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

(Mark One)
/ X /   ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
        EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2000

OR

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

                          Commission file number 1-9848

             ALMOST FAMILY, INC. (FORMERLY 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  SmallCap System


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 June 22,  2000,  3,130,413  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  June  22,  2000  was  approximately
$7,411,000  (based on the last sale price of a share of the  common  stock as of
June 22, 2000  ($2.375),  as reported by the National  Association of Securities
Dealers, Inc. ("NASDAQ") SmallCap System).


                       DOCUMENTS INCORPORATED BY REFERENCE

None.


<PAGE>


                                TABLE OF CONTENTS



PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders



PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure



PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions



PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K



<PAGE>




                                     PART I
ITEM 1.  BUSINESS

Strategic Mission Statement
Almost Family,  Inc. and  subsidiaries  (collectively  "Almost Family TM" or the
"Company") provide  alternatives for seniors and other adults with special needs
and their  families who wish to avoid nursing home placement as long as possible
and  remain  independent,  through  its  network of adult day care  centers  and
ancillary services. The Company was incorporated in Delaware in 1985. On January
31, 2000 the Company  changed its name to Almost Family,  Inc. from  Caretenders
HealthCorp.

Adult Day Health Services

Adult day health services is an alternative method of providing care for seniors
and other adults who without such care would  likely be  institutionalized.  The
field has grown rapidly,  from just 15 centers in the United States in the early
1970s to over 4,000  today.  Still in its early  stages,  the industry is highly
fragmented with the majority  operated by the non-profit  sector. To the best of
its knowledge and belief,  Almost Family,  Inc. is one of the largest for-profit
providers of adult day care services in the U.S.

The Company's adult day health centers provide professional,  high quality adult
day health  services  for  disabled  or frail  adults who  require  some care or
supervision,   but  who  do  not  require   intensive   medical   attention   or
institutionalization.  The average  center has  capacity  for over 60 guests per
day.  Most operate seven days a week.  The Company also provides  transportation
services to and from the center.

The  centers  offer a range of  therapeutic  and  medical  services  designed to
promote the  independence  of  participants  and provide respite to families and
caregivers.  On-site staff nurses  administer  medications and give attention to
medical care. Other services include (i) a light breakfast,  a hot lunch, and an
afternoon  snack;  (ii)  a  highly   structured,   individualized  and  creative
activities program which includes  recreation,  education,  field trips, sports,
crafts, music and group conversations; and (iii) family counseling.

In addition to services provided in the Company's physical locations, some adult
day health  services are also provided in the patients'  homes.  These  services
(generally  provided by  para-professional  staff such as home health aides) are
very  similar in nature to the care  provided in the  Company's  facility.  This
flexibility  allows the patient and/or his or her family to select the venue (or
combination of venues) of care that is appropriate for them. Many Almost Family,
Inc.  adult day health  patients  receive care both at home and in the Company's
facilities.



<PAGE>


As of March 31,  2000,  the Company  provides  services  through  centers in the
following locations:

                              Adult Day
     Locations             Health Centers
     -------------------   ----------------
     Kentucky:
       Louisville area
                                         2
       Lexington area
                                         1
       Elizabethtown                     1
     area
       Owensboro area                    1
       Frankfort area                    1
     Indiana:
       Evansville
                                         1
     Ohio:
       Cincinnati
                                         1
       Columbus
                                         1
       Cleveland
                                         1

     Massachusetts:
       Boston (1)

                                         1
     Connecticut:
       Stamford
                                         1
       Middlebury
                                         1
       Danbury
                                         1
     Maryland:

       Baltimore area                   10
     (2)

     Alabama:
       Birmingham (3)
                                         1
     Florida:

       Fort Lauderdale
     (1)                                 1

       West Palm Beach
                                         1

       Fort Myers (1)                    1

                           ----------------
     Total
                                        28
                           ================



(1)Physical  facilities for in-center adult day health services are not in place
   in these  locations.  However,  some in home  adult day health  services  are
   currently  provided.  These  locations  are  currently  being  evaluated  for
   development of in-center facilities.
(2)For  the  year  ended  March  31,  2000  approximately  29% of the  Company's
   revenues  and  50% of  segment  contribution  were  generated  from  Maryland
   operations where  approximately  92% of that revenue is derived from Maryland
   Medicaid reimbursement programs
(3)The Company closed its in-center  facility in this market in late fiscal 2000
   but continues to provide adult day health services in patients' homes.


Daily capacity for in-facility  care was 1,621 and 1,496 guests per day at March
31, 2000 and 1999 respectively.

During fiscal 2000,  the Company  opened or acquired  three new  facilities  and
closed the in-center component of one facility.



<PAGE>



Discontinued Operations

In  addition  to its Adult Day  Health  Services  operations,  the  Company  has
historically  operated  two  additional  segments,  1) Visiting  Nurses,  and 2)
Product Operations under the trade name "CaretendersTM".

Caretenders'  Visiting  Nurses  operations  provide  a  comprehensive  range  of
Medicare-certified  home health nursing  services.  Payors also include Medicaid
and private insurances. Professional staff including registered nurses, licensed
practical  nurses,  physical,  speech and occupational  therapists,  and medical
social  workers  implement and monitor  medical  treatment  plans  prescribed by
physicians.  Professional  staff are subject to state licensing  requirements in
the particular states in which they practice. Para-professional staff, primarily
home health aides also provide care to this category of patients.

The  Visiting  Nurse  operations  consist of 8  Medicare-certified  home  health
agencies operating in Kentucky (4), Florida (3), and, Massachusetts (1).

Caretenders' Product operations,  with locations in Louisville and Lexington, KY
and Birmingham, AL provided a wide array of infusion therapy, oxygen therapy and
other product related services.

As part of a formal plan of  separation,  the Company on November  12, 1999 sold
its product  operations  (consisting  of infusion  therapy and  respiratory  and
medical  equipment  businesses) to Lincare  Holdings,  Inc. in an asset sale for
$14.5 million and is pursuing available  strategic  alternatives to complete the
separation of its visiting nurse operations. Proceeds from the sale were used to
repay  obligations  outstanding  under the Company's  bank line of credit.  As a
result of the operational  separations,  the Company  recorded a one-time net of
tax loss of  approximately  $5 million or ($1.60) in the quarter ended September
30, 1999. This charge reduced the book value of the operations to their expected
net realizable value provides for losses on fulfilling  certain  obligations and
close down costs and  includes the  estimated  future  operating  results of the
visiting nurse operations prior to separation. These changes have been accounted
for as discontinued operations in the accompanying financial statements.

The  estimated  loss on disposal of  discontinued  operations  reflected  in the
accompanying  financial statements includes management's estimate of the results
of operating  the visiting  nurse  segment  prior to disposal and the  estimated
financial results of such disposal based on information currently available. The
form and timing of the implementation of a Medicare  Prospective  Payment System
for home care  (PPS) may have a  material  impact on the  disposal  value of the
visiting nurse operations, as described in more detail below.

Revenues  from   discontinued   operations   were   approximately   $46,742,000,
$57,542,000  and  $64,799,000  for the years ended March 31, 2000, 1999 and 1998
respectively.  Refer  to  Management's  discussion  and  analysis  of  Financial
Condition  and Results of Operations  and the notes to the financial  statements
under Part II, Items 7 and 8, respectively for additional financial  information
regarding discontinued operations.

The Company's  decisions with respect to the visiting nurse operations  resulted
from changes in Medicare  reimbursement brought about by the Balanced Budget Act
of 1997 (the BBA) and its  resulting  impact on the home health market place and
the Company.  The BBA included a requirement for implementation of a prospective
payment system or "PPS" which would not be cost-based,  no later than October 1,
2000.  Proposed PPS  regulations  were published by HCFA in October 1999 with an
invitation for comment. HCFA's schedule calls for final rules to be published in
the summer of 2000. The Company is currently evaluating the proposed regulations
for a prospective  payment  system,  its potential  impact on the visiting nurse
operations, and what mitigating actions, if any, the Company may be able to take
in response to PPS.

The Company is unable to predict at this time what  Medicare  payment rates will
be under PPS. Likewise the Company is unable to predict what impact, if any, PPS
will have on the disposition values of its visiting nurse operations.

Compensation for Services
Almost  Family,  Inc. is  compensated  for its services  through (i) private pay
(paid by personal  funds),  (ii)  Medicaid,  and (iii) other third party  payors
(e.g.  insurance companies and other government funds). See "Item 1. Business --
Payment  Sources".  Almost Family,  Inc.  employs  compensation  specialists who
advise patients as to the availability of sources of payment for its services.
See "Government  Regulations - Reimbursement Changes" and "Cautionary Statements
- Forward Outlook and Risks".  Management will monitor the effects of such items
and may consider  modifications  to its expansion and development  strategy when
and if necessary.

Acquisitions


The Company  continually  considers  and reviews  (subject  to  availability  of
capital)  possible  acquisitions of businesses that provide health care services
similar to those  currently  offered by Almost Family,  Inc.   Factors which may
affect  future   acquisition   decisions   include  the  quality  and  potential
profitability   of  the  company   under   consideration,   and  the   Company's
profitability and ability to finance the transaction.


During 1997,  the Company  acquired one adult day care center.  During 1998, the
Company  completed  transactions  to  acquire  two  adult  day  health  services
operations.  These operations added to the Company's market presence in Florida,
Connecticut  and Ohio. No pro forma  financial  information has been provided as
the  acquisitions,  individually  and in the  aggregate,  were  not  significant
compared to the Company's existing operations.  During 1999 and 2000 the Company
acquired one adult day care center each.

Competition, Marketing and Customers

The adult day health  services  industry is highly  competitive  but fragmented.
Competitors include: other adult day health centers, ancillary programs provided
by nursing homes and hospitals; other government-financed  facilities,  assisted
living and  retirement  communities,  home  health  providers  and senior  adult
associations.

The Company believes the primary  competitive factors are quality of service and
reputation  among  referral  sources.  However,   competitors  are  increasingly
focusing  attention on providing  alternative site health care services.  Almost
Family, Inc. competes by offering a high quality of care and by helping families
identify and access solutions for care.  Adult day care  competitive  advantages
include transportation and superior facilities and guest activity programs.

The Company markets its adult day health  services  through its adult day health
center directors and the marketing staff. The directors contact referral sources
in their areas to market the Company's services. Major referral sources include:
Offices on Aging,  social workers,  hospital discharge planners and group living
facilities.  The Company also  utilizes  consumer-direct  sales,  marketing  and
advertising programs designed to attract customers.



<PAGE>


Government Regulations

Overview

The health  care  industry  has  experienced,  and is  expected  to  continue to
experience,  extensive and dynamic  change.  In addition to economic  forces and
regulatory influences, continuing political debate is subjecting the health care
industry  to  significant  reform.  Health  care  reforms  have been  enacted as
discussed  elsewhere in this document and proposals for  additional  changes are
continuously formulated by departments of the federal government,  Congress, and
state legislatures.

Government   officials  can  be  expected  to  continue  to  review  and  assess
alternative health care delivery systems and payment  methodologies.  Changes in
the law or new  interpretations  of existing laws may have a dramatic  effect on
the definition of permissible or impermissible activities,  the relative cost of
doing business, and the methods and amounts of payments for medical care by both
governmental and other payors.  Legislative  changes to "balance the budget" and
slow the  annual  rate of  growth of  Medicare  and  Medicaid  are  expected  to
continue.  Such future changes may further impact  reimbursement for home health
care.  There can be no assurance that future  legislation or regulatory  changes
will not have a material adverse effect on the operations of the Company.

Refer to the  sections on  Reimbursement  Changes and  Cautionary  Statements  -
Forward  Outlook  and  Risks  below,  the  notes to the  accompanying  financial
statements and Management's  Discussion and Analysis of Financial  Condition and
Results of Operations for additional information.

Permits and Licensure

Many states  require  companies  providing  certain  health care  services to be
licensed as adult day care centers or home health agencies. In addition, certain
health care practitioners employed by the Company require state licensure and/or
registration  and must comply with laws and regulations  governing  standards of
practice.  The  failure  to  obtain,  renew  or  maintain  any of  the  required
regulatory  approvals or licenses could adversely affect the Company's business.
The Company believes it is currently  licensed  appropriately  where required by
the law of the  states  in which it  operates.  There can be no  assurance  that
either  the  states  or  the  federal  government  will  not  impose  additional
regulations  upon the  Company's  activities  which might  adversely  affect its
business, results of operations or financial condition.

Certificates of Need

Certain  states  require  companies  providing  health care services to obtain a
certificate of need issued by a state health-planning  agency. Where required by
law, the Company has obtained certificates of need from those states in which it
operates.  There can be no assurance that the Company will be able to obtain any
certificates  of need which may be required in the future if the Company expands
the  scope  of its  services  or if  state  laws  change  to  impose  additional
certificate  of  need  requirements,   and  any  attempt  to  obtain  additional
certificates of need will cause the Company to incur certain expenses.

Other Regulations

A  series  of  laws  and   regulations   dating  back  to  the  Omnibus   Budget
Reconciliation  Act of 1987 ("OBRA 1987") and through the Balanced Budget Act of
1997 have been enacted and apply to the Company.  Changes in applicable laws and
regulations  have  occurred  from  time to time  since  the 1987  Act  including
reimbursement  reduction and changes to payment rules. Changes are also expected
to occur continuously for the foreseeable future.

As a provider of services under Medicaid programs, the Company is subject to the
Medicare and Medicaid  anti-kickback statute, also known as the "fraud and abuse
law." This law prohibits any bribe, kickback, rebate or remuneration of any kind
in return for, or as an  inducement  for,  the  referral of Medicare or Medicaid
patients.   The  Company   may  also  be  affected  by  the  federal   physician
self-referral  prohibition,  known  as the  "Stark"  law,  which,  with  certain
exceptions,  prohibits  physicians from referring  patients to entities in which
they have a financial  interest.  Many states in which the Company operates have
adopted similar self-referral laws, as well as laws that prohibit certain direct
or  indirect  payments  or  fee-splitting   arrangements   between  health  care
providers,  if such  arrangements  are  designed to induce or to  encourage  the
referral of patients to a particular provider.

