FORM 10-Q
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549


[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the period ended March 31, 1997

                                    OR

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

For the transition period from ____ to ____

                      Commission File Number 0-28134

                           HOUSECALL MEDICAL RESOURCES, INC.
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)

     Delaware                                     58-2114917 
----------------------------                     ----------------
(State or other jurisdiction                     (I.R.S. Employer
of incorporation or                              Identification No.)
organization)

      1000 Abernathy Road, Building 400, Suite 1825, Atlanta, Georgia  30328
      ----------------------------------------------------------------------
          (Address of principal executive offices and zip code)

                             (770) 379-9000
           ----------------------------------------------------
           (Registrant's telephone number, including area code)

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  
                                                              ---     ---

Shares outstanding of each of the issuer's classes of common stock at
May 14, 1997: 10,276,781 shares of Common Stock, $0.01 par value
share.
<PAGE>

                                  INDEX

                    Housecall Medical Resources, Inc.


Part I. Financial Information

Item 1. Financial Statements (Unaudited)

   Condensed consolidated balance sheets at June 30, 1996 and March 31,
   1997

   Condensed consolidated statements of operations   Three months ended
   March 31, 1996 and 1997; Nine months ended March 31, 1996 and 1997

   Condensed consolidated statements of cash flows   Nine months ended
   March 31, 1996 and 1997

   Notes to condensed consolidated financial statements   March 31, 1997

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations


Part II. Other Information.

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K.

   Exhibits

          Exhibit 10 - Employment Agreement, dated March 11, 1997 by and
                       between Daniel J. Kohl and the Company
          Exhibit 11 - Statement re:  computation of earnings per share.
          Exhibit 27 - Financial Data Schedule (for SEC use only).

   Reports on Form 8-K

     None.


Signatures<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                     HOUSECALL  MEDICAL RESOURCES, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                     June 30,             March 31,
                                                                                       1996                 1997
                                                                                 -------------         --------------
                                                                                                          (Unaudited)
                                                 ASSETS
<S>                                                                              <C>                   <C>
Current assets:
   Cash and cash equivalents                                                     $   7,785,000         $   3,612,000 
   Accounts receivable -- less allowance for doubtful accounts of
      $2,920,000 in June 30, 1996 and $ 6,106,000 at March 31, 1997                 27,293,000            27,175,000 
   Income taxes receivable                                                             940,000             1,382,000 
   Deferred income taxes                                                             3,223,000             4,891,000 
   Other current assets                                                              1,987,000             2,553,000 
                                                                                  ------------          ------------
      Total current assets                                                          41,228,000            39,613,000 

   Property and equipment, net                                                       5,169,000             6,537,000 
   Excess of cost of acquired businesses over fair values of net assets             55,575,000            60,389,000 
      acquired
   Deferred financing costs                                                          1,480,000               816,000 
   Other assets                                                                        493,000               490,000 
                                                                                  ------------          ------------
                                                                                 $ 103,945,000         $ 107,845,000 
                                                                                  ============          ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                              $   7,455,000            $4,659,000 
   Accrued payroll and other liabilities                                            10,381,000            12,545,000 
   Current portion of long-term debt and capital lease obligations                   4,746,000               446,000 
                                                                                  ------------          ------------
         Total current liabilities                                                  22,582,000            17,650,000 

   Long-term debt                                                                   10,186,000            23,292,000 
   Capital lease obligations                                                         1,534,000             1,293,000 
   Other long-term liabilities                                                       1,887,000             1,476,000 
   Deferred income taxes                                                             1,005,000               999,000 
   Commitments and contingencies
Stockholders' equity:
      Common stock, $.01 par value, 30,000,000 shares authorized, and
        10,219,000 and 10,277,000 shares issued and outstanding                        102,000               103,000 
      Additional paid in capital on common stock                                    66,649,000            66,706,000 
      Retained earnings (deficit)                                                         -               (3,674,000)
                                                                                  ------------          ------------
         Total stockholders' equity                                                 66,751,000            63,135,000 
                                                                                  ------------          ------------
                                                                                 $ 103,945,000         $ 107,845,000 
                                                                                  ============          ============
</TABLE>
                     See accompanying notes.

                               2
<PAGE>
                     HOUSECALL MEDICAL RESOURCES, INC.

