PAGE
<PAGE>
                 U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
   
                                FORM 10-K/A
                             AMENDMENT NO. 1 TO
    
[X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

             For the Fiscal Year ended:  June 30, 1996

             OR

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        Commission File No. 1-14114

                       RETIREMENT CARE ASSOCIATES, INC.
      -----------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

           COLORADO                                     43-1441789
-------------------------------                  ------------------------
(State or Other Jurisdiction of                  (I.R.S. Employer Identi-
Incorporation or Organization)                      fication Number)

          6000 Lake Forrest Drive, Suite 200, Atlanta, Georgia  30328
   -----------------------------------------------------------
         (Address of Principal Executive Offices, Including Zip Code)

Registrant's telephone number, including area code:  (404) 255-7500

Securities registered pursuant to Section 12(b) of the Act:

    TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------------------      -----------------------------------------
Common Stock, $.0001 Par Value               New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                                            $.0001 Par Value

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 [ ]

As of September 18, 1996, 13,180,918 shares of common stock were outstanding. 
The aggregate market value of the common stock of the Registrant held by
nonaffiliates on that date was approximately $67,925,000.

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. [ ]
   
Documents incorporated by reference:  None.
    
<PAGE>
                                    PART III
   
    
   
ITEM 10.  DIRECTORS AND OFFICERS OF THE REGISTRANT.

     The Directors and Executive Officers of the Company are as follows:

      NAME            AGE             POSITION AND OFFICES HELD
-----------------     ---        -------------------------------------------
Chris Brogdon         47    President and a Director since October 1991

Edward E. Lane        60    Secretary and a Director since October 1991

Darrell C. Tucker     38         Treasurer since November 1993, and a 
                                 Director since November 1991

Julian S. Daley       69         Director since November 1993

Harlan Mathews        69         Director since July 1996

     There is no family relationship between any Director or Executive
Officer of the Company.

     The Company has no Nominating Committee, but does have a Compensation
Committee and an Audit Committee.

     The Compensation Committee consists of Julian S. Daley and Harlan
Mathews.  The Compensation Committee reviews the compensation arrangements for
each of the Company's Executive Officers and makes recommendations to the
Board of Directors. 

     The Audit Committee consists of Julian S. Daley and Harlan Mathews.  The
Audit Committee reviews audit plans, reports on material changes in accounting
principles and audit reports.

     Set forth below are the names of all Directors and Executive Officers of
the Company, all positions and offices with the Company held by each such
person, the period during which he has served as such, and the principal
occupations and employment of such persons during at least the last five
years:

     CHRIS BROGDON - PRESIDENT AND A DIRECTOR.  Mr. Brogdon has served as
President and a Director of the Company since October 1991.  He also served as
Treasurer of the Company from October 1991, to November 1993.  He served as
Secretary of Capitol Care from October 1990, until it was merged into the
Company in November 1992, and now serves in these same capacities with Capitol
Care.  Mr. Brogdon has been involved in financing and operating nursing homes
and retirement communities since 1982.  From 1969 until 1982, Mr. Brogdon was
employed in the securities business as a retail salesman.  Mr. Brogdon
attended Georgia State University in Atlanta, Georgia.  Since March 1987, Mr.
Brogdon has been Secretary/Treasurer of Winter Haven Homes, Inc. ("WHH") and
since August 1990, he has been Secretary/Treasurer of National Assistance
Bureau, Inc. ("NAB").  Both WHH and NAB are engaged in the business of owning
and operating nursing homes and retirement communities.  These two companies
either own or operate pursuant to long-term leases with options to purchase,
or are the sole or managing general partner of limited partnerships that own
or lease, a total of five properties.  Mr. Brogdon also serves as a Director
of Contour Medical, Inc., a publicly-held company, of which the Company is a
majority shareholder, and Perennial Development Corporation, a publicly-held
                               -2-


<PAGE>
company of which the Company is a minority shareholder.  Mr. Brogdon devotes
approximately 95% of his time to the business of the Company.