Health care is an area of extensive and dynamic  regulatory  change.  Changes in
laws or regulations or new  interpretations  of existing laws or regulations can
have a dramatic effect on permissible activities,  the relative costs associated
with doing  business,  and the  amount  and  availability  of  reimbursement  by
government and third-party payors. Furthermore,  the Company will be required to
comply  with  applicable  regulations  in each new state in which it  desires to
provide services.

The  Company is subject to routine  and  periodic  surveys and audits by various
governmental  agencies.  Management  believes  that the  Company is in  material
compliance with applicable laws. The Company, however, is unable to predict what
additional government regulations, if any, affecting its business may be enacted
in the future,  how existing or future laws and regulations might be interpreted
or whether  the Company  will be able to comply  with such laws and  regulations
either in the markets in which it  presently  conducts,  or wishes to  commence,
business.

Payment Sources

The Company receives payments from Medicaid programs,  private pay and insurance
policies  as  detailed  below.  As noted  above,  the  Company's  dependence  on
government  sponsored  reimbursement  programs  makes it  vulnerable to possible
legislative  and  administrative  regulations  and budget  cut-backs  that could
adversely affect the number of persons eligible for such programs, the amount of
allowed  reimbursements  or other  aspects of the  program,  any of which  could
materially   affect  the  Company.   In  addition,   loss  of  certification  or
qualification  under  Medicaid  programs could  materially  affect the Company's
ability to effectively market its services.

In addition to its dependence on Medicaid  reimbursement,  the Company's  future
operating results may be dependent in part upon its ability to attract customers
able to pay  for the  Company's  charges  from  their  own and  their  families'
financial resources.  Circumstances which adversely affect the ability or desire
of seniors to pay for the Company's services could have an adverse effect on the
Company.



<PAGE>


The following  table sets forth the Company's  revenues  derived from each major
class  of  payor  during  the  following  fiscal  years  (by  percentage  of net
revenues):

                         2000         1999       1998
Payor Group
---------------------- ----------  -----------------------

Medicare                  0.0%         0.0%        0.0%
Medicaid                 48.5%        49.2%       47.5%
Insurance, Private
  Pay and other
  government programs    51.5%        50.8%       52.5%

Changes  in  payment  sources  from 1999 to 2000 are  primarily  a result of the
impact of  changes in the types of  customers  it  attracts.  For the year ended
March 31, 2000  approximately  29% of the Company's  revenues and 50% of segment
contribution were generated from Maryland  operations where approximately 92% of
that revenue is derived from Maryland Medicaid reimbursement programs.  Although
the Company is not aware of any significant  initiatives currently underway that
would have a material  adverse impact on the Maryland  reimbursement  program or
the Company,  the Company could be materially impacted by unfavorable changes in
the future should they occur.

In determining  charge rates for goods and services  provided to customers,  the
Company  evaluates several factors  including cost and market  competition.  The
Company  also  negotiates  contract  rates with third  party  providers  such as
insurance companies. The rates of reimbursement for a significant portion of the
Company's charges are dictated by Federal or State programs such as Medicaid.

Insurance

The  Company and its  subsidiaries  carry  general  liability  and  professional
liability  insurance.  The Company  also  carries  product  liability  insurance
associated with those operations requiring such coverage,  including the durable
medical equipment  operations.  The Company's properties are covered by casualty
insurance  policies.  The  Company  carries  directors  and  officers  liability
insurance.  The Company carries automobile  collision and liability coverage and
statutory workers' compensation  coverage. The Company believes that its present
insurance coverage is adequate.

Employees and Labor Relations

As of March 31, 2000 the Company had approximately 3,900 employees.  None of the
Company's employees are represented by a labor organization. Management believes
its relationship with the Company's employees is satisfactory.



<PAGE>


Cautionary Statements - Forward Outlook and Risks

Information  provided herein by the Company contains,  and from time to time the
Company  may  disseminate   material  and  make  statements  which  may  contain
"forward-looking" information, as that term is defined by the Private Securities
Litigation Reform Act of 1995 (the "Act"). These cautionary statements are being
made  pursuant to the  provisions of the Act and with the intention of obtaining
the  benefits of "safe  harbor"  provisions  of the Act.  The  Company  cautions
investors  that  any  forward-looking  statements  made by the  Company  are not
guarantees of future  performance and that actual results may differ  materially
from those in the  forward-looking  statements  as a result of  various  factors
including but not limited to the following:

a)        Regulation and Reform
Legislative proposals are continually  introduced or proposed in Congress and in
some state  legislatures  that would  effect  major  changes in the health  care
system,  either  nationally or at the state level.  However,  the Company cannot
predict  whether  any of the  proposals  will be  adopted,  and if  adopted,  no
assurance can be given that the  implementation  of such reforms will not have a
material impact on the operations of the Company.

b)        Maryland Concentration

For the year ended March 31, 2000  approximately  29% of the Company's  revenues
and 50% of segment  contribution  were generated from Maryland  operations where
approximately   92%  of  that   revenue  is  derived  from   Maryland   Medicaid
reimbursement  programs.  Although  the Company is not aware of any  significant
initiatives  currently underway that would have a material adverse impact on the
Maryland  reimbursement  program or the Company, the Company could be materially
impacted by unfavorable changes in the future should they occur.


c)        Other Reimbursement Changes
The Company  derives  substantial  portions  of its  revenues  from  third-party
payors,  including  government  reimbursement  programs  such as  Medicaid,  and
non-government  sources such as commercial insurance  companies,  HMOs, PPOs and
contract  services.  These  payors  have  undertaken  cost-containment  measures
designed to limit payments to health care  providers.  There can be no assurance
that  payments  under  these  programs  will be  sufficient  to cover  the costs
allocable to patients  eligible for  reimbursement.  The Company  cannot predict
whether and what  additional  proposals  or cost  containment  measures  will be
adopted or, if adopted,  what effect,  if any, such proposals  might have on the
operations of the Company.

d)        Competition
The Company  competes  with  numerous  well-established  competitors  which have
substantially  greater  financial  resources than the Company.  Competitors  are
increasingly  focusing  attention  on  providing  alternative  site  health care
services, specifically on adult day health services. Such increasing competition
may adversely affect revenues and profitability of Company operations.

e)        Insurance
The Company believes its present insurance coverage is adequate.  However, there
can be no assurance  that such  insurance  will be available,  or, if available,
that such insurance will be either  adequate to cover the Company's  liabilities
or available at affordable rates. In addition,  increasing  insurance costs, and
the increasing  unwillingness  of insurance  companies to insure against certain
types of losses,  raise some questions as to whether the Company will be able to
obtain or continue  its present  insurance  coverage.  The  inability  to obtain
adequate insurance coverage at affordable rates, or a loss of existing coverage,
could have a material effect on the Company.

f)        Private Payment Sources
The Company's future operating results may be dependent in part upon its ability
to attract  customers  able to pay for the Company's  charges from their own and
their families'  financial  resources.  Circumstances which adversely affect the
ability  or desire of seniors to pay for the  Company's  services  could have an
adverse  effect  on the  Company.  In the  event  that  the  Company  encounters
difficulty  in  attracting  seniors  with  adequate  resources  to pay  for  the
Company's services, the Company would be adversely affected.

g)        Acquisitions

The Company seeks to establish and increase market share through acquisitions in
existing and new markets. The Company evaluates potential acquisition candidates
that would  complement  or expand its current  services.  In  attempting to make
acquisitions,  the Company  competes  with other  providers,  some of which have
greater financial resources than the Company. Management currently believes that
acquisition  candidates  meeting the criteria of its  acquisition  strategy will
continue to be identified in the future and certain of these  candidates will be
acquired  by the  Company.  However,  there can be no  assurance  that  suitable
acquisitions  will  continue  to be  identified  or  that  acquisitions  can  be
consummated on acceptable  terms. See separate  cautionary  statement  regarding
financing.


h)        Inclement Weather
The Company provides its services to individuals in home and community settings.
Due to the Company's geographic concentrations,  severe weather such as snow and
hurricanes  may hinder the  Company's  ability to provide its  services  and can
impact the Company's operating results.

i)        Financing
The Company's ability to pursue its strategic plan is dependent upon its ability
to obtain  financing on  satisfactory  terms and  conditions.  If the Company is
unable to obtain  satisfactory  financing it would have an adverse impact on the
Company's liquidity and its ability to execute its development plans.

j)        ADC Development
During  fiscal  2001,  the  Company  plans to  develop  3-6 new adult day health
centers  after which the  Company  plans to  continue  development  efforts at a
similar or accelerated  pace. The Company's  ability to achieve its  development
plans  will  depend  upon a variety  of  factors,  many of which are  beyond the
Company's  control.  There can be no assurance  that the Company will not suffer
delays in its development  program,  which could slow the Company's growth.  The
successful  development of additional  operations will involve a number of risks
including  the  possibility  that the Company  may be unable to locate  suitable
sites at acceptable  prices or may be unable to obtain, or may experience delays
in obtaining,  necessary zoning,  land use, building,  occupancy,  licensing and
other   required   governmental   permits  and   authorizations   or  in  actual
construction.  The implementation of the Company's  development strategy is also
dependent  upon the Company's  profitability,  the financial  performance of its
adult  day  care  operations,  the  availability  of  financing  and  the  other
Cautionary Statements listed above.

k)        Disposition of Visiting Nurse Operations
The Company operates  Medicare  certified home health agencies,  under a plan of
disposition.  The  ultimate  outcome  of that  plan  of  disposition  is  highly
dependant  upon  the  rate  of  reimbursement   HCFA  establishes  for  the  new
Prospective  Payment System (PPS) as described  elsewhere herein. The Company is
unable to predict at this time what  Medicare  payment  rates will be under PPS.
Likewise the Company is unable to predict what impact,  if any, PPS will have on
the disposition values of its visiting nurse operations.



<PAGE>


ITEM 2.   PROPERTIES

The  Company's  executive  offices  are  located  in  Louisville,   Kentucky  in
approximately 21,000 square feet of space leased from an unaffiliated party.

The Company has 47 real estate leases ranging from  approximately  200 to 24,000
square feet of space in their  respective  locations.  The Company believes that
its facilities are adequate to meet its current  needs,  and that  additional or
substitute facilities will be available if needed.

ITEM 3.  LEGAL PROCEEDINGS

The Company,  from time to time,  is subject to claims and suits  arising in the
ordinary  course of its  business,  including  claims for damages  for  personal
injuries. In the opinion of management,  the ultimate resolution of any of these
pending  claims and legal  proceedings  will not have a  material  effect on the
Company's financial position or results of operations.

On January 26, 1994 Franklin  Capital  Associates  L.P., Aetna Life and Casualty
Company and Aetna  Casualty and Surety  Company,  shareholders,  who at one time
held approximately  320,000 shares of the Company's common stock  (approximately
13% of shares  outstanding)  filed suit in Chancery Court of Williamson  County,
Tennessee  claiming  unspecified  damages not to exceed three million dollars in
connection with registration  rights they received in the Company's  acquisition
of certain home health operations in February 1991. The suit alleges the Company
failed to use its best efforts to register the shares held by the  plaintiffs as
required by the merger agreement.  The Company settled with Aetna shortly before
the case went to trial in  February  2000.  In  mid-trial  Franklin  voluntarily
withdrew its complaint reserving its legal rights to bring a new suit as allowed
under  Tennessee  law.  In May 2000,  Franklin  refiled  its claim.  The Company
believes it has meritorious  defenses to the claims and does not expect that the
ultimate  outcome  of the suit will  have a  material  impact  on the  Company's
results of  operations,  liquidity or financial  position.  The Company plans to
vigorously  defend its position in this case.  Anticipated  costs of  litigation
have been included in the Company's  one-time charge for  discontinuing its home
health operations recorded in September 1999.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


<PAGE>


                                     PART II

ITEM 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
MATTERS


The Company's common stock is traded on the NASDAQ SmallCap System. The stock is
traded under the symbol "AFAM" (formerly CTND). Set forth below are the high and
low sale  prices for the common  stock for the  periods  indicated  reported  by
NASDAQ:


Closing Common Stock Prices

            Quarter Ended:                    High              Low
            --------------                    ----              ---
            June 30, 1998                    $7.94             $5.50
            September 30, 1998               $5.50             $1.75
            December 31, 1998                $3.75             $2.25
            March 31, 1999                   $4.13             $1.78
            June 30, 1999                    $3.00             $1.50
            September 30, 1999               $2.81             $1.50
            December 31, 1999                $3.00             $1.50
            March 31, 2000                   $3.44             $1.75


On June 22, 2000,  the last reported sale price for the Common Stock reported by
NASDAQ  was $2.375 and there  were  approximately  625  holders of record of the
Company's Common Stock. No cash dividends have been paid by the Company.



<PAGE>





ITEM 6.  SELECTED FINANCIAL DATA

The following table sets forth selected financial  information  derived from the
consolidated  financial  statements  of the  Company  for the periods and at the
dates  indicated.  The information is qualified in its entirety by and should be
read in conjunction with the consolidated financial statements and related notes
included elsewhere in this and prior year Form 10-Ks.