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          Three months                          Nine months
                                                             ended                                 ended
                                                            March 31,                             March 31,
                                                     1996               1997                1996                1997
                                                ------------       ------------       -------------       -------------
<S>                                             <C>                <C>                <C>                 <C>
Net revenues                                    $ 53,729,000       $ 46,457,000       $ 158,306,000       $ 143,010,000
Operating expenses:
  Patient care                                    23,975,000         21,184,000          72,560,000          64,303,000
  General and administrative                      24,159,000         26,513,000          70,586,000          74,878,000
  Provision for doubtful accounts                    965,000          2,585,000           5,059,000           3,645,000
  Depreciation and amortization                      854,000            867,000           2,395,000           2,468,000
                                                 -----------        -----------        ------------        ------------
     Total operating expenses                     49,953,000         51,149,000         150,600,000         145,294,000
                                                 -----------        -----------        ------------        ------------
Income (loss) from operations                      3,776,000         (4,692,000)          7,706,000          (2,284,000)
Interest expense, net                              1,253,000            615,000           3,742,000           1,676,000
                                                 -----------        -----------        ------------        ------------
Income (loss) before income taxes and 
  extraordinary item                               2,523,000         (5,307,000)          3,964,000          (3,960,000)
Provision for income taxes                         1,085,000         (1,737,000)          1,705,000          (1,188,000)
                                                 -----------        -----------        ------------        ------------
Income (loss) before extraordinary item            1,438,000         (3,570,000)          2,259,000          (2,772,000)
Extraordinary loss from early
  extinguishment of debt, net of
  $387,000 income tax benefit                          -                167,000               -                 902,000
                                                 -----------        -----------        ------------        ------------
Net income (loss)                                  1,438,000         (3,737,000)          2,259,000          (3,674,000)
Cumulative dividends and accretion on
   Series A Preferred Stock (redeemable)            (553,000)               -            (1,658,000)               -
                                                 -----------        -----------        ------------        ------------
Net income (loss) attributable to common
   stockholders                                 $    885,000       $ (3,737,000)      $     601,000       $  (3,674,000)
                                                 ===========        ===========        ============        ============
Income (loss) per common share:
   Income (loss) before extraordinary item      $       0.12       $      (0.32)      $        0.08       $       (0.25)
   Extraordinary item                                    -                (0.02)               -                  (0.08)
                                                 -----------        -----------        ------------        ------------
   Net income (loss) attributable to common
      stockholders                               $      0.12        $     (0.34)       $       0.08        $      (0.33)
                                                 ===========        ===========        ============        ============

Weighted average common and common
   equivalent shares outstanding                   7,182,000         11,011,000           7,175,000          11,040,000
                                                 ===========        ===========         ===========         ===========
</TABLE>
                     See accompanying notes


                               3<PAGE>
                  HOUSECALL MEDICAL RESOURCES, INC.

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                (Unaudited)
<TABLE>
<CAPTION>
                                                                                           Nine months ended
                                                                                               March 31,
                                                                                     1996                    1997
                                                                                 ------------          --------------
<S>                                                                              <C>                   <C>
OPERATING ACTIVITIES
Net income (loss)                                                                $  2,259,000          $  (3,674,000)
Adjustments to reconcile net income (loss)  to net cash used by operating
  activities:
   Depreciation and amortization                                                    2,395,000              2,470,000 
   Amortization of deferred financing costs                                           225,000                289,000 
   Deferred income taxes                                                            1,364,000             (1,373,000)
   Extraordinary item                                                                   -                    902,000 
   Changes in operating assets and liabilities, net of acquired businesses:
      Accounts receivable                                                          (9,038,000)             1,176,000 
      Other current assets                                                           (408,000)               (93,000)
      Accounts payable                                                              2,193,000             (3,048,000)
      Accrued payroll and other liabilities                                        (1,165,000)             1,057,000 
      Income taxes receivable                                                        (207,000)               (96,000)
                                                                                  -----------            ------------
Net cash used by operating activities                                              (2,382,000)            (2,390,000)


INVESTING ACTIVITIES
Payments for business acquisitions, net of cash acquired                           (8,966,000)            (5,448,000)
Additions to property and equipment                                                  (682,000)            (1,216,000)
Other, net                                                                           (161,000)              (618,000)
                                                                                  -----------            ------------
Net cash used by investing activities                                              (9,809,000)            (7,282,000)


FINANCING ACTIVITIES
Proceeds from issuance of long-term debt                                            5,202,000             13,588,000 
Refinancing of long-term debt                                                      (3,713,000)            (6,708,000)
Proceeds from issuance of common stock                                                800,000                 53,000 
Repayments of long-term debt                                                       (3,073,000)               (67,000)
Principal payments under capital lease obligations                                   (771,000)              (563,000)
Deferred financing costs                                                                -                   (804,000)
                                                                                  -----------            ------------
Net cash provided (used) by financing activities                                   (1,555,000)             5,499,000 
                                                                                  -----------            ------------
Net decrease in cash and cash equivalents                                         (13,746,000)            (4,173,000)
Cash and cash equivalents at beginning of period                                   18,349,000              7,785,000 
                                                                                  -----------            ----------- 
Cash and cash equivalents at end of period                                       $  4,603,000          $   3,612,000 
                                                                                  ===========            ===========
</TABLE>
                     See accompanying notes.

