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

                                (Amendment No. 1)

(Mark One)
 /  / ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended     December 31, 2001

OR

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

                         Commission file number 1-09848

                                   ALMOST FAMILY, INC.
                 (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 SmallCap System
         Preferred Stock Purchase Rights


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. ____X__


As of March 28, 2002, 2,480,562 shares of the Registrant's Common Stock were
outstanding. The aggregate market value of Registrant's Common Stock held by
non-affiliates of the Registrant as of March 28, 2002 was approximately
$28,030,350 (based on the last sale price of a share of the common stock as of
March 28, 2002 ($11.30), as reported by the NASDAQ SmallCap System).



                       DOCUMENTS INCORPORATED BY REFERENCE

None.



<PAGE>


                                EXPLANATORY NOTE


The Registrant hereby files Amendment No. 1 to the Transition Report on
Form 10-K for the period ended December 31, 2001, for the purpose of (i)
amending and restating Item 1 to delete under the heading "Recent
Developments-Restatement of Financial Statements" a bracketed drafting
comment that was intended to be deleted from the Form 10-K as initially
filed and (ii) including Exhibit 99, Management's letter to the Securities
and Exchange Commission concerning Arthur Andersen LLP, which was
inadvertently omitted from the Form 10-K as initially filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused Amendment No. 1 to the Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.

ALMOST FAMILY, INC.


S/ William B. Yarmuth                              April 2, 2002
----------------------------------------------------------------
  William B. Yarmuth
  Chairman, President and  Chief Executive Officer

S/ C. Steven Guenthner                             April 2, 2002
----------------------------------------------------------------
  C. Steven Guenthner
  Senior Vice President and  Chief Financial Officer
  (Principal Financial and Accounting Officer)


<PAGE>



                                                                      EXHIBIT 99









Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549

Re: Arthur Andersen LLP

Ladies and Gentlemen:

Our independent public accountant is Arthur Andersen LLP ("Andersen"). In
connection with their audit of the consolidated financial statements of Almost
Family, Inc. for the year ended December 31, 2001, Andersen has represented to
us that its audit was subject to Andersen's quality control system for the U.S.
accounting and auditing practice to provide reasonable assurance that the
engagement was conducted in compliance with professional standards and that
there was appropriate continuity of Andersen personnel working on the audit and
availability of national office consultation. Availability of personnel at
foreign affiliates of Andersen is not relevant to this audit.

Almost Family, Inc.
     (Registrant)





By: /s/ C. Steven Guenthner
C. Steven Guenthner
            Senior Vice President & Chief Financial Officer

April 1, 2002