                   Consolidated Selected Financial Information
     (Dollar amounts in
            000's                           Year Ended March 31,
   except per share data)
   --------------------------  -------------------------------------------------
                                2000      1999       1998      1997      1996
                              --------- --------- -------------------- ---------
   Results of Operations
     Net revenues             $44,724   $39,619   $30,384   $24,702    $21,266
     Net Income (loss)
       Continuing                 175      (546)   (1,633)   (1,967)    (2,142)
   Operations
     Net Income (loss)
       Discontinued            (4,918)   (5,682)    3,045     3,727      3,718
   Operations
     Net Income (loss)        $(4,743)  $(6,228)  $ 1,412   $ 1,759    $ 1,575

   Per share:
     Basic:
       Number of shares         3,124     3,120     3,120     3,119      3,119
     Net Income (loss)
       Continuing             $  0.06   $ (0.18)  $ (0.52)  $ (0.63)   $ (0.69)
   Operations
     Net Income (loss)
       Discontinued             (1.58)    (1.82)     0.98      1.19       1.19
   Operations
     Net Income (loss)        $ (1.52)  $ (2.00)   $ 0.45    $ 0.56     $  .50

     Diluted:
       Number of shares         3,124     3,120     3,162     3,142      3,149
     Net Income (loss)
       Continuing             $  0.06   $ (0.18)   $(0.52)   $(0.63)    $(0.68)
   Operations
     Net Income (loss)
       Discontinued             (1.58)    (1.82)     0.96      1.19       1.18
   Operations
     Net Income (loss)        $ (1.52)  $ (2.00)   $ 0.45    $ 0.56      $ .50

   Balance  sheet Data as                        March 31,
   of:
                              --------------------------------------------------
                               2000      1999      1998      1997      1996
                              --------- --------- --------- --------------------
   Working capital            $ 2,879   $12,592   $13,950   $17,471   $13,844
   Total assets                18,151    36,354    40,793    33,450    33,217
   Long term liabilities        1,689    15,825    14,016     9,961     6,805
   Total liabilities            6,998    20,499    18,710    12,787    14,313
   Stockholders' equity        11,153    15,855    22,083    20,663    18,904



<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As described  elsewhere herein,  the Company has sold its product operations and
is  pursuing   strategic   alternatives  for  its  visiting  nurse   operations.
Accordingly,  the results of continuing  operations presented below include only
the result of the Company's adult day health services  operations  consisting of
in-center  adult day care and personal care  services  provided in the patients'
homes.

RESULTS OF CONTINUING OPERATIONS

The  financial  tables  that  follow are  presented  for  continuing  operations
excluding non-recurring items.

            Year Ended March 31, 2000 Compared with Year Ended March 31, 1999
            -----------------------------------------------------------------
<TABLE>
<CAPTION>

                              2000                  1999                   Change
                              ----                  ----                   ------
                            Amount      %Rev.       Amount      %Rev.      Amount          %
                            ------      -----       ------      -----      ---------    --------
<S>                     <C>             <C>      <C>            <C>        <C>              <C>

Net Revenues            $ 44,723,677     100.0% $ 39,619,347      100.0% $  5,104,330       12.9%

Cost of Sales
  and Services            37,330,896      83.5%   33,651,115       85.0%    3,679,781       10.9%

Center
  Contribution             7,392,781      16.5%    5,968,232       15.0%    1,424,549       23.9%

Selling, General &
  Administrative           4,417,438       9.9%    4,586,673       11.6%     (169,235)      -3.7%

Depreciation and
  Amortization               940,390       2.1%      916,876        2.3%       23,514       2.56%

Provision for uncollectible
  accounts                   906,614       2.0%      460,356        1.2%      446,258       96.9%

Goodwill
  Write-down                    --     -%            113,196        0.3%     (113,196)      NM

Interest, Net                317,550       0.7%      527,435        1.3%     (209,885)     -39.8%
                            --------                --------                 ---------
Income from
  continuing operations
  before non-recurring items,
  taxes, and
  accounting change     $    810,789       1.8% $   (636,304)   -1.6%    $  1,447,093       NM
                         ===========             ============             ===========
</TABLE>

NM=Not Meaningful
------------------------------------------------------------------------------


<PAGE>

Net Revenues
Net revenues  increased  13% to $44.7  million  from $39.6  million in the prior
year. Growth came primarily from volumes,  which grew to 636,394 days of care in
2000 from 544,283 in 1999.  Average  revenue per day of care increased 11.5% due
to mix changes and price  increases.  Increased  volumes were derived  primarily
from  increased  occupancy  in the adult day care  centers  which grew to 73% of
capacity in 2000 from 70% of capacity in 1999.  Average  capacity  increased  to
1,588 in 2000 from 1,496 in 1999. As of April 1, 2000 total system  capacity was
1,621 guests per day.

Cost of Sales and Services
Cost of sales and services as a percent of revenues declined to 84% in 2000 from
85% in 1999 primarily as a result of increased volumes of business and increased
occupancy rates for in-facility care.

Selling, General and Administrative
The decrease of $169,235 is due primarily to reduced administrative costs due to
the Company's  strategic  repositioning  and down-sizing  activities.  SG&A as a
percent of revenues dropped to 9.9% in 2000 from 11.6% in 1999.

Depreciation and Amortization
Depreciation  and  amortization  increased  by  3% or  $23,514  due  to  capital
expenditures.

Provision for Uncollectible Accounts
Management  establishes  an allowance for  uncollectible  accounts  based on its
estimate  of  probable   collection   losses.  The  increase  in  provision  for
uncollectible  accounts resulted from certain individual customer accounts which
became aged during the period.

Interest, Net
The decrease in interest, net is primarily a result of lower average outstanding
debt  levels  associated  with the  Company's  improved  operating  results  and
proceeds from the sale of the product operations.





<PAGE>

<TABLE>
<CAPTION>


            Year Ended March 31, 1999 Compared with Year Ended March 31, 1998
            -----------------------------------------------------------------

                           1999                        1998                                         Change
                           ----                        ----                                         ------
                         Amount        %Rev.           Amount          %Rev.            Amount                %
                         ------        -----           ------          -----          -----------           ------
<S>                     <C>             <C>             <C>             <C>               <C>              <C>

Net Revenues          $ 39,619,347          100.0%     $ 30,383,571          100.0%     $  9,235,776          30.4%

Cost of Sales
  and Services          33,651,115           85.0%       27,262,355           89.7%        6,388,760          23.4%


Center
 Contribution            5,968,232           15.0%        3,121,216           10.3%        2,847,016          91.2%

Selling, General &
  Administrative         4,586,673           11.6%        4,317,545           14.2%          269,128           6.2%

Depreciation and
  Amortization             916,876            2.3%          933,118            3.1%          (16,242)         -1.7%

Provision for
  uncollectible
  accounts                 460,356            1.2%          311,478            1.0%          148,878          47.8%

Goodwill
  Write-down               113,196            0.3%             --           --               113,196           NM

Interest, Net              527,435            1.3%          338,566            1.1%          188,869          55.8%
                           -------                       ------------                        -------

Income from
  continuing operations
  before non-recurring
  items, taxes, and
  accounting change   $   (636,304)          -1.6%      $ (2,779,491)         -9.2%     $  2,343,187           NM
                       ============                     =============                   ============
</TABLE>

NM=Not Meaningful
-------------------------------------------------------------------------------

Net Revenues
Net revenues  increased  30% to $39.6  million  from $30.4  million in the prior
year. Growth came primarily from volumes,  which grew to 544,283 days of care in
1999  from  442,337  in  1998.   Average  revenue  per  day  of  care  increased
approximately 5% as a result of pricing and mix changes.  Increased volumes were
derived  primarily from increased  occupancy in the adult day care centers which
grew to 70% of capacity in 1999 from 60% of capacity in 1998.

Cost of Sales and Services
Cost of sales and services as a percent of revenues declined to 85% in 1999 from
90% in 1998 primarily as a result of increased volumes of business and increased
occupancy rates for in-facility care.

Selling, General and Administrative
The  increase  of  $269,128  is  primarily  due to  growth  in the  size  of the
operations. SG&A as a percent of revenues dropped to 11.6% in 1999 from 14.2% in
1998.

Depreciation and Amortization
Depreciation  and  amortization  was  approximately  the same as 1998 due to the
following factors: the June 1998 non-recurring write-down of goodwill, partially
offset by the impact of capital  expenditures,  net of  certain  property  items
still in service reaching the end of their useful lives.

Provision for Uncollectible Accounts
Management  establishes  an allowance for  uncollectible  accounts  based on its
estimate  of  probable   collection   losses.  The  increase  in  provision  for
uncollectible  accounts resulted from certain individual customer accounts which
became uncollectible during the period.

Interest, Net
The  increase  in  interest,  net was  primarily  a  result  of  higher  average
outstanding debt levels .

Income Taxes - Years Ended March 31, 2000 and 1999
As of March 31, 2000,  the Company has net deferred tax assets of  approximately
$3.5  million.  The net  deferred  tax  asset is  composed  of $3.4  million  of
long-term deferred tax assets and $117,000 of current deferred tax assets.

The Company has provided a valuation  allowance against certain net deferred tax
assets  based upon  management's  estimation  of  realizability  of those assets
through  future  taxable  income.  This valuation was based in large part on the
Company's  history of  generating  operating  income or losses,  individual  tax
locales and expectations for the future.  The Company's  ability to generate the
expected  amounts of taxable  income from future  operations  is dependent  upon
general economic conditions,  competitive  pressures on revenues and margins and
legislation  and  regulation  at  all  levels  of  government.   Management  has
considered the above factors in reaching its conclusions  that it is more likely
than not that future  taxable income will be sufficient to fully utilize the net
deferred tax assets.  However,  there can be no assurances that the Company will
meet its expectations of future taxable income.

The  effective  income tax rate was  approximately  42% of income  before income
taxes for 2000 as  compared  to an  effective  income tax rate of  approximately
41.25% of loss  before  taxes for 1999 and 1998.  The  benefit  in 1999 and 1998
resulted  directly  from the  recognition  of losses  incurred  from  continuing
operations  and was  provided  at a lower  than  statutory  rate  due to the tax
implications  of state and local net operating loss  carryforwards  arising from
the 1999 and 1998 losses.

Loss on Disposal of Certain Operations
The accompanying  income statement for fiscal 2000 includes a one-time charge of
$416,808  ($241,749  after tax or $0.08) per share related to the closure of the
Company's  Birmingham  AL adult day care center.  The charge  consists of future
lease obligations and unamortized leasehold improvements.

Discontinued Operations
As part of a formal plan of  separation,  the Company on November  12, 1999 sold
its product  operations  (consisting  of infusion  therapy and  respiratory  and
medical  equipment  businesses) to Lincare  Holdings,  Inc. in an asset sale for
$14.5 million and is pursuing available  strategic  alternatives to complete the
separation of its visiting nurse operations. Proceeds from the sale were used to
repay  obligations  outstanding  under the Company's  bank line of credit.  As a
result of the operational  separations,  the Company has recorded a one-time net
of tax  loss of  approximately  $5  million  or  ($1.60)  in the  quarter  ended
September  30, 1999.  This charge  reduced the book value of the  operations  to
their  expected net realizable  value  provides for losses on fulfilling  center
obligations  and close down costs and includes the  estimated  future  operating
results of the visiting nurse operations prior to separation. These changes have
been accounted for as discontinued operations in the accompanying financial
statements.

The  estimated  loss on disposal of  discontinued  operations  reflected  in the
accompanying  financial statements includes management's estimate of the results
of operating  the visiting  nurse  segment  prior to disposal and the  estimated
financial results of such disposal based on information currently available. The
form and timing of the implementation of a Medicare  Prospective  Payment System
for home care  (PPS) may have a  material  impact on the  disposal  value of the
visiting  nurse  operations,  as  described  in more  detail in the notes to the
accompanying financial statements.

Revenues  from   discontinued   operations   were   approximately   $46,742,000,
$57,542,000  and  $64,799,000  for the years ended March 31, 2000, 1999 and 1998
respectively. For periods prior to the sale, interest expense has been allocated
to continuing and  discontinued  operations on the basis of relative net assets.
Accordingly,  interest expense has been allocated to discontinued  operations in
the amounts of  approximately  $613,000,  $1,034,000  and $655,000 for the years
ended March 31, 2000, 1999 and 1998 respectively.

The  accompanying  balance sheet includes net current assets and  liabilities of
discontinued operations, consisting primarily of accounts receivable, inventory,
accounts payable and accrued  liabilities,  and long term assets of discontinued
operations  consisting  primarily  of  property,  plant  and  equipment,  net of
accumulated depreciation and goodwill.

Building Sale
In May 1999, the Company sold an office  building  resulting in a  non-operating
loss of $91,701.  The  transaction  generated net cash of $79,093 after repaying
mortgage debt of approximately $40,000.

Liquidity and Capital Resources

Revolving Credit Facility

The Company has a $20 million  revolving credit facility with Bank One Kentucky,
NA. The credit  facility bears interest at prime plus a margin  (ranging from 0%
to 1.0%,  currently  0.50%)  dependent  upon  total  leverage  and is secured by
substantially all assets and the stock of the Company's subsidiaries. Borrowings
are  available  equal to the  greater  of:  a) a  multiple  of  earnings  before
interest,  taxes,  depreciation  and  amortization  (as defined) or, b) an asset
based formula,  primarily  based on accounts  receivable.  Borrowings  under the
facility may be used for working capital, capital expenditures,  development and
growth of the  business  and  other  corporate  purposes.  The  facility  has an
expiration date of April 10, 2001.

As part of a formal plan of separation,  the Company sold its product operations
(consisting  of  infusion   therapy  and  respiratory   and  medical   equipment
businesses) to Lincare Holdings,  Inc. in an asset sale for $14.5 million and is
pursuing  available  strategic  alternatives  to complete the  separation of its
visiting nurse operations. Proceeds from the sale were used to repay obligations
outstanding  under the  Company's  bank  line of  credit.  As of March 31,  2000
approximately  $3.2  million  remained  outstanding  on the line of credit.  The
Company  has  retained  certain  assets  and  liabilities  associated  with  the
discontinued operations,  the liquidation of which, together with disposition of
the  visiting  nurse  operations,  are  expected  to reduce the  Company's  bank
borrowings  to  approximately  $651,000.  Accordingly,  as of  March  31,  2000,
approximately  $2.5  million of debt has been  classified  with net assets  from
discontinued operations in the accompanying balance sheet

The Company believes that this facility will be sufficient to fund its operating
needs for at least the next twelve months.

Management will continue to evaluate  additional capital including possible debt
and equity investments in the Company to support a more rapid development of the
business than would be possible with internal funds.