     EDWARD E. LANE - SECRETARY AND A DIRECTOR.  Mr. Lane has served as
Secretary and a Director of the Company since October 1991.  Mr. Lane attended 
the University of Iowa from 1954 to 1958.  From 1961 until 1968, he was
self-employed as Gene Lane & Associates where he was engaged in industrial
financing with municipal tax exempt bonds.  From 1968 until 1971, he was
employed by the investment banking firm of Johnson, Lane, Space, Smith & Co.
in Atlanta, Georgia.  From 1972 until 1984, he was self-employed as Gene Lane
& Associates where he was involved with private investment banking principally
in the areas of municipal and industrial finance.  In 1984, he was involved in
the creation of the full service investment banking firm of Lane, McNally &
Jackson where he was a principal until the firm was sold and merged into Bay
City Securities, Inc. in 1987.  In 1988, Mr. Lane co-founded Winter Haven
Homes, Inc. to acquire defaulted retirement centers and nursing homes.  Mr.
Lane also serves as President and a Director of Gordon Jensen Health Care
Association, Inc., a nonprofit corporation that owns eight nursing homes and
personal care facilities and National Assistance Bureau, Inc., a nonprofit
corporation that owns two health care facilities.  Mr. Lane is also a Director
of Contour Medical, Inc., a publicly-held company, of which the Company is a
majority shareholder.  Mr. Lane devotes approximately 95% of his time to the
business of the Company.

     DARRELL C. TUCKER - TREASURER AND A DIRECTOR.  Mr. Tucker has been a
Director of the Company since November 1991, and Treasurer since November
1993.  Mr. Tucker has also served as President of the Company's Capitol Care
subsidiary since November 1992.  He also served as President of Capitol Care
from October 1990, until it was merged into the Company in November 1992. 
From July 1990 to October 1990, he was a consultant to Winter Haven Homes,
Inc., an affiliate of the  Company.  From September 1988, to July 1990, he was
a risk manager for Pruitt Corporation where he was involved in insurance
management for 30 long-term health care facilities.  From April 1987 to August
1988, he was Chief Financial Officer for Allgood Health Care, Inc. which
managed 12 nursing home facilities.  Mr. Tucker received a Bachelors Degree in
Accounting from the University of Georgia in 1980.  Mr. Tucker is also a
Director of Contour Medical, Inc., a publicly-held company, of which the
Company is a majority shareholder.  Mr. Tucker devotes his full time to the
business of the Company.

     JULIAN S. DALEY - DIRECTOR.  Mr. Daley has been a Director of the
Company since November 1993.  Since 1975, he has been a real estate broker and
developer in Atlanta, Georgia.  From 1969 to 1975, he was engaged in financial
analysis of companies in the Southeastern United States for Reynolds
Securities, Inc. (1969 to 1974) and Fundamental Service Corporation (1974 to
1975).  From 1950 to 1969, he was a senior financial analyst with Courts & Co.
in Atlanta, Georgia.  Mr. Daley received a B.B.A. Degree from the University
of Georgia in 1950.

     HARLAN MATHEWS - DIRECTOR.  Mr. Mathews has been a Director of the
Company since July 1996.  Since 1994 he has been a partner in the law firm of
Farris, Mathews, Gilman, Branan & Hellen, P.L.C., in Nashville, Tennessee. 
From 1993 to 1994, he served as a United States Senator from the State of
Tennessee.  From 1987 to 1993, he was Deputy to the Governor of Tennessee and
Cabinet Secretary.  From 1974 to 1987, Mr. Mathews was Treasurer of the State
of Tennessee.  He received a Bachelor's Degree in Business from Jacksonville
State University in Alabama in 1949 and a Master's Degree in Public

                               -3-

<PAGE>
Administration from Vanderbilt University in 1950.  Mr. Mathews received a law
degree from the Nashville School of Law in 1962.  Mr. Mathews currently serves
as a Director of Murra Guard, Inc., a publicly-held company based in Jackson,
Tennessee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, the following persons who
were either a director, officer or beneficial owner of more than 10% of the
Company's Common Stock, failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year:  Chris
Brogdon and Connie Brogdon each filed one Form 5 late which reported six late
Form 4 transactions, filed one Form 4 late reporting two transactions, and
reported three transactions late by amendments to the Form 4 filings.  Edward
E. Lane filed one Form 5 late which reported six late Form 4 transactions, and
reported three transactions late by amendments to Form 4 filings.  Darrell C.
Tucker, Michael P. Traba and Julian S. Daley each filed one Form 4 late
reporting one transaction.

ITEM 11.  EXECUTIVE COMPENSATION.

