGE>

OPTION GRANTS IN FISCAL 1997

No stock options or stock appreciation rights were awarded to the named
executive officers during the 1997 fiscal year


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 10,000 shares of the Company's Common Stock
at $9.69 per share, Messrs. McGinnis  and McClinton were each granted options to
purchase 10,000 shares  of the  Company's Common Stock  at $8.13  per share, Mr.
Wilburn was granted  options to purchase  10,000 shares of  the Company's Common
Stock at $7.88 per share and Messrs.  Goldberg and Smith were granted options to
purchase 10,000 shares of the Company's Common Stock at $6.00 per share and 
$6.38 per share respectively.  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 31,1997.
None of the named executive officers exercised any stock options during the 1997
fiscal year.

<TABLE>
<CAPTION>


                     Shares              Value of Unexercised
                   acquired             Number of Unexercised    In-the-Money Options
                      on       Value   Options at Fiscal Yearend at Fiscal Yearend (1)
Name               exercise  realized  Exercisable Unexercisable Exercisable  Unexercisable
<S>               <C>       <C>       <C>          <C>          <C>          <C>
William B. Yarmuth    0        0         122,280      27,72          0            0
                                                           
Mary A. Yarmuth       0        0          48,600       9,900     $71,760          0
                                                           
C. Steven Guenthner   0        0          25,100       9,900         0            0
<FN>

(1)  These amounts  represent the  market value  less the  exercise price.   The
     market value of the common  stock was $5.63 based  on the closing bid price
     per share at March 31, 1997, on the NASDAQ over-the-counter market.

</FN>
</TABLE>
<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, 1997, 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>


                                   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>                       <S>
  William B. Yarmuth                                     324,763 (3)          9.87%
  100 Mallard Creek Road, Suite 400
  Louisville, KY 40207

  Mary A. Yarmuth                                        324,763 (4)          9.87%
  C. Steven Guenthner                                     35,498 (5)           1.13%
  Steven B. Bing                                          11,340 (6)           *
  Patrick B. McGinnis                                     13,500 (7)           *
  Donald G. McClinton                                     12,500 (7)           *
  Tyree Wilburn                                           10,000 (8)           *
  Jonathan Goldberg                                        6,500 (9)            *
  Wayne Smith                                             21,500               *

  Directors and Officers
  as a Group (9 Persons)                                 435,601 (11)        12.61%



  Additional Five Percent Beneficial Owners

  HEALTHSOUTH Rehabilitation Corporation               1,015,101 (10)        29.98%
  Two Perimeter Park South
  Birmingham, AL 35243

  Heartland Fund Advisors                                427,700             13.71%

  Robert N. Yarmuth                                      157,723              5.06%
  100 Mallard Creek Road, Suite 400
  Louisville, KY 40207

<FN>

  *  Represents less than 1% of the class.

</FN>
</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  122,280 shares  vested  and
    exercisable, and  48,600  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 25,100 shares subject to currently exercisable options.

(6) Includes 11,000 shares subject to currently exercisable options.

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

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

(9) Includes 2,500 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, 1997, 1996 and 1995, the Company realized sales
of $15,000,  $84,000 and  $391,000 to  HEALTHSOUTH,  respectively, at terms  the
Company   normally offers   its  customers.     The outstanding  receivable from
HEALTHSOUTH was $7,965 and $17,000 as of March 31, 1997 and 1996.

<PAGE>
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, 1997              Caretenders Health Corp.
                                    (Registrant)


                                     By:/s/ C. Steven Guethner
                                     (Signature)

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