<PAGE>

Cash Flows and Financial Conditions

Key elements to the Consolidated Statements of Cash Flows were (in thousands):

Net Change in Cash and Cash Equivalents  2000          1999         1998
---------------------------------------  ----          ----         ----

Continuing Operations
  Provided by (used in)
  Operating activities               $   2,592       $    558     $  (449)
  Investing activities                    (810)          (525)     (2,391)
  Financing activities                 (14,901)         1,512       4,326
                                     ----------       --------    --------
                                      $(13,119)       $ 1,545     $ 1,486
Discontinued operations               $ 13,510        $(1,327)    $(1,677)
                                      --------       --------    --------
Net Change in Cash and Cash          $     391        $   218     $  (191)
Equivalents                           ========       ========     ========

2000
Net cash used by operating  activities resulted  principally from current period
income,  net of changes in  accounts  receivable,  accounts  payable and accrued
expenses.  The increase in accounts  receivable  resulted from volume increases.
Days sales outstanding declined to 53 from 59 at March 31, 2000. The increase in
accounts  payable and accrued  liabilities  resulted from additional  volume and
increased  tax  liabilities.  Net cash  used in  investing  activities  resulted
principally  from  amounts  invested  in adult  day  health  services  expansion
activities,  and improvements in information  systems and, net of cash generated
from the sale of a  building.  Net cash used in  financing  activities  resulted
primarily from reduced  borrowings under the Company's credit facility resulting
from  proceeds  from the sale of the product  operations,  and reduced  mortgage
obligations related to the building sold.

1999
Net cash used by operating  activities resulted  principally from current period
loss,  net of changes in  accounts  receivable,  accounts  payable  and  accrued
expenses.  The decrease in accounts  receivable  resulted from volume decreases.
The decrease in accounts payable and accrued  liabilities  resulted  principally
from the timing of  payments.  Net cash used in  investing  activities  resulted
principally  from  amounts  invested  in adult  day  health  services  expansion
activities,  and improvements in information systems. Net cash used in financing
activities resulted primarily from reduced borrowings under the Company's credit
facility.

1998
Net cash used by operating  activities resulted  principally from current period
losses,  net of changes in  accounts  receivable,  accounts  payable and accrued
expenses.  Net cash  used in  investing  activities  resulted  principally  from
amounts  invested  in  adult  day  health  services  expansion  activities,  the
acquisition of certain operations and improvements in information  systems.  Net
cash provided by financing activities resulted primarily from an increase in the
Company's credit facility.


Year 2000 Computer System Issue

The Company has  experienced no significant  business issues related to the Year
2000 computer issue. Expenditures related to this issue were not material to the
Company's financial position or results of operations.



<PAGE>

Health Care Reform

The health  care  industry  has  experienced,  and is  expected  to  continue to
experience,  extensive and dynamic  change.  In addition to economic  forces and
regulatory influences, continuing political debate is subjecting the health care
industry  to  significant  reform.  Health  care  reforms  have been  enacted as
discussed  elsewhere in this document and proposals for  additional  changes are
continuously formulated by departments of the federal government,  Congress, and
state legislatures.

Government   officials  can  be  expected  to  continue  to  review  and  assess
alternative health care delivery systems and payment  methodologies.  Changes in
the law or new  interpretations  of existing laws may have a dramatic  effect on
the definition of permissible or impermissible activities,  the relative cost of
doing business, and the methods and amounts of payments for medical care by both
governmental and other payors.  Legislative  changes to "balance the budget" and
slow the annual rate of growth of  expenditures  are expected to continue.  Such
future changes may further impact reimbursement.  There can be no assurance that
future legislation or regulatory changes will not have a material adverse effect
on the operations of the Company.

State  legislative  proposals  continue to be introduced  that would impose more
limitations  on  payments  to  providers  of health  care  services  such as the
Company.  Many states have enacted, or are considering  enacting,  measures that
are designed to reduce their Medicaid expenditures.

The Company cannot predict what additional government regulations may be enacted
in the  future  affecting  its  business  or how  existing  or  future  laws and
regulations might be interpreted,  or whether the Company will be able to comply
with such laws and regulations in its existing or future markets.

Refer to the  sections on  Reimbursement  Changes and  Cautionary  Statements  -
Forward Outlook and Risks in Part I, and the notes to the accompanying financial
statements and Management's  Discussion and Analysis of Financial  Condition and
Results of Operations all included in this Form 10K for additional information.

Impact of Inflation

Management  does not believe that inflation has had a material  effect on income
during the past several years.


<PAGE>

ITEM 7a. Quantitative and Qualitative Disclosures About Market Risk

Derivative Instruments

The Company does not use derivative instruments.

Market Risk of Financial Instruments

The Company's primary market risk exposure with regard to financial  instruments
is to changes in interest rates.

At March 31,  2000,  a  hypothetical  100 basis  point  increase  in  short-term
interest  rates would  result in a reduction of  approximately  $6,500 in annual
pre-tax earnings from continuing operations.


<PAGE>





ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                      ALMOST FAMILY, INC. AND SUBSIDIARIES
                       (FORMERLY CARETENDERS HEALTH CORP)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                         Year Ended March 31,
                                              -------------------------------------------
                                                    2000           1999               1998
<S>                                                <C>           <C>              <C>


Net revenues                                      $ 44,723,677    $ 39,619,347    $   30,383,571
Cost of sales and services                          37,330,896      33,651,115        27,262,355
Selling, general and administrative expenses         4,417,438       4,586,673         4,317,545
Depreciation and amortization expense                  940,390         916,876           933,118
Provision for uncollectible accounts                   906,614         460,356           311,478
Goodwill write-down                                          -         113,196                 -
Loss on disposal of certain operations                 416,808            --                   -
                                                    ----------    ------------    --------------
Income (loss) from continuing operations
  before other                                         711,531        (108,869)       (2,440,925)
  Income (expense) and income taxes

Other income (expense):
  Loss on building sale                                (91,701)              -                 -
  Interest expense                                    (317,550)       (527,435)         (338,566)
                                                   ------------    --------------    ------------
Income (loss) from continuing operations
  before income taxes                                  302,280        (636,304)       (2,779,491)

Provision (benefit) for income taxes                   126,958        (262,475)       (1,146,540)
                                                    -----------    -------------- --------------


   Net income (loss) from Continuing Operations        175,322        (373,829)       (1,632,951)
                                                    ------------    -------------    -----------

Discontinued operations
  Income (loss) from operations, net of applicable
  income taxes of $59,000, $(1,802,000) and
  $2,138,000                                            81,724      (5,681,864)        3,044,762

  Loss on disposal, net of applicable income
    taxes of $491,000                               (5,000,000)              -                 -
                                                   ------------    --------------  --------------
                                                    (4,918,276)     (5,681,864)        3,044,762
Cumulative effect on prior years of a change
in method of accounting for pre-opening costs,
net of accounting for pre-opening costs, net of
applicable  income taxes of $122,000                         -        (171,974)               -
                                                  ------------    --------------  --------------
 Net income (loss)
                                                  $ (4,742,954)   $ (6,227,667)   $    1,411,811
                                                  ============    ==============  ==============

Per share amounts-Basic and Diluted
  Average shares outstanding

                                                     3,124,016       3,120,413         3,120,413

Net Income (loss) from Continuing Operations      $       0.06    $      (0.12)   $        (0.52)

Discontinued operations
  Income (loss) from operations, net of                   0.02           (1.82)             0.98
  applicable income taxes
  Loss on disposal, net of applicable income             (1.60)             -                  -
  taxes                                             ------------    --------------     ------------
                                                         (1.58)          (1.82)             0.98
Cumulative effect on prior years of a change in
  method of accounting for pre-opening costs,               -            (0.06)                -
  net of applicable income taxes                   ------------    --------------     -------------

Net income (loss)                                  $     (1.52)   $      (2.00)   $         0.45
                                                   ============   ==============    ================


</TABLE>

               The accompanying notes to consolidated  financial  statements are
                   an integral part of these financial statements.


<PAGE>


                      ALMOST FAMILY, INC. AND SUBSIDIARIES
                       (FORMERLY CARETENDERS HEALTH CORP)
                           CONSOLIDATED BALANCE SHEETS



                ASSETS                          March 31, 2000   March 31, 1999

  CURRENT ASSETS:

     Cash and cash equivalents                          1,427,537    1,036,951
     Accounts receivable - net                          6,459,004    6,430,368
     Prepaid expenses and other current assets            184,580       85,571
     Deferred tax assets                                  116,835            -
     Net assets of discontinued operations                      -    9,713,773
                                                       -----------  -----------
          TOTAL CURRENT ASSETS                          8,187,956    17,266,663
                                                       -----------  -----------

  PROPERTY AND EQUIPMENT - net                          3,079,636     3,434,518

  COST IN EXCESS OF NET ASSETS ACQUIRED - net           2,537,740     2,517,543

  DEFERRED TAX ASSETS                                   3,429,093     4,137,000

  OTHER ASSETS                                            916,482       284,595

  LONG TERM ASSETS OF DISCONTINUED OPERATIONS, NET              -     8,714,073

                                                      ------------  -----------
                                                      $18,150,907   $36,354,392
                                                      ============  ===========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------
  CURRENT LIABILITIES:
     Accounts payable and accrued liabilities         $ 5,309,359   $ 4,001,426
     Other current liabilities                                  -       673,000
                                                     -------------- ------------
                                                        5,309,359     4,674,426
                                                    --------------- ------------

  LONG-TERM LIABILITIES:
     Revolving Credit Facility                            651,221    15,593,007
     Other liabilities                                  1,037,296       231,733
                                                   ---------------  ------------
            TOTAL LONG-TERM LIABILITIES                 1,688,517    15,824,740
                                                   ---------------  ------------
                                                        6,997,876    20,499,166

  COMMITMENTS AND CONTINGENCIES

  STOCKHOLDERS' EQUITY:
       Common stock, par value $0.10; authorized          315,119       313,044
       10,000,000 shares; 3,151,186
       issued and outstanding
       Treasury stock, at cost, 10,000 shares             (95,975)      (95,975)
       Additional paid-in capital                      25,384,270    25,345,586
       Accumulated deficit                            (14,450,383)   (9,707,429)
                                                   --------------   -----------
            TOTAL STOCKHOLDERS' EQUITY                 11,153,031    15,855,226
                                                   ---------------  ------------
                                                     $ 18,150,907   $36,354,392
                                                   ==============   ============

           The accompanying notes to consolidated financial statements
                  are an integral part of these balance sheets.


<PAGE>


                      ALMOST FAMILY, INC. AND SUBSIDIARIES
                        (FORMERLY CARETENDERS HEALTHCORP)
                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    Years ended March 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>


                          Common Stock    Treasury Stock   Additional                Total
                        ----------------------------------  Paid-in   Accumulated  Stockholders'
                        Shares     Amount   Shares Amount   Capital    Deficit      Equity
                        -------   --------- ------ -------- --------- ----------- -----------
<S>                     <C>       <C>        <C>    <C>       <C>          <C>          <C>

Balance, March 31, 1997 3,129,436 $312,944   10,000 $(95,975) $25,337,876 $ (4,891,573)  $20,663,272

Options Exercised           1,000      100        -        -        7,710            -         7,810
Net Income                      -        -        -        -            -    1,411,811     1,411,811
                          -------  --------- ------  --------   ---------    -----------  -----------
Balance, March 31, 1998 3,130,436  313,044   10,000  (95,975)  25,345,586   (3,479,762)   22,082,893


Net Loss                        -        -        -        -           -    (6,227,667)   (6,227,667)
                        ---------  --------- ------ --------   ----------    ----------  -----------
Balance, March 31, 1999 3,130,436  313,044   10,000  (95,975)  25,345,586   (9,707,429)   15,855,226

Options Exercised          20,750    2,075        -        -       38,684            -        40,759
Net Loss                        -        -        -        -            -   (4,742,954)   (4,742,954)

                       --------- ---------   ------ --------  -----------  -----------   -----------
Balance, March 31, 2000 3,151,186 $315,119   10,000 $(95,975) $25,384,270 $(14,450,383)  $11,153,031
                       ========== =========  ====== ========= ===========  ===========   ===========

</TABLE>

For the periods presented,  there are no elements of other comprehensive  income
as  defined  by  the   Financial   Accounting   Standards,   No.  130  Reporting
Comprehensive Income.


           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.


<PAGE>
                      ALMOST FAMILY, INC. AND SUBSIDIARIES
                        (FORMERLY CARETENDERS HEALTHCORP)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                         Year Ended March 31,
                                                   ---------------------------------
                                                      2000        1999       1998
                                                   ----------- ----------- ---------
<S>                                                <C>        <C>         <C>

Cash flows from operating activities:
 Net income (loss)                               $  175,322  $ (545,803) $(1,632,951)

Adjustments to reconcile net income to net cash
provided by (used in)
 Operating activities:
     Depreciation and amortization                  940,390     916,876     933,118
     Provision for uncollectible accounts           906,614     460,356     311,478
 Goodwill write-down                                      -     113,196           -
 Loss on disposal of certain operations             508,509                       -
 Cumulative effect of change in accounting                -     171,974           -
 principle
 Deferred income taxes                              (81,928)   (307,710)   (653,790)
 Other                                                    -
                                                   ----------- ----------- ---------
                                                  2,448,907     808,889  (1,042,145)
Change in certain net assets, net of the
effects of acquisitions and
dispositions:
     (Increase) decrease in:
         Accounts receivable                       (935,250)     78,384    (849,213)
         Prepaid expenses and other current assets  (99,009)     70,974    (196,349)
         Other assets                              (631,887)     (4,217)     33,284
     Increase (decrease) in:
         Accounts payable and accrued expenses    1,279,261    (692,135)  2,022,589
         Other Liabilities                          530,563     295,928    (417,545)
                                                   ----------- ----------- ---------
       Net cash provided by (used in) operating   2,592,585     557,823    (449,379)
        activities                                ----------- ----------- ---------

Cash flows from investing activities:
     Capital expenditures                          (809,551)   (524,533) (1,269,943)
     Proceeds from sale of assets                   119,009            -          -
     Acquisitions, net of cash acquired            (120,000)           - (1,120,479)
                                                   ----------- ---------  ---------
     Net cash (used in) provided by investing      (810,542)   (524,533) (2,390,422)
        activities                                 ----------- --------- ----------

Cash flows from financing activities:
     Proceeds from stock option exercises            40,759           -          -
     Net revolving credit facility borrowings   (14,941,786)  1,512,361   4,326,006
                                                 ----------- -----------  ---------
     Net cash provided by (used in) financing   (14,901,027)  1,512,361   4,326,006
        activities                               ----------- ----------   ---------

Net Cash Provided by (used in)
  Discontinued Operations                        13,509,570  (1,327,255) (1,676,765)
                                                -----------  -----------  ---------

Net (decrease) increase in cash and cash
  equivalents                                       390,586     218,396    (190,560)

Cash and cash equivalents at beginning of year    1,036,951     818,555   1,009,115
                                                  ---------   ----------- ----------
Cash and cash equivalents at end of year        $ 1,427,537  $1,036,951  $  818,555
                                                 =========== ===========  ==========
Cash Paid for:
  Interest                                      $   989,000  $1,541,000  $1,049,000
  Taxes                                         $   232,000  $  175,000  $  197,000

</TABLE>

           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.