     The following table sets forth information regarding the executive
compensation for the Company's President and each other executive officer who
received compensation in excess of $100,000 for the fiscal year ended June 30,
1996, 1995 and 1994:
<TABLE>
<CAPTION>
                                  SUMMARY COMPENSATION TABLE

                                                           LONG-TERM
COMPENSATION
                    ANNUAL COMPENSATION                   AWARDS           
PAYOUTS
                                                              SECURI-
                                                                TIES
                                                              UNDERLY-
                                           OTHER       RE-      ING            
  ALL
                                           ANNUAL   STRICTED  OPTIONS/         
 OTHER
NAME AND PRINCIPAL                         COMPEN-    STOCK     SARs    LTIP   
COMPEN-
    POSITION        YEAR   SALARY  BONUS   SATION   AWARD(S)  (NUMBER) PAYOUTS 
SATION
------------------  ----  -------- -----  --------  --------  -------- ------- 
-------
<S>                <C>   <C>       <C>    <C>      <C>       <C>       <C>    
<C>

Chris Brogdon,      1996  $171,000  -0-      -0-     -0-      105,000    -0-   
 -0-
 President          1995  $ 90,000  -0-      -0-     -0-        -0-      -0-   
 -0-
                    1994  $ 30,000  -0-      -0-     -0-      289,406    -0-   
 -0-

Darrell C. Tucker,  1996  $234,103  -0-    $14,400   -0-       52,500    -0-   
$2,000
 President of                                <FN1>                             
 <FN2>
 Subsidiary         1995  $160,000  -0-    $ 6,000   -0-        -0-      -0-   
$  665
                                             <FN1>                             
 <FN2>
                    1994  $120,000 $20,000 $ 6,000   -0-      115,764    -0-   
$  600
                                             <FN1>                             
 <FN2>
_____________________
<FN>
<FN1>
Represents an automobile allowance paid to Mr. Tucker.

                                    -4-
<PAGE>
<FN2>
Represents amounts paid for a term life insurance policy for Mr. Tucker.
</FN>
</TABLE>

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES

                                             SECURITIES        VALUE OF
                                             UNDERLYING       UNEXERCISED
                       SHARES                UNEXERCISED      IN-THE-MONEY
                      ACQUIRED               OPTIONS/SARs     OPTIONS/SARs
                         ON                   AT FY-END        AT FY-END
                      EXERCISE    VALUE      EXERCISABLE/     EXERCISABLE/
      NAME            (NUMBER)   REALIZED   UNEXERCISABLE    UNEXERCISABLE
-----------------     --------   --------   -------------    --------------

Chris Brogdon           -0-        -0-       394,406 / 0     $1,968,586 / 0
Darrell C. Tucker       -0-        -0-       168,264 / 0     $  800,444 / 0
Edward E. Lane          -0-        -0-       394,406 / 0     $1,968,586 / 0

     Effective July 1, 1995, Mr. Tucker entered into a two year employment
agreement which will continue on a year-to-year basis thereafter unless either
party decides to terminate prior to an annual renewal.  Pursuant to the
agreement he will receive an annual salary of $220,000 during the first year,
$245,000 during the second year, and his salary will increase by 10% per year
thereafter.  Mr. Tucker also receives a $1,200 per month automobile allowance,
a $1,000,000 term life insurance policy paid for by the Company, and full
family health insurance paid for by the Company.  He is also entitled to
receive options to purchase 50,000 shares of common stock under the Company's
stock option plan each year.  However, such options will only be granted in
years in which the Company increases its profits over the previous year's
profit.  Mr. Tucker has agreed that during the term of his employment, and for
a period of two years thereafter he will not engage in the business of, or be
employed by a business entity engaged in, the management of health care
facilities in the areas in which the Company does business.  Mr. Tucker has
also agreed not to disclose any confidential information or trade secrets of
the Company which he may acquire during the course of his employment.

     Until January 1, 1994, Edward E. Lane and Chris Brogdon received no
salaries for their services as Officers of the Company and they received no
other compensation, directly or indirectly, from the Company.  Messrs. Lane
and Brogdon have received compensation from Winter Haven Homes, Inc., which
owns or controls three of the facilities which are currently managed by the
Company.  Some of this compensation is in the form of financial advisory fees
which are earned by Messrs. Lane and Brogdon in connection with the financing
related to the ownership of these facilities and the rest of the compensation
is related to the fees derived by Winter Haven from its ownership and
operation of the facilities.

