Amendment No. 2
                                                      Filed October 9, 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. / X /

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>
 
                                  PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information  required  by this  Item  is  set forth  the  in
Registrants definitive proxy materials relating to the annual meeting to be
held November 24, 1997,  except for  the information  regarding executive
officers of  the Company, which is contained  herein.  The information
required by this  Item contained in  such  definitive  proxy materials  is
incorporated  herein  by reference.

The following  table  sets forth  certain  information with  respect  to
the Company's directors and executive officers.

<TABLE>
<CAPTION>
Name                       Age       Position with the Company
------------------------   ---       --------------------------------------

<S>                       <C>       <C>
William B. Yarmuth (1)     45        Chairman of the Board, President
                                     and Chief Executive Officer

C. Steven Guenthner (2)    36        Senior Vice President and
                                     Chief Financial Officer

Mary A. Yarmuth (3)        50        Senior Vice President and
                                     President - SeniorCare Solutions

W. Timothy Luckett (4)*    40        Vice President - Human Resources

Helen Salvate-Simms (5)*   40        Vice President - SeniorCare Solutions

Brenda S. Gaines (6)*      40        Vice President - SeniorCare Solutions

Anne Liechty (7)*          45        Vice President - Infusion Services

Michael D. Seltzer (8)*    33        Vice President - HME Services

Stan C. Abromaitis (9)*    50        Vice President - Government Relations

Mark R. Nail (10)*         38        Vice President - Controller

Steven B. Bing (11)        50        Director

Patrick B. McGinnis (12)   50        Director

Donald G. McClinton (13)   63        Director

Tyree G. Wilburn (14)      45        Director

Jonathan Goldberg (15)     45        Director

Wayne T. Smith (16)        51        Director


</TABLE>

*Such individuals  are  not deemed  to  be  executive officers  of  the
 Company pursuant to  Rule 16-a(1)(f)  promulgated under  Section  16 of
 the  Securities Exchange Act of 1934


<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:  October 9, 1997                  Caretenders Health Corp.
                                        ----------------------------
                                              (Registrant)



                                      By:/s/ C. Steven Guenthner
                                         ---------------------------
                                                (Signature)
                                         C. Steven Guenthner
                                         Senior Vice  President, Chief
                                         Financial  Officer, and
                                         Secretary/Treasurer