<PAGE>


                      ALMOST FAMILY, INC. AND SUBSIDIARIES
                       (FORMERLY CARETENDERS HEALTH CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       39

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION AND DESCRIPTION OF BUSINESS


The  consolidated  financial  statements  include the accounts of Almost Family,
Inc. and its wholly-owned subsidiaries ("the Company").  Almost Family, Inc. and
subsidiaries   (collectively   "Almost   Family"  or  the   "Company")   provide
alternatives  for seniors and other adults with special needs and their families
who  wish to  avoid  nursing  home  placement  as long as  possible  and  remain
independent,  through  its  network  of adult  day care  centers  and  ancillary
services. Refer also to Note 11 for a discussion of discontinued operations. The
Company has  operations in Alabama,  Connecticut,  Florida,  Indiana,  Kentucky,
Maryland,  Massachusetts,  and Ohio. All material intercompany  transactions and
accounts have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Company  considers  all highly  liquid debt  instruments  purchased  with an
original maturity of three months or less to be cash equivalents.

Uninsured  deposits at March 31, 2000, and 1999 were  approximately $1.3 million
and $939,000, respectively.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation  is computed  using the
straight-line method over the estimated useful lives. The estimated useful lives
of depreciable assets are as follows:

                                                           Estimated
                                                          Useful Life
                                                          -----------
                  Buildings and improvements                  30
                  Leasehold improvements                     3-10
                  Medical equipment                          2-10
                  Office and other equipment                 3-10
                  Transportation equipment                    3-5

Included in property and equipment is rental  equipment  which may be sold. Upon
sale, the cost net of related  accumulated  depreciation  is charged to costs of
sales and services.


COST IN EXCESS OF NET ASSETS ACQUIRED

The costs in excess of fair value of net assets  acquired are stated at cost and
amortized  on a  straight-line  basis over their  estimated  useful  lives which
generally  range  from  20  (approximately  $1.2  million,   net)  to  40  years
(approximately $1.3 million, net).


Subsequent  to its  acquisitions,  the  Company  evaluates  whether  events  and
circumstances have occurred that indicate the remaining estimated useful life of
goodwill may warrant revision or that the remaining  balance of goodwill may not
be  recoverable.  When factors  indicate that  goodwill  should be evaluated for
possible   impairment,   the  Company  utilizes  appropriate  methods  (such  as
discounted  cash flows over the remaining  life of the  goodwill)   in measuring
whether or not the goodwill is recoverable.

<PAGE>

During the quarter  ended June 30, 1998,  the Company  recorded a  non-recurring
write-down of goodwill of $113,196 before taxes.  The write-down of goodwill was
required under Statement of Financial  Accounting Standard No. 121 ("SFAS 121"),
"Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to
be Disposed Of" based upon  management's  estimate of the future cash flows from
operations in one of its adult day health centers.

CAPITALIZATION POLICIES

Maintenance,  repairs and minor replacements are charged to expense as incurred.
Major  renovations and replacements are capitalized to appropriate  property and
equipment  accounts.  Upon sale or retirement of property,  the cost and related
accumulated  depreciation  are eliminated from the accounts and the related gain
or loss is recognized in income.

Construction  costs  incurred  to  ready  a  project  for its  intended  use are
capitalized for major  development  projects and are amortized over the lives of
the related assets.

PREOPENING COSTS

Effective  April 1, 1998, the Company  adopted AICPA  Statement of Position 98-5
"Reporting on the Costs of Start-up  Activities"  (SOP 98-5) which  requires all
costs incurred readying a new business for operation prior to revenue generation
to be expensed as incurred.  The Company had previously  deferred such costs and
amortized them over a period of 24 months, which was permissible previous to the
issuance of SOP 98-5. Accordingly,  the accompanying statement of operations for
the year ended March 31, 1999 includes a  non-recurring,  net of tax, expense of
approximately  $171,000 for the  cumulative  effect of this change in accounting
principle.

NET REVENUES

The Company is paid for its services  primarily by federal and state third-party
reimbursement programs,  commercial insurance companies, and patients.  Revenues
are recorded at  established  rates in the period  during which the services are
rendered.  Appropriate  allowances  to give  recognition  to third party payment
arrangements are recorded when the services are rendered.

Approximately  9.8%,  8.4%, and 5.2%, of net revenues for the fiscal years ended
March 31, 2000,  1999,  and 1998,  respectively,  were derived under federal and
state third-party cost-based reimbursement programs. These revenues are based on
cost  reimbursement  principles and are subject to examination  and  retroactive
adjustment  by agencies  administering  the  programs.  Management  continuously
evaluates  the  outcome  of  these   reimbursement   examinations  and  provides
allowances for losses based upon the best available information.  In the opinion
of  management,  adjustments,  if any,  would not be material  to the  financial
position or the results of operations of the Company.

The ability of payors to meet their  obligations  depends  upon their  financial
stability,  future  legislation  and  regulatory  actions.  The Company does not
believe there are any significant  credit risks associated with receivables from
federal and state third-party reimbursement programs. The allowance for doubtful
accounts principally consists of management's estimate of amounts that may prove
uncollectible  from  non-governmental  payors.  The allowance for  uncollectible
accounts was  approximately  $862,000  and $599,000 at March 31, 2000,  and 1999
respectively.
<PAGE>

NET INCOME (LOSS) PER SHARE

Net income per share is  presented  as a unit of basic  shares  outstanding  and
diluted shares outstanding.  Diluted shares outstanding is computed based on the
weighted  average  number  of  common  shares  and  common   equivalent   shares
outstanding.  Common  equivalent  shares result from dilutive  stock options and
warrants.  The following  table is a  reconciliation  of basic to diluted shares
used in the earnings per share calculation:

                                        For the Fiscal Years Ended March 31,
                                        --------------------------------------
                                           2000          1999        1998
                                       -------------  ----------- ------------

  Basic weighted average outstanding
  shares                                 3,124,016    3,120,436    3,120,436

  Add-common equivalent shares
  representing shares issuable upon
  exercise of dilutive options                   -            -       41,270
  and warrants
                                       -------------  ----------- ------------

  Diluted weighted average number of     3,124,016    3,120,436    3,161,706
  shares at year end
                                       =============  =========== ============


Due to the net losses incurred in fiscal 2000 and 1999, common equivalent shares
are excluded due to their anti-dilutive effect.


USE OF ESTIMATES


The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
reported  amounts of revenues and expenses  during the reported  period.  Actual
results  could  differ  from  those  estimates.  Refer  also to the  notes  "NET
REVENUES"  and   "HEALTHCARE   REFORM   LEGISLATION,   REGULATIONS   AND  MARKET
CONDITIONS".

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's  financial  instruments  consist of cash,  accounts receivable and
payable and debt  instruments.  The book values of cash and accounts  receivable
and payable are considered  representative of their respective fair values.  The
fair value of the Company's debt instruments  approximate  their carrying values
as  substantially  all of such debt has rates which  fluctuate  with  changes in
market rates.

FINANCIAL STATEMENT RECLASSIFICATIONS

Certain amounts have been reclassified in the 1999 and 1998 financial statements
in order to conform them to the 2000 presentation. Such reclassifications had no
effect on previously reported net income




<PAGE>


NOTE 2 - HEALTHCARE REFORM LEGISLATION, REGULATIONS AND MARKET CONDITIONS

Health Care Reform

The health  care  industry  has  experienced,  and is  expected  to  continue to
experience,  extensive and dynamic  change.  In addition to economic  forces and
regulatory influences, continuing political debate is subjecting the health care
industry  to  significant  reform.  Health  care  reforms  have been  enacted as
discussed  elsewhere in this document and proposals for  additional  changes are
continuously formulated by departments of the federal government,  Congress, and
state legislatures.

Government   officials  can  be  expected  to  continue  to  review  and  assess
alternative health care delivery systems and payment  methodologies.  Changes in
the law or new  interpretations  of existing laws may have a dramatic  effect on
the definition of permissible or impermissible activities,  the relative cost of
doing business, and the methods and amounts of payments for medical care by both
governmental and other payors.  Legislative  changes to "balance the budget" and
slow the annual rate of growth of  expenditures  are expected to continue.  Such
future changes may further impact reimbursement.  There can be no assurance that
future legislation or regulatory changes will not have a material adverse effect
on the operations of the Company.

State  legislative  proposals  continue to be introduced  that would impose more
limitations  on  payments  to  providers  of health  care  services  such as the
Company.  Many states have enacted, or are considering  enacting,  measures that
are designed to reduce their Medicaid expenditures.

The Company cannot predict what additional government regulations may be enacted
in the  future  affecting  its  business  or how  existing  or  future  laws and
regulations might be interpreted,  or whether the Company will be able to comply
with such laws and regulations in its existing or future markets.

Refer to the  sections on  Reimbursement  Changes and  Cautionary  Statements  -
Forward Outlook and Risks in Part I, and the notes to the accompanying financial
statements and Management's  Discussion and Analysis of Financial  Condition and
Results of Operations all included in this Form 10K for additional information.

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts  payable and accrued  expenses at March 31, 2000 and 1999  consisted of
the following:

                                      2000         1999
                                  ------------  ----------
          Trade payables           $1,581,748   $1,121,882
          Wages and employee        2,214,073    1,323,754
          benefits
          Accrued taxes             1,158,878      731,628
          Other                       354,660      824,162
                                  ------------  ----------
                                   $5,309,359   $4,001,426
                                  ============  ==========




<PAGE>


NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment, including equipment under capital leases, consist of the
following:

                                              March 31,        March 31,
                                                2000             1999
                                           ---------------  --------------

    Buildings and improvements                  $820,299        $911,999
    Leasehold improvements                     3,527,844       3,208,384
    Medical  equipment                           520,057         506,658
    Computer equipment                         2,752,998       2,621,194
    Office and other equipment                 1,523,815       1,376,562
    Transportation equipment                   1,252,996       1,287,507
                                            ------------    --------------
                                              10,398,009       9,912,304
    Less accumulated depreciation             (7,318,373)     (6,477,786)
                                           ---------------  --------------
                                              $3,079,636      $3,434,518
                                           ===============  ==============


Depreciation expense was approximately  $840,000,  $825,000 and $841,000 for the
fiscal years ended March 31, 2000, 1999, and 1998, respectively.

NOTE 5 - REVOLVING CREDIT FACILITY

The Company has a $20 million  revolving credit facility with Bank One Kentucky,
NA. The credit  facility bears interest at prime plus a margin  (ranging from 0%
to 1.0%,  currently  0.50%)  dependent  upon  total  leverage  and is secured by
substantially all assets and the stock of the Company's subsidiaries. Borrowings
are  available  equal to the  greater  of:  a) a  multiple  of  earnings  before
interest,  taxes,  depreciation  and  amortization  (as defined) or, b) an asset
based formula,  primarily  based on accounts  receivable.  Borrowings  under the
facility may be used for working capital, capital expenditures,  development and
growth of the  business  and  other  corporate  purposes.  The  facility  has an
expiration date of April 10, 2001.

As part of a formal plan of separation,  the Company sold its product operations
(consisting  of  infusion   therapy  and  respiratory   and  medical   equipment
businesses) to Lincare Holdings,  Inc. in an asset sale for $14.5 million and is
pursuing  available  strategic  alternatives  to complete the  separation of its
visiting nurse operations. Proceeds from the sale were used to repay obligations
outstanding  under the  Company's  bank  line of  credit.  As of March 31,  2000
approximately  $3.2  million  remained  outstanding  on the line of credit.  The
Company  has  retained  certain  assets  and  liabilities  associated  with  the
discontinued operations,  the liquidation of which, together with disposition of
the  visiting  nurse  operations,  are  expected  to reduce the  Company's  bank
borrowings  to  approximately  $651,000.  Accordingly,  as of  March  31,  2000,
approximately  $2.5 million of debt has been classified with net assets from the
discontinued operations in the accompanying balance sheet. See Note 11.