     Effective January 1, 1994, Edward E. Lane and Chris Brogdon each
received a salary of $60,000 per year for their services as Officers of the
Corporation.  Effective January 1, 1995, their salaries were each increased to
$120,000 per year.  Effective January 1, 1996, their salaries were each
increased to $240,000 per year.




                               -5-
<PAGE>
COMPENSATION OF DIRECTORS

     Commencing in the year ended June 30, 1994, outside Directors of the
Company received $1,000 for each Board meeting attended.  Effective July 1,
1996, outside Directors receive $500 per month.  In addition, Directors are
entitled to receive reimbursement for reasonable out-of-pocket expenses
incurred by them in attending meetings of the Board of Directors.

STOCK OPTION PLAN

     In December, 1993, the Company's Board of Directors adopted the
Company's 1993 Stock Option Plan (the "1993 Plan").  The 1993 Plan allows the
Board to grant stock options from time to time to employees, officers and
directors of the Company and consultants to the Company.  The Board has the
power to determine at the time the option is granted whether the option will
be an Incentive Stock Option (an option which qualifies under Section 422 of
the Internal Revenue Code of 1986) or an option which is not an Incentive
Stock Option.  However, Incentive Stock Options will only be granted to
persons who are key employees of the Company.  Vesting provisions are
determined by the Board at the time options are granted.  The option price
must be satisfied by the payment of cash.  The total number of shares of
Common Stock subject to options under the 1993 Plan currently may not exceed
1,682,625, subject to adjustment in the event of certain recapitalizations,
reorganizations and similar transactions.  However, the Board of Directors has
adopted an amendment to the 1993 Plan to increase the number of shares which
may be issued upon the exercise of options granted under the 1993 Plan to
2,182,625, subject to shareholder approval of this amendment.

     The Board of Directors may amend the 1993 Plan at any time, provided
that the Board may not amend the 1993 Plan to materially increase the number
of shares available under the 1993 Plan, materially increase the benefits
accruing to Participants under the 1993 Plan, or materially change the
eligible class of employees without shareholder approval.

     As of June 30, 1996, options to purchase 1,498,368 shares of Common
Stock were outstanding under the 1993 Plan to purchase exercisable at prices
ranging from $4.647 to $10.238 per share.  The exercise prices of all of the
options granted under the 1993 Plan are at least equal to the market value of
the Company's Common Stock on the date of grant.

     Included in options granted on December 14, 1993, are non-qualified
stock options granted to Chris Brogdon and Edward E. Lane, Officers and
Directors of the Company, to purchase 289,406 shares each; an incentive stock
option granted to Darrell C. Tucker, an Officer and Director of the Company,
to purchase 115,764 shares; and non-qualified stock options granted to Michael
P. Traba, a former Director, and Julian S. Daley, a Director of the Company,
to purchase 11,576 shares each.  These options are exercisable at $4.647 per
share.  Included in options granted on November 3, 1995, are non-qualified
stock options granted to Chris Brogdon and Edward E. Lane to purchase 105,000
shares each; to Darrell C. Tucker to purchase 52,500 shares; and to Michael P.
Traba and Julian S. Daley to purchase 10,500 shares each.   These options are
exercisable at $9.762 per share.

     In July 1996, the Company granted non-qualified stock options to Julian
S. Daley and Harlan Mathews each to purchase 10,000 shares of common stock at
$8.875 per share.  In addition, the Company granted non-qualified stock
options to Darrell C. Tucker to purchase 100,000 shares, and to two employees


                               -6-
<PAGE>
to purchase an aggregate of 125,000 shares, at an exercise price of $8.50 per
share.  The grant of the options exercisable at $8.50 per share is contingent
on shareholder approval of the increase in the number of shares covered by the
1993 Plan.

EMPLOYEE RETIREMENT PLAN

     During the year ended June 30, 1996, the Company established a defined
contribution retirement plan.  Employees qualify for the plan upon the
completion of three months of service with the Company and reaching the age of
twenty-one.  Company contributions to the plan represent a matching percentage
of certain employee contributions.  The matching percentage is subject to
management's discretion based upon consolidated financial performance.  For
the year ended June 30, 1996, the Company did not make any contributions to
the plan.

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

     The following table sets forth as of October 15, 1996, as to the shares
of the Common Stock beneficially owned by each person who is the beneficial
owner of more than five percent (5%) of the Company's shares, each of the
Company's Directors and by all of the Company's Directors and Executive
Officers as a group.  Each person has sole voting and investment power with
respect to the shares shown, except as noted.