NOTE 6 - INCOME TAXES

The Company  recognizes  deferred  tax assets and  liabilities  for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements  or  tax  returns.  Under  this  method,   deferred  tax  assets  and
liabilities  are determined  based on the difference  between the Company's book
and tax bases of assets and liabilities and tax carryforwards  using enacted tax
rates in effect for the year in which the  differences  are expected to reverse.
The principal tax carryforwards and temporary differences were as follows:

<PAGE>


                                    March 31, 2000      March 31, 1999
                                    ----------------   ------------------
   Deferred tax assets
   Nondeductible reserves and
   allowances                        $   1,759,000       $       669,000
   Intangibles                           2,440,000             2,455,000
   Net operating loss                      997,000             1,198,000
   carryforwards
   Accelerated depreciation                143,000               792,000
   AMT Credit                                    -                58,000
   Other                                                           9,000
                                    ----------------   ------------------
                                         5,339,000             5,181,000
   Valuation allowance                    (997,000)             (451,000)
                                    ----------------   ------------------
                                     $   4,342,000       $     4,730,000
                                    ================   ==================
   Deferred tax liabilities
   Accounts receivable                     344,000            $1,173,000
   Other                                   452,072                93,000
                                    ----------------   ------------------
                                           796,072            $1,266,000
                                    ================   ==================
   Net deferred tax assets           $   3,545,928       $     3,464,000
                                    ================   ==================

Provision (benefit) for income taxes consists of the following:

<TABLE>

<CAPTION>

                                                         March 31,
                                  -----------------------------------------------------
                                        2000               1999              1998
                                  -----------------  -----------------  ---------------
<S>                                <C>               <C>                <C>

  Federal - Current                    $  383,000         $    41,000     $    267,000
  State and local - Current               536,000             345,000          150,000
  Deferred                               (242,000)         (2,573,000)         574,000
                                  -----------------  -----------------  ---------------
                                       $  677,000       $  (2,187,000)     $   991,000
                                  =================  =================  ===============

  Shown in the accompanying income statements as:
    Continuing Operations               $  127,000       $   (263,000)   $   (1,147,000)
    Discontinued Operations
      From Operations                       59,000         (1,802,000)        2,138,000
      From Loss on disposal                491,000                   -                -
    Accounting Change                            -           (122,000)               -
                                  -----------------  -----------------  ---------------
                                          $677,000       $  (2,187,000)     $   991,000
                                  =================  =================  ===============


</TABLE>

<PAGE>


A  reconciliation  of the  statutory to the  effective  rate of the Company (for
continuing operations only) is as follows:

<TABLE>
<CAPTION>
                                                        March 31,
                                     ------------------------------------------------
                                         2000             1999             1998
                                     --------------   --------------  ---------------
<S>                                   <C>                <C>            <C>

 Tax provision (benefit) using
   statutory rate                     $  102,775        $(216,343)      $ (945,027)
   Goodwill                               33,546           73,062           60,604
   Valuation Allowance                  (131,216)               -                 -
   State and local taxes, net of
   Federal benefit                       108,155          (41,487)        (181,223)
   Other, net                             13,698          (77,707)         (80,894)
                                     ---------------  --------------  ---------------
   Tax provision (benefit)
     Continuing Operations            $  126,958        $(262,475)     $(1,146,540)
                                     ===============  ==============  ===============
</TABLE>

The Company has provided a valuation  allowance against certain net deferred tax
assets  based upon  management's  estimation  of  realizability  of those assets
through  future  taxable  income.  This valuation was based in large part on the
Company's  history of generating  operating  income or losses in individual  tax
locales and expectations for the future.  The Company's  ability to generate the
expected  amounts  of taxable  income  from  future  operations  to realize  its
recorded  net  tax  assets  is  dependent  upon  general  economic   conditions,
competitive  pressures on revenues and margins and legislation and regulation at
all levels of government.  There can be no assurances that the Company will meet
its  expectations of future taxable income.  However,  management has considered
the above  factors in reaching its  conclusions  that it is more likely than not
that future  taxable income will be sufficient to fully utilize the net deferred
tax assets as of March 31, 2000.

During  fiscal  2000,  based on  changes in facts and  circumstances,  favorable
changes occurred in the Company's  expectations with regard to the generation of
future taxable income in certain tax jurisdictions.  Accordingly,  the state and
local tax provision for fiscal 2000 includes a reduction of previously  recorded
valuation allowances of approximately $131,000.

As of March 31, 2000,  the Company has fully  utilized its Federal net operating
loss carryforward.

NOTE 7 - Shareholders Equity

Employee Stock Option Plans

1. The Company has a  Nonqualified  Stock  Option  Plan which  provides  for the
granting of options to key employees, officers, and directors, to purchase up to
220,000 shares of the Company's common stock. The Board of Directors  determined
the amount and terms of the options which cannot exceed ten years. The period of
time for granting options under this plan has expired.

2. The Company has a Supplemental  Nonqualified Stock Option Plan which provides
options to purchase up to 40,000  shares of the  Company's  common  stock to key
employees and non-employee  consultants.  The Board of Directors  determined the
amount and terms of the options,  which cannot  exceed ten years.  The period of
time for granting options under this plan has expired.

3. The Company has a 1991  Long-term  Incentive  Nonqualified  Stock Option Plan
which provides  options to purchase up to 500,000 shares of the Company's common
stock to key employees,  officers,  and  directors.  The Board of Directors will
determine the amount and terms of the options, which cannot exceed ten years.
<PAGE>

4. The Company has a 1993 Stock  Option Plan for  Non-employee  Directors  which
provides  options to purchase up to 120,000 shares of the Company's common stock
to directors who are not employees.  Each newly elected director or any director
who does not possess options to purchase  10,000 shares of the Company's  common
stock will  automatically be granted options to purchase 10,000 shares of common
stock at an exercise price based on the market price as of the date of grant.

Changes  in  qualified   options,   non-qualified   options,   and  supplemental
non-qualified options and warrants outstanding are summarized as follows:

                                 Warrants                  Options
                           ----------------------   -----------------------

                                       Wtd. Avg                  Wtd. Avg
                            Shares    Ex. Price      Shares     Ex. Price
                           ---------  -----------   ---------   -----------



       March 31, 1997       226,600       $12.03     538,800         $7.87

       Granted                    -                   46,500         $8.11
       Exercised                  -                    1,000         $7.81
       Terminated                 -                  151,300         $8.57
                           ---------                ---------
       March 31, 1998       266,600       $12.03     433,000         $7.65

       Granted                    -                  271,800         $2.37
       Exercised                  -                        -         $   -
       Terminated                 -                   96,800         $6.69
                           ---------                ---------
       March 31, 1999       266,600       $12.03     608,000         $2.57

       Granted                    -                   14,000         $2.33
       Exercised                  -                   20,750         $1.96
       Terminated                 -                   15,350         $6.09
                           ---------                ---------
       March 31, 2000       266,600       $12.03     585,900         $2.49
                           =========                =========




<PAGE>
At March 31, 2000 and 1999,  all  outstanding  warrants  were  exercisable.  The
following table details exercisable options and related information:

                                              2000           1999
                                           ------------   ------------
       Excercisable at end of year             323,450        136,850
       Weighted Average Exercise Price           $2.53          $2.83

       Weighted Average of Fair Value
           of  options  Granted  during          $0.71          $0.83
       the year


The Company applies APB Opinion 25 and related interpretations in accounting for
its stock option plans. In 1995, Statement of Financial Accounting Standards No.
123  "Accounting  for Stock  Based  Compensation"  (SFAS 123) was issued and, if
fully  adopted,  changes the method of  recognition of costs on plans similar to
the Company's.  The Company adopted the disclosure-only  provisions of SFAS 123.
Accordingly,  no  compensation  cost has been recognized for the Company's stock
option plans. Had  compensation  cost for the stock option plans been determined
based upon the fair  value at the grant  date for the  awards in 2000,  1999 and
1998  consistent  with the  provisions of SFAS 123, the effect on net income and
earnings per share would have been reduced to the following pro forma amounts:

                                    2000             1999            1998
                               ---------------   --------------  -------------
    Net Income:    As Reported   $(4,742,954)     $(6,227,667)    $  1,411,811
                   Pro Forma     $(4,853,780)     $(6,394,105)    $  1,274,061
    Basic EPS:     As Reported   $     (1.52)     $     (2.00)    $       0.45
                   Pro Forma     $     (1.55)     $     (2.05)    $       0.41
    Diluted EPS:   As Reported   $     (1.52)     $     (2.00)    $       0.45
                   Pro Forma     $     (1.55)     $     (2.05)    $       0.40

Because  the SFAS 123  method of  accounting  has not been  applied  to  options
awarded prior to April 1, 1995,  the resulting pro forma  compensation  cost may
not be representative of that to be expected in future years.

The following table summarizes  information  about stock options  outstanding at
March 31, 2000:

                   Options Outstanding                    Options Exercisable
    --------------------------------------------------- ------------------------
                  Outstanding    Wtd. Avg.               Exercisable
     Range of        As of       Remaining    Wt. Avg.      As of      Wt. Avg.
     Ex. Price     March 31,    Contractual   Ex. Price   March 31,   Ex. Price
                      2000          Life                    2000
    ------------  ------------- ------------- --------- --------------  --------
$2.00-2.50         212,500          8.9        $  2.19        105,000    $ 2.19
$ 2.50-3.00        372,400          4.0           2.63        217,450    $ 2.63
Over $3.00           1,000           .2        $ 16.55          1,000    $16.55
                -------------                           --------------
$ 2.19-16.55       585,900          5.8        $  2.49        323,450    $ 2.53
                =============                           ==============

The fair value of each option  award is estimated on the date of grant using the
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions used for awards in 2000 and 1999  respectively:  risk-free  interest
rates of 6.05% and 4.8%,  expected  volatility  of  approximately  50% and 106%,
expected lives of 9.76 and 6.96 years and no expected dividend yields.


Shareholders Rights Plan
On February 1, 1999 the Company  implemented  a  shareholder  protection  rights
plan.  One right was  distributed as a dividend on each share of common stock of
the Company held of record as of the close of business on February 16, 1999. The
rights  will be  exercisable  only if a  person  or  group  acquires  beneficial
ownership of 20% or more of the Company's  common stock or announces a tender of
exchange  offer  upon   consummation  of  which,  such  person  or  group  would
beneficially  own 20% or more of the common stock of the Company.  If the rights
are  triggered,  then  each  right not  owned by the  acquiring  person or group
entitles  its holder to purchase  shares of Company  common stock at the right's
current exercise price,  having a value of twice the right's exercise price. The
Company  may redeem the  rights at any time until the close of  business  on the
tenth  business day following an  announcement  by the Company that an acquiring
person or group has become the beneficial  owner of 20% or more of the Company's
common stock.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

(a)   Operating Leases

The Company  leases  certain real estate,  office space,  vehicles and equipment
under  noncancellable  operating  leases expiring at various dates through 2008.
Rent expense  amounted to  approximately  $3.3 million,  $3.3 million,  and $3.2
million for 2000,  1999, and 1998,  respectively.  At March 31, 2000 the minimum
rental payments under these leases are as follows:

                          2001                $3,386,700
                          2002                 2,398,633
                          2003                 1,581,229
                          2004                   808,465
                          2005                   263,442

(b)   Employment Contracts

The Company has an employment  contract with an officer. In connection with this
contract, the Company is contractually obligated to pay an annual base salary of
$190,000  for one year  with  automatic  one year  renewals.  In  addition,  the
agreement contains  contingent  obligations  associated with performance bonuses
and severance.

(c)   Medical Malpractice Claims

The Company has insurance  coverage with respect to medical  malpractice  risks.
The  malpractice  insurance  coverage  provides  coverage up to  $1,000,000  per
occurrence, and has no deductible for which the Company would be responsible.

It is the Company's policy to record losses from asserted and unasserted  claims
identified  by the  Company  and  unreported  claims  based  on  estimates  that
incorporate  the  Company's  past  experience,  as well as other  considerations
including the nature of each claim or incident and relevant trend factors. Based
on these factors and the Company's insurance coverage,  no accrual for potential
losses  attributable to asserted and unasserted  claims has been recorded in the
accompanying financial statements.
<PAGE>

(d)   Legal Proceedings

The  Company is  currently,  and from time to time,  subject to claims and suits
arising in the ordinary course of its business, including claims for damages for
personal injuries. In the opinion of management,  the ultimate resolution of any
of these pending claims and legal proceedings will not have a material effect on
the Company's financial position or results of operations.

On January 26, 1994 Franklin Capital Associates L.P. (Franklin),  Aetna Life and
Casualty Company and Aetna Casualty and Surety Company shareholders,  who at one
time  held   approximately   320,000  shares  of  the  Company's   common  stock
(approximately  13% of  shares  outstanding)  filed  suit in  Chancery  Court of
Williamson County,  Tennessee claiming  unspecified  damages not to exceed three
million  dollars in  connection  with  registration  rights they received in the
Company's  acquisition  of certain home health  operations in February 1991. The
suit  alleges the Company  failed to use its best efforts to register the shares
held by the plaintiffs as required by the merger agreement.  The Company settled
with both Aetna parties  shortly before the case went to trial in February 2000.
In mid-trial  Franklin  voluntarily  withdrew its complaint  reserving its legal
rights to bring a new suit as allowed under Tennessee law. In May 2000, Franklin
refiled its claim.  The  Company  believes  it has  meritorious  defenses to the
claims and does not  expect  that the  ultimate  outcome of the suit will have a
material impact on the Company's  results of operations,  liquidity or financial
position.  The Company  plans to  vigorously  defend its  position in this case.
Anticipated  costs of litigation  have been  included in the Company's  one-time
charge for discontinuing its home health operations recorded in September 1999.

NOTE 9 - ACQUISITIONS

During fiscal 2000, the Company acquired one adult day care center for $120,000,
all of which has been  accounted  for as cost in excess of net  assets  acquired
(goodwill).  This cost is being  amortized  on a  straight  line  basis over its
estimated  useful  life (ten  years)  (see also Note 1). The impact of the above
acquisition  was  not  significant  for  any  of  the  periods   presented  and,
accordingly, proforma amounts are not presented illustrating the effects of such
acquisitions.


<PAGE>


NOTE 10 - QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized  quarterly financial data for years ended March 31, 2000 and 1999 are
as follows (in thousands except per share data):
<TABLE>

<CAPTION>
                                                2000                                               1999
                  ---------------------------------------------------------- -----------------------------------------------
                              First        Second       Third       Fourth     First        Second       Third       Fourth
                  ---------------------------------------------------------- -----------------------------------------------
        <S>                    <C>         <C>          <C>         <C>        <C>          <C>          <C>         <C>

        Net Revenues          $10,335     $11,105      $11,885     $11,399     $ 9,388     $ 9,925      $10,282     $10,024
        Gross Profit            1,717       2,025        2,049       1,602       1,101       1,527        1,744       1,596
        Net Income (Loss)-
          Continuing Operations     3         199          234        (261)       (662)        (61)         143          34
        Operations
        Net Income (Loss)          59      (4,775)         234        (261)     (5,748)       (156)       1,063      (1,381)

        Continuing Operations
        Net Income (Loss)
        Per Share
             Basic                  0.00        0.06         0.08       (0.08)      (0.21)      (0.02)        0.05        0.01
             Diluted                0.00        0.06         0.08       (0.08)      (0.21)      (0.02)        0.05        0.01

        Net Income (Loss)
        Per Share
             Basic                  0.02       (1.53)        0.08       (0.08)      (1.84)      (0.05)        0.34       (0.44)
             Diluted                0.02       (1.53)        0.08       (0.08)      (1.84)      (0.05)        0.34       (0.44)

</TABLE>

NOTE 11 - DISCONTINUED OPERATIONS

As part of a formal plan of  separation,  the Company on November  12, 1999 sold
its product  operations  (consisting  of infusion  therapy and  respiratory  and
medical  equipment  businesses) to Lincare  Holdings,  Inc. in an asset sale for
$14.5 million and is pursuing available  strategic  alternatives to complete the
separation of its visiting nurse operations. Proceeds from the sale were used to
repay  obligations  outstanding  under the Company's  bank line of credit.  As a
result of the operational  separations,  the Company has recorded a one-time net
of tax  loss of  approximately  $5  million  or  ($1.60)  in the  quarter  ended
September  30, 1999.  This charge  reduced the book value of the  operations  to
their  expected net realizable  value  provides for losses on fulfilling  center
obligations  and close down costs and includes the  estimated  future  operating
results of the visiting nurse operations prior to separation. These changes have
been  accounted for as  discontinued  operations in the  accompanying  financial
statements.

The  estimated  loss on disposal of  discontinued  operations  reflected  in the
accompanying  financial statements includes management's estimate of the results
of operating  the visiting  nurse  segment  prior to disposal and the  estimated
financial results of such disposal based on information currently available. The
form and timing of the implementation of a Medicare  Prospective  Payment System
(PPS) for home care  may have a  material  impact on the  disposal  value of the
visiting nurse operations.

Revenues  from   discontinued   operations   were   approximately   $46,742,000,
$57,542,000  and  $64,799,000  for the years ended March 31, 2000, 1999 and 1998
respectively. For periods prior to the sale, interest expense has been allocated
to continuing and  discontinued  operations on the basis of relative net assets.
Accordingly,  interest expense has been allocated to discontinued  operations in
the amounts of $612,700,  $1,034,481  and $655,036 for the years ended March 31,
2000, 1999 and 1998 respectively.
The  accompanying  balance sheet includes net current assets and  liabilities of
discontinued operations, consisting primarily of accounts receivable, inventory,
accounts payable and accrued  liabilities,  and long term assets of discontinued
operations  consisting  primarily  of  property,  plant  and  equipment,  net of
accumulated depreciation and goodwill.
<PAGE>

                     Discontinued Operations - Statements of Operations
                                           2000            1999            1998
                                   ------------    ------------    ------------
Revenues                           $ 46,742,259    $ 57,542,296    $ 64,799,029
Operating Expenses                   49,703,381      56,200,374      58,961,419
Goodwill/Restructing Charge                   -       7,702,902               -
Interest Expense                        612,700       1,034,481         655,036
                                   ------------    ------------    ------------
Pre-tax Income (loss)                (3,573,822)     (7,395,461)      5,182,574

Income Taxes                         (1,501,005)     (1,924,156)      2,137,812
                                   ------------    ------------    ------------
Net Income before Accounting
   Change                            (2,072,817)     (5,471,305)      3,044,762
Accounting Change                          --          (210,541)           --
                                                   ------------    ------------
Net Income (loss)                    (2,072,817)     (5,681,846)      3,044,762
Incurred after
  Measurement date                   (2,154,541)         --                --
                                   ------------    ------------    ------------
Shown in accompanying
Statements of Operations           $     81,724    $ (5,681,846)      3,044,762
                                   ============    =============   ============

                    Discontinued Operations - Balance Sheets

                                                      2000                1999
                                                      ----                ----
Accounts Receivable                               $ 8,308,894        $14,033,046
Other Current Assets                                1,152,631          1,287,948
Long-term Assets                                            -          9,514,425
Current Liabilities                                 6,428,495          5,547,222
Revolving Credit Facility                           2,506,403                  -
Long-Term Liabilities                                 526,627            860,351
                                                  -----------        -----------
  Net Assets Held for Sale                        $         -        $18,427,846
                                                  ===========        ===========



<PAGE>

                                       53
                    Report of Independent Public Accountants


To the Stockholders of Almost Family, Inc. (formerly Caretenders Health Corp):


We have audited the accompanying  consolidated  balance sheets of Almost Family,
Inc. (a Delaware corporation) and subsidiaries as of March 31, 2000 and 1999 and
the related  consolidated  statements of operations,  stockholders'  equity, and
cash flows for each of the three years in the period ended March 31, 2000. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.


We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Almost  Family,  Inc.  and
subsidiaries as of March 31, 2000 and 1999, and the results of their  operations
and their cash flows for each of the three  years in the period  ended March 31,
2000 in conformity with accounting  principles  generally accepted in the United
States.




ARTHUR ANDERSEN LLP

Louisville, Kentucky
May 31, 2000



<PAGE>



ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

None



<PAGE>



                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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


Name                      Age        Position with the Company
-------------------------------------------------------------------------------
William B. Yarmuth (1)     47        Chairman of the Board President
                                       and Chief Executive Officer
C. Steven Guenthner (2)    39        Senior Vice President and
                                       Chief Financial Officer
Mary A. Yarmuth (3)        54        Senior Vice President-Service Development

Todd Lyles (4)             38        Senior Vice President

Steven B. Bing (5)         53          Director

Patrick B. McGinnis (6)    52          Director

Donald G. McClinton (7)    66          Director

Tyree G. Wilburn (8)       47          Director

Jonathan Goldberg (9)      48          Director

Wayne T. Smith (10)        54          Director

Executive  officers of the Company are elected by the Board of Directors for one
year and serve at the pleasure of the Board of Directors  with the  exception of
William B. Yarmuth who has an employment agreement with the Company. See Item 11
--  William  B.  Yarmuth  Employment  Agreement.  Mary A.  Yarmuth is married to
William B. Yarmuth. There are no other family relationships between any director
or executive officer.

Each  Director  is  elected  to hold  office  until the next  annual  meeting of
stockholders and until a successor is elected and qualified.

(1)  William B. Yarmuth has been a director of the Company since 1991,  when the
     Company acquired  National,  where Mr. Yarmuth was Chairman,  President and
     Chief  Executive  Officer.  After the  acquisition,  Mr. Yarmuth became the
     President and Chief  Operating  Officer of the Company.  Mr. Yarmuth became
     Chairman and CEO in 1992. He was Chairman of the Board, President and Chief
     Executive Officer of National from 1981 to 1991.

(2)  C. Steven  Guenthner  has been Senior Vice  President  and Chief  Financial
     Officer of the Company since 1992. From 1983 through 1992 Mr. Guenthner was
     employed as a C.P.A. with Arthur Andersen LLP. Prior to joining the Company
     he served as a Senior  Manager in the firm's  Accounting and Audit division
     specializing  in  mergers  and  acquisitions,   public  companies  and  the
     healthcare industry.

(3)  Mary A. Yarmuth has served as Senior Vice  President  of the Company  since
     1991, currently as Senior Vice President of Service Development.  From 1985
     to 1991 Ms. Yarmuth served as President of the Company's  Nursing Division.
     Ms. Yarmuth joined National in 1981.

(4)  P. Todd Lyles  joined the Company as Senior  Vice  President  Planning  and
     Development  in October  1997.  Prior to joining the Company Mr.  Lyles was
     Vice President  Development for the Kentucky  Division of  Columbia/HCA,  a
     position he had held since 1993. Mr. Lyles experience also includes 8 years
     with Humana Inc. in various financial and hospital management positions.
<PAGE>

(5)  Steven B. Bing was  elected a  Director  in  January  1992.  Mr.  Bing is a
     principal and chief operating  officer of Prosperitas  Investment  Partner,
     L.P., a private  investment company located in Louisville,  Kentucky.  From
     1989 to March 1992, Mr. Bing was President of ICH Corporation, an insurance
     holding  company.  From 1984 to 1989, he served as Senior Vice President of
     ICH  Corporation.  He is also a  director  of the Fund for the Arts,  other
     civic entities, and various closely-held business entities.

(6)  Patrick B. McGinnis was elected a director in October 1994. Mr. McGinnis is
     the co-founder of Healthcare  Recoveries,  Inc. and serves as the company's
     chairman and CEO. Healthcare Recoveries,  Inc. is a provider of subrogation
     and other claims recovery services to the healthcare industry. From 1979 to
     1988, Mr. McGinnis was Vice President-Finance and Planning for Humana, Inc.

(7)  Donald G.  McClinton was elected a director in October  1994.  From 1986 to
     1994,  Mr.  McClinton  was  co-chairman  of Interlock  Industries,  Inc., a
     privately held company engaged in metal fabrication,  corrugated  container
     manufacturing,  aluminum  processing  and  transportation.  Presently,  Mr.
     Clinton is  President  and part  owner of  Skylight  Thoroughbred  Training
     Center,  Inc., a  thoroughbred  training  center.  He is also a director of
     Jewish Hospital Systems, Inc., and Mid-America Bancorp.

(8)  Tyree G. Wilburn was elected a director in January 1996.  Mr.  Wilburn is a
     private  investor.  From 1992 to 1996,  Mr.  Wilburn was Chief  Development
     Officer of Community  Health  Systems,  Inc. and, most recently,  Executive
     Vice President and Chief  Financial and Development  Officer.  From 1974 to
     1992 Mr.  Wilburn was with Humana Inc.  where he held senior and  executive
     positions  in  mergers  and  acquisitions,   finance,  planning,   hospital
     operations,  audit and investor relations. He is also a director of several
     private companies.

(9)  Jonathan  Goldberg was elected a director in February 1997. Mr. Goldberg is
     the managing partner of the law firm of Goldberg and Simpson and has served
     in that capacity for the last ten years.

(10) Wayne T. Smith was elected a director in March 1997. Mr. Smith is President
     and Chief Executive Officer of Community Health Systems, Inc. Mr. Smith was
     President,  Chief Operating  Officer and a member of the Board of Directors
     of Humana,  Inc. from 1993 to 1996 and served with Humana from 1973 to 1993
     in various  capacities,  including  numerous vice  president and divisional
     president positions.

<PAGE>


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.


<PAGE>


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 2000.


-------------------------------------------------------------------------------

                           Summary Compensation Table

                                                             Long-Term
                                                           Compensation
                                                           --------------
                                                            Securities
                                                            Underlying
                                                             Options/
   Name and Principal            Year Salary       Bonus      (No. of
        Position                                              Shares)
-------------------------        ------------    ------------------------

William B. Yarmuth               2000 $190,000   $ 50,000(2)           0
Chairman of the Board,           1999  190,000         $0        100,000
President and Chief              1998  190,000     75,596              0
Executive Officer

Mary A. Yarmuth                  2000  132,121          0              0
Senior Vice President -          1999  130,050          0         20,000
Service Development              1998  129,854     36,904              0

C. Steven Guenthner              2000  132,121     25,000 (2)          0
Senior Vice President,           1999  130,050          0         20,000
Secretary/Treasurer and          1998  129,854     36,904              0
Chief Financial Officer

Patrick T. Lyles                 2000  121,911     25,000 (2)          0
Senior Vice President            1999  120,000(1)       0         15,000
                                 1998   43,386     12,330         20,000


-------------------------------------------------------------------------------

(1)  Mr. Lyles was employed by the Company on October 6, 1997
(2)  Bonuses for these  individuals were awarded by the Board for the successful
     sale of the product operations in November 1999.

Option Grants in Fiscal 2000

No options granted during Fiscal 2000 to any executive officer.

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 Almost
Family, Inc. 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.  Goldberg was
granted options to purchase 2,000 shares of the Company's  Common Stock at $2.88
per share and Mr.  Smith was  granted  options to purchase  2,000  shares of the
Company's Common Stock at $3,00 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.



<PAGE>


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  was three  years with  subsequent
automatic  one-year  renewals,  the  second  of  which  is now in  effect.  This
agreement  replaced Mr. Yarmuth's  previous agreement which was not scheduled to
expire until 1998. Under the terms of the current  agreement,  Mr. Yarmuth earns
an annual base salary of $190,000 and is 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.


-------------------------------------------------------------------------------
    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,
2000.
<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     116,500     113,500         45,313          45,313
Mary A.Yarmuth          19,500    6,459      29,500      29,500          9,906           9,906
C. Steven Guenthner          0        0      27,500      27,500          9,531           9,531
Patrick T. Lyles             0        0      17,500      17,500          6,563           6,563


   (1)These  amounts  represent  the market value less the exercise  price.  The
      market value of the common stock was $2.81 based on the closing  price per
      share at March 31, 2000, on the NASDAQ SmallCap System.


------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 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 March 31, 2000, 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.

                                                     Shares of Capital
                                                Stock Beneficially Owned (1)(2)
-------------------------------------------------------------------------------
Name and Address                         Amount and Nature          Percentage
Directors and Executive Officers      of Beneficial Ownership      of Class
--------------------------------      -----------------------      -----------
William B. Yarmuth                           397,883 (3)              12.04%
100 Mallard Creek Road, Suite 400
Louisville, KY 40207
Mary A. Yarmuth                              397,883 (4)              12.04%
C. Steven Guenthner                           55,341 (5)               1.74%
Steven B. Bing                                12,340 (6)               *
Patrick B. McGinnis                           21,129 (7)               *
Donald G. McClinton                           27,049 (8)               *
Tyree Wilburn                                 21,000 (9)               *
Jonathan Goldberg                             18,957 (10)              *
Wayne Smith                                  112,873 (11)              3.57%
Patrick T. Lyles                              23,546(12)               *
Directors and Officers
as a Group (10 Persons)                      690,118(13)              20.09%

Additional Five Percent Beneficial Owners
HEALTHSOUTH Rehabilitation Corporation     1,015,101(14)              31.21%
Two Perimeter Park South
Birmingham, AL 35243

Heartland Advisors, Inc.                     308,900                   9.80%
790 North Milwaukee Street
Milwaukee, WI 53202

Yarmuth Family Limited Partnership           157,723 (15)              5.01%
100 Mallard Creek Road, Suite 400
Louisville, KY 40207
-------------------------------------------------------------------------------
o Represents less than 1% of the class.


<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  options  for  125,000  shares  vested  and
     exercisable,  and  29,500  exercisable  options  owned by Mrs.  Yarmuth  in
     addition to 32,427 shares owned directly by Mrs. Yarmuth.

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

(5)  Includes 27,500 shares subject to currently exercisable options.

(6)  Includes 12,000 shares subject to currently exercisable options.

(7)  Includes 11,500 shares subject to currently  exercisable  options and 3,629
     phantom  shares within the  Non-employee  Directors  Deferred  Compensation
     Plan.