<TABLE>
<CAPTION>
   NAME AND ADDRESS              AMOUNT OF BENEFICIAL          PERCENTAGE
  OF BENEFICIAL OWNER                 OWNERSHIP                 OF CLASS  
------------------------         --------------------          ----------
<S>                             <C>                           <C>
Chris Brogdon                   2,807,575 <FN1>               20.9%
Suite 200
6000 Lake Forrest Drive
Atlanta, GA  30328

Edward E. Lane                     2,654,241 <FN2>               19.7%
Suite 200
6000 Lake Forrest Drive
Atlanta, GA  30328

Darrell C. Tucker                    550,664 <FN3>                4.2%
Suite 200
6000 Lake Forrest Drive
Atlanta, GA  30328

Julian S. Daley                       45,176 <FN4>                0.3%
805 Edgewater Trail
Atlanta, GA  30328

Harlan Mathews                        10,000 <FN5>                0.1%
420 Hunt Club Road
Nashville, TN  37221

Connie Brogdon                     2,807,585 <FN6>               20.9%
Suite 200
6000 Lake Forrest Drive
Atlanta, GA  30328

                               -7-
<PAGE>
All Officers and Directors         6,067,656                     43.1%
as a Group (5 Persons)
_________________________  
<FN>
<FN1>
Includes 918,948 shares of Common Stock owned by Mr. Brogdon; 1,266,031 shares
of Common Stock owned by Mr. Brogdon's wife, Connie Brogdon; 1,159 shares of
Common Stock held by Mr. Brogdon's daughter; 226,031 shares of Common Stock
which represents 50% of the shares held by Winter Haven Homes, Inc. of which
Mr. Brogdon's wife, Connie Brogdon, is a 50% owner; and 394,406 shares
underlying stock options held by Mr. Brogdon.
<FN2>
Includes 2,033,804 shares of Common Stock owned by Mr. Lane; 226,031 shares of
Common Stock which represents 50% of the shares held by Winter Haven Homes,
Inc. of which Mr. Lane is a 50% owner; and 394,406 shares underlying stock
options held by Mr. Lane.
<FN3>
Includes 370,128 shares of Common Stock owned by Mr. Tucker, 12,268 shares
held by Mr. Tucker's wife, and 168,268 shares underlying currently exercisable
stock options held by Mr. Tucker.
<FN4>
Includes 1,103 shares held directly by Mr. Daley, 11,997 shares held by Mr.
Daley's wife, and 32,076 shares underlying stock options held by Mr. Daley.
<FN5>
Represents 10,000 shares underlying stock options held by Mr. Mathews.
<FN6>
Includes 1,266,031 shares of Common Stock owned by Connie Brogdon; 919,948
shares of Common Stock owned by Mrs. Brogdon's husband, Chris Brogdon; 1,159
shares of Common Stock held by Mrs. Brogdon's daughter; 226,031 shares of
Common Stock which represents 50% of the shares held by Winter Haven Homes,
Inc., of which Connie Brogdon is a 50% owner; and 394,406 shares underlying
stock options held by her husband.
</FN>
</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company has agreements to provide management and accounting services
for nursing homes and personal care facilities which are owned or controlled
by entities which are owned or controlled by Officers, Directors and principal
shareholders of the Company.  As of October 17, 1996, the Company had
agreements to manage 2 facilities owned or controlled by Winter Haven Homes,
Inc. ("Winter Haven"); 8 facilities owned or controlled by Gordon Jensen
Health Care Associates, Inc. ("Gordon Jensen"); 2 facilities owned or
controlled by National Assistance Bureau, Inc. ("NAB"); one facility owned by
Southeastern Cottages, Inc. ("SCI"); and 2 facilities owned by Chamber Health
Care Society, Inc. ("Chamber").   The Company previously managed a facility
owned by Senior Care, Inc. ("Senior Care").  Winter Haven is owned by a
corporation which is owned 50% by Edward E. Lane, an Officer and Director of
the Company, and 50% by Connie Brogdon, the wife of an Officer and Director of
the Company.  Gordon Jensen is a non-profit corporation of which Edward E.
Lane is President.  NAB is also a non-profit corporation of which Edward E.
Lane is President and Chris Brogdon is Secretary/Treasurer.  Chamber and
Senior Care are non-profit corporations.  Edward E. Lane is President and a
director of Chamber.  SCI is a corporation owned 50% by Chris Brogdon and 50%
by Edward E. Lane.