(8)  Includes 11,500 shares subject to currently  exercisable  options and 5,549
     phantom shares within the Non-employee Deferred Compensation Plan.

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

(10) Includes 10,000 shares subject to currently  exercisable  options and 4,957
     phantom  shares within the  Non-employee  Directors  Deferred  Compensation
     Plan.

(11) Includes 10,000 shares subject to currently  exercisable  options and 4,748
     phantom  shares within the  Non-employee  Directors  Deferred  Compensation
     Plan.

(12) Includes 17,500 shares subject to currently exercisable options.

(13) Includes currently  exercisable  options held by all directors and officers
     as a group to purchase  265,500  shares of Common  Stock and 18,833  shares
     held by Non-employee  Directors within the Non-employee  Directors Deferred
     Compensation Plan.

(14) 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.

(15) Robert N.  Yarmuth is the general  partner and is the brother of William B.
     Yarmuth.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

<PAGE>


PART IV

Item 14.  Exhibits and Financial Statement Schedules and Reports on Form 8-K.

                                                                    Page Number
(a)(1)    Index to Consolidated Financial Statements

          Consolidated Statements of Operations for the three years
               ended March 31, 2000, 1999, and 1998
          Consolidated Balance Sheets - March 31, 2000 and 1999
          Consolidated Statements of Stockholders' Equity for
               the three years ended March 31, 2000, 1999, and 1998 Consolidated
          Statements of Cash Flows for the three years
               ended March 31, 2000, 1999, and 1998
          Notes to Consolidated Financial Statements
          Report of Independent Public Accountants

(a)(2)    Index to Financial Statement Schedule

          Report of Independent Public Accountants
          Schedule II - Valuation and Qualifying Accounts


All other Schedules have been omitted because they are either not required,  not
applicable  or, the  information  has  otherwise  been supplied in the financial
statements or notes thereto.


<PAGE>


(a)(3)    Exhibits  (* denotes filed herein)

   Exhibit
   Number                  Description of Exhibit


3.1  Certificate of Incorporation, as amended

3.2  Amended and Restated By-laws

4.1  Other Debt  Instruments -- copies of other debt  instruments  for which the
     total debt is less than 10% of assets will be furnished  to the  Commission
     upon request.

10.1 Nonqualified  Stock Option Plan, as amended  (Incorporated  by reference to
     the Registrant's Registration Statement on Form S-8 Reg. No. 33-20815)

10.2 Supplemental  Nonqualified  Stock Option Plan (Incorporated by reference to
     Exhibit 19.4 to the Registrant's  Report on Form 10-Q for the Quarter Ended
     November 30, 1987 Commission File No. 15342)

10.3 Incentive Stock Option Plan, as amended  (Incorporated  by reference to the
     Registrant's Registration Statement on Form S-8 Reg. No. 33-20815)

10.4 Amendment to the Senior Service  Corporation 1987 Nonqualified Stock Option
     Plan (Incorporated by reference to Exhibit 19.3 to the Registrant's  Report
     on Form 10-Q for the quarter ended November 30, 1989)

10.5 1991 Long-Term Incentive Plan

10.6 Warrant Agreement, dated June 29, 1991, between the Company and HEALTHSOUTH
     Rehabilitation  Corporation  (incorporated by reference to Exhibit 10.88 to
     the Registrant's Form S-1 Reg. 33-46565 dated April 23, 1993)

10.7 Employment  Agreement,  dated  January 1. 1996,  between  the  Company  and
     William B. Yarmuth

10.8 Asset Sale  Agreements  between  the Company  and  Columbia/HCA  Healthcare
     Corporation

10.9 Management   Services   Agreement  between  the  Company  and  Columbia/HCA
     Healthcare Corporation

10.10 Asset Purchase Agreement between the Company and Home Care Solutions, Inc.

10.11 Asset Purchase Agreement between the Company and Metro Home Care, Inc.

10.12 Asset   Purchase   Agreement   between  the  Company  and  Visiting
      Nurse Association of Palm Beach County, Inc.

22*  List of Subsidiaries of Almost Family, Inc.

24.1* Consent of Arthur Andersen LLP
<PAGE>

27*  Financial Data Schedule

(b)  Reports on Form 8-K

     Form 8K was filed by the  Company  on  November  27,  1999  related  to the
     Company's plan of disposition for its home health  operations.  Form 8K was
     filed by the Company on January  31,  2000  regarding  the  Company's  name
     change.

(c)  Exhibits

     Described in Item 14(a)(3) of this report

(d)  Financial Statement Schedules

     Described in Item 14(a)(2) of this report


<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 report to be signed on its
behalf by the undersigned, thereunto duly authorized.

ALMOST FAMILY, INC.
June 28, 2000

S/ William B. Yarmuth                        June 28, 2000
----------------------------------------------------------
  William B. Yarmuth
  Chairman, President and  Chief Executive Officer

S/ C. Steven Guenthner                       June 28, 2000
----------------------------------------------------------
  C. Steven Guenthner
  Senior Vice President and  Chief Financial Officer
  (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below the following  persons in the  capacities and on the dates
indicated:

S/ William B. Yarmuth                         June 28, 2000
-----------------------------------------------------------
  William B. Yarmuth                         Date
  Director

S/ Patrick B. McGinnis                       June 28, 2000
----------------------------------------------------------
  Patrick B. McGinnis                              Date
  Director

S/ Donald G. McClinton                       June 28, 2000
----------------------------------------------------------
  Donald G. McClinton                              Date
  Director

S/ Steven B. Bing                            June 28, 2000
----------------------------------------------------------
  Steven B. Bing                                   Date
  Director

S/ Tyree Wilburn                             June 28, 2000
----------------------------------------------------------
  Tyree Wilburn                                    Date
  Director

S/ Jonathan Goldberg                         June 28, 2000
----------------------------------------------------------
  Jonathan Goldberg                                Date
  Director

S/ Wayne T. Smith                            June 28, 2000
----------------------------------------------------------
  Wayne T. Smith                                   Date
  Director



<PAGE>



                    Report of Independent Public Accountants


To the Stockholders of Almost Family, Inc.:

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken as a whole.  The  schedule  listed  in the index to
Financial  Statement  Schedule is presented  for purposes of complying  with the
Securities and Exchange Commissions rules and is not part of the basic financial
statements.  This schedule has been subjected to the auditing procedures applied
in the audit of the basic  financial  statements  and,  in our  opinion,  fairly
states in all material  respects  the  financial  data  required to be set forth
therein in relation to the basic financial statements taken as a whole.



                                             ARTHUR ANDERSEN LLP


Louisville, Kentucky
May 31, 2000




<PAGE>



                                       S-1
                      ALMOST FAMILY, INC. AND SUBSIDIARIES
                       (FORMERLY CARETENDERS HEALTH CORP)
                        VALUATION AND QUALIFYING ACCOUNTS
                                   SCHEDULE II

         Col. A            Col. B           Col. C           Col. D      Col. E
         ------            ------           ------           ------      ------

                                    Additions
                              ----------------------
                                        (1)
                          Balance at  Charged     Charged
                          Beginning   to Costs      to        (2)     Balance at
      Description             of      and         Other     Deductions  End of
                            Period    Expenses   Accounts               Period
  ---------------------------------------------- ------------------------------

  Year ended March 31, 2000:
    Allowance for bad
    debts                  $598,656  $940,390             $676,890    $862,156
                           ========  ========             ========    ========
  Year ended March
  31, 1999:
    Allowance for bad
    debts                $1,054,988  $916,876            $1,373,208   $598,656
                         ==========  ========            ==========   ========
  Year ended March 31, 1998:
    Allowance for bad
    debts                  $600,838  $933,118              $478,968 $1,054,988
                           ========  ========              ======== ==========
(1)       Charged to bad debt expense.
(2)       Write-off of accounts.

<PAGE>

<TABLE>
                                                 ALMOST FAMILY, INC. AND SUBSIDIARIES
                                                   (FORMERLY CARETENDERS HEALTH CORP)
                                                    COMPUTATION OF EARNINGS PER SHARE
                                                                EXHIBIT 11
<CAPTION>

BASIC                                                                                          2000         1999         1998
                                                                                               ----         ----         ----
<S>                                                                                     <C>               <C>          <C>

Net income (loss) from Continuing Operations                                            $       175,322     (373,829) (1,632,951)
Discontinued operations
  Income (loss) from operations, net of  applicable income taxes                                 81,724  (5,681,864)    3,044,762

  Loss on disposal, net of applicable income  tax provision                                 (5,000,000)            -            -
                                                                                            -----------  ------------ -----------
                                                                                            (4,918,276)   (5,681,864)   3,044,762
Cumulative effect on prior years of a change  in method of accounting for pre-opening
  costs, net of tax                                                                                  -      (171,974)           -
Net income (loss)                                                                           (4,742,954)   (6,227,667)   1,411,811
Weighted average outstanding shares during  the period                                        3,124,016     3,120,413   3,120,413
Net income (loss) from Continuing Operations per common share                                      0.06        (0.12)      (0.52)
Discontinued operations
  Income (loss) from operations, net of  applicable income taxes  per common share                 0.03        (1.82)        0.98
  Loss on disposal, net of applicable income tax provision per  common share                     (1.60)          0.00        0.00
Cumulative effect on prior years of a change in method of
  accounting for pre-opening  costs, net of tax per common share                                   0.00        (0.06)        0.00
Net income (loss) per common share                                                               (1.52)        (2.00)        0.45
DILUTED
Net income (loss) from Continuing Operations                                                    175,322     (373,829)  (1,632,951)
Discontinued operations
  Income (loss) from operations, net of  applicable income taxes                                 81,724   (5,681,864)   3,044,762
  Loss on disposal, net of applicable income tax provision                                  (5,000,000)            -           -
                                                                                            -----------   ----------    ---------
                                                                                            (4,918,276)   (5,681,864)   3,044,762
Cumulative effect on prior years of a change  in method of accounting for pre-opening
  costs, net oftax                                                                                         -             (171,974)
Net income (loss)                                                                           (4,742,954)   (6,227,667)   1,411,811
Weighted average outstanding shares during the period                                         3,124,016     3,120,413   3,120,413
Add-common equivalent share representing  shares issuable upon
  exercise of dilutive options and warrants                                                           -             -      41,270
Diluted weighted average number of shares at  year-end                                        3,124,016     3,120,413   3,161,683
Net income (loss) from Continuing Operations per common share                                      0.06        (0.12)      (0.52)
Discontinued operations
  Income (loss) from operations, net of  applicable income taxes  per common share                 0.03        (1.82)        0.98
  Loss on disposal, net of applicable income tax provision per common share                      (1.60)          0.00        0.00
Cumulative effect on prior years of a change in method of
  accounting for pre-opening  costs, net of tax per common share                                   0.00        (0.06)        0.00
Net income (loss) per common share                                                               (1.52)        (2.00)        0.45
</TABLE>
<PAGE>



<TABLE>
                               ALMOST FAMILY, INC.
                       (FORMERLY CARETENDERS HEALTH CORP)
                              LIST OF SUBSIDIARIES
                              AS OF MARCH 31, 2000
<CAPTION>

                                   EXHIBIT 22

<S>                                                      <C>

Subsidiaries of Almost Family, Inc.
   Adult Day Care of America, Inc.                       Adult  Day  Care of  Louisville,Inc.
   Adult Day Care of Maryland, Inc.                      HouseCalls, Inc.
   Adult Day Clubs of America Joint Venture, Ltd.        SEI Publishing Corporation
   National Health Industries, Inc.                      HHJC Holdings, Inc.
   Pro-Care Home Health of Broward, Inc.


Subsidiaries of National Health Industries, Inc.
   Freelife Medical Equipment,  Inc.                     Caretenders Homecare, Inc.
   Caretenders Infusion of Birmingham, Inc.              Caretenders of Birmingham, Inc.
   Caretenders of Boston, Inc.                           Caretenders of Cincinnati, Inc.
   Caretenders of Columbus, Inc.                         Caretenders  of   Elizabethtown, Inc.
   Caretenders of Indiana, Inc.                          Caretenders   of   Indianapolis, Inc.
   Caretenders of Lincoln Trail, Inc.                    Caretenders of Louisville, Inc.
   Caretenders of New Jersey, Inc.                       Caretenders   of  Northern Kentucky, Inc.
   Caretenders of Richmond, Inc.                         Caretenders  of  the  Bluegrass, Inc.
   Caretenders Visiting Services of Richmond, Inc.       House Calls of America, Inc.
   Caretenders Infusion Corp.                            Metro Home Care, Inc.
   National Orthopedic & Rehabilitation Services, Inc.   Physician Affiliates, Inc.
   Special Healthcare Services, Inc.                     Reliable Home Healthcare, Inc.
   Caretenders Visiting Services of Cincinnati, Inc.     Caretenders  of Cleveland, Inc.
   Caretenders Visiting Services of Columbus, Inc.       Caretenders of Fort  Lauderdale, Inc.
   Caretenders of Evansville, Inc.                       Caretenders  of West  Palm Beach, Inc.
   Caretenders Visiting Services of Indianapolis, Inc.   Caretenders  of Charlotte, Inc.
   Caretenders Visiting Services of Southwest FL, Inc.   Caretenders  of  Southwest Florida, Inc.
   Caretenders Visiting Services of Southeast FL, Inc.

Subsidiary of HHJC Holdings, Inc.
   Home Health of Jefferson County, Inc.                 Caretenders of Marshall County, Inc.

</TABLE>

<PAGE>


                                                                    Exhibit 24.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
reports  included  in this  Form  10-K,  into  the  Company's  previously  filed
Registration  Statement File No.  33-33601  relating to the Company's  Incentive
Stock Option Plan,  Registration Statement File No. 33-81122 related to the 1987
Nonqualified Stock Option Plan,  Registration Statement No. 33-881100 related to
the 1993 Non-Employee  Directors Stock Option Plan,  Registration  Statement No.
33-81124  related  to  the  1991  Long-Term  Incentive  Plan,  and  Registration
Statement File No.  333-43631  related to the  Non-Employee  Directors  Deferred
Compensation Plan.
                                                   ARTHUR ANDERSEN LLP


Louisville, Kentucky
June 28, 2000