                               -8-
<PAGE>
     The agreements to provide management and accounting services to the
affiliated entities are for periods of five years but are cancelable upon 60
days' notice by either party.  The agreements provide for monthly fees ranging
from $1,000 to $24,000 per facility and expire in 1998.  During the fiscal
year ended June 30, 1996, these agreements resulted in revenue to the Company
of $3,472,900.

     The Company currently manages 14 facilities owned or controlled by
affiliates of the Company, and as part of its duties, the Company also manages
the cash and pays the bills for the facilities.  In doing so, the Company
maintains a cash management system where the deposits of all properties are
swept into an investment account daily.  The Company also advances working
capital to these properties when needed.  At June 30, 1996, aggregate amounts
were due from the following entities:  Winter Haven - $8,887,833; Gordon
Jensen - $2,982,975; SCI - $679,144; NAB - $1,326,391; Chamber - $336,857;
Senior Care - $84,095; and other affiliates - $19,366. Subsequent to June 30,
1996, entities controlled by Winter Haven assumed the liabilities of NAB, SCI,
Chamber and Senior Care.

     On October 14, 1996, Winter Haven sold two retirement facilities to the
Company for their fair value, based on an independent appraisal, for a total
purchase price of $19,200,000.  These include the Jackson Oaks retirement
facility in Jackson, Tennessee, which the Company previously leased, and the
Cumberland Green  retirement facility which the Company previously managed. 
The purchase prices for these facilities were $12,400,000 and $6,800,000,
respectively.  These facilities were acquired subject to total bond debt of
$7,670,000, resulting in $11,530,000 due to Winter Haven, which was applied to
eliminate the $11,214,320 owed to the Company by Winter Haven.

     On September 27, 1996, Gordon Jensen transferred 399,426 shares of the
Company's Common Stock to the Company with a fair market value of $3,000,000
in exchange for the cancellation of its debt totaling $2,982,000.  These
shares were loaned to Gordon Jensen by Edward E. Lane, Chris Brogdon and
Connie Brogdon.

     In February 1996, the Company purchased a 36-unit retirement facility
known as Summers Landing-Cordele, from Gordon Jensen for $2,000,000.

     In May 1996, the Company leased the 60-bed Lake Forest Health Care
Center from a partnership controlled by Winter Haven.  The lease is for a
period of 10 years at $25,000 per month.

     On June 30, 1996, the Company leased the 158-unit Jackson Oaks
retirement facility from Winter Haven for a period of 15 years.  The Company
paid Winter Haven $50,000 per month under this lease.  As noted above, Winter
Haven subsequently sold this facility to the Company in October 1996 to retire
a portion of its debt to the Company.

     On September 1, 1996, the Company leased the 58-unit Summer's
Landing-Douglas facility from Gordon Jensen.  The Company paid $300,000 to
Gordon
Jensen on execution of the lease and is paying the debt service on an existing
mortgage each month during the first year.  During year two, there will be an
additional payment of $500 per month; in year three - $750 per month; in  year
four - $1,000 per month; and in year five (and any extension of the lease) -
$1,250 per month.  The lease is for an initial term of five years, but the
Company may extend the lease for additional terms of five years each.



                               -9-
<PAGE>
     During the fiscal year ended June 30, 1996, the Company received fees of
$150,000 from NAB in connection with locating financing for certain of its
facilities.

     The Company has guaranteed the debts of two facilities owned by Winter
Haven totaling approximately $6,000,000.

     On September 30, 1996, the Company leased the 101-unit (with 28
additional units under construction) retirement facility known as "The
Renaissance - Titusville" in Titusville, Florida from a partnership controlled
by Winter Haven for a period of 10 years.  The Company has the right to extend
the lease for an additional five year term.  The Company paid Winter Haven
$1,500,000 on execution of the lease, and will pay monthly rent equal to 1.1
times the debt service requirements on the facility.  For the purposes of this
calculation, the principal debt will not exceed $6,000,000.
    











































                               -10-
<PAGE>
                                  SIGNATURES
   
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amended Report to be
signed on its behalf by the undersigned thereunto duly authorized.

                                     RETIREMENT CARE ASSOCIATES, INC.


Dated: October 28, 1996              By:/s/ Chris Brogdon                     
                                        Chris Brogdon, President