                               4<PAGE>
                HOUSECALL MEDICAL RESOURCES, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)

1.  BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance
with generally accepted accounting principles for
interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. 
Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting
principles for complete financial statements.  In the
opinion of management, all adjustments, consisting of
normal recurring adjustments, considered necessary for
a fair presentation have been included.  Operating
results for the three and nine-month periods ended
March 31, 1997 are not necessarily indicative of the
results that may be expected for the year ended June
30, 1997.  For further information, refer to the
company's consolidated financial statements and
footnotes thereto for the year ended June 30, 1996.  

2.  ACQUISITIONS

     On October 31, 1996, the Company acquired all of
the stock of Messick Homecare, Inc. ("Messick"), a
provider of home respiratory services and medical
equipment based in Murfreesboro, Tennessee, for
consideration of approximately $5.5 million in cash,
including transaction costs.  The Company also
refinanced $2.1 million of bank and other indebtedness
of Messick  with funds from the Company's Credit Line
described in Note 3.

     The following unaudited pro forma information for
the nine months ended March 31, 1996 and 1997 is
presented as if the acquisition of Messick and the 1996
purchase of the business of R.N. Registry, described in
Note 2 to the Company's consolidated financial
statements for the year ended June 30, 1996, had been
effected as of July 1, 1995.  The pro forma information
is (in thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                                   Nine Months ended
                                                                      March 31,
                                                                1996            1997
                                                            ----------     -----------
<S>                                                         <C>            <C>
Net revenues                                                $  163,193     $  145,032
Income before extraordinary item                                 1,966         (2,824)
Net income                                                       1,966         (3,726)
Net income (loss) attributable to common stockholders              861         (3,726)
Net income (loss) per common share                                0.13          (0.34)
</TABLE>

3.  LONG-TERM DEBT

     On October 30, 1996, the Company entered into a
$15,000,000 Credit Line (the "Credit Line") with

                                    5<PAGE>
           HOUSECALL MEDICAL RESOURCES, INC.

  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited) (Continued)

Toronto Dominion Bank.  The outstanding balance on the
Credit Line will be payable and due on October 30,
1999.  Borrowings outstanding under the Credit Line
bear interest, at the Company's option, at either the
bank's prime rate plus .75% or Libor plus 2.25%. 
Commitment fees of .5% are payable quarterly on the
unused portion.  Borrowings under the Credit Line were 
used to repay the Company's remaining indebtedness
under its previous credit facility with NationsBank,
which was then terminated.  The extraordinary loss, net
of taxes, for the early extinguishment of debt was
$902,000.

     The Company obtained a waiver for compliance
with certain covenants of the Toronto Dominion Bank
Credit Facility at March 31,1997.

      On May 13, 1997, the Company entered into an
agreement with Toronto Dominion Bank to amend and restate
the Credit Line that increased its capacity to $18
million from the original $15 million, and also put in
place a $22 million term loan facility.  The Company
drew the entire $22 million amount under the term loan
on May 13 in order to pay the purchase price and
certain related costs in connection with the Company's
acquisition on that date of the management services
business of Healthfirst. 

4.  SALE OF CERTIFICATE OF NEED AND OPERATIONS

     Effective November 30, 1996, the Company sold a
Medicare license and related Medicare revenue in
Chattanooga, Tennessee for net proceeds of $380,000. 
This transaction increased net income by $217,000 for
the quarter ended December 31, 1996.

5.  COMMITMENTS AND CONTINGENCIES

     At July 1, 1996, the Company maintained general
and professional liability insurance with independent
insurance carriers primarily on a claims-made basis. 
Beginning August 1, 1996, the Company purchased
professional liability insurance with terms which are
on an occurrence basis.  Claims based on occurrences
during the term of the policy, but asserted
subsequently, would be insured.  Additionally, the
Company's risk management system has procedures for
identifying and reporting claims on a timely basis.

     During the first quarter, three lawsuits were
filed by certain persons who seek to represent a class
of shareholders who purchased shares of the Company's
common stock in the April 1996 public offering or in
the subsequent aftermarket.  The lawsuits were
consolidated in December 1996 in the United States
District Court for the Northern District of Georgia. 


                                    7
<PAGE>
The individual plaintiffs allege that they were induced
to purchase the Company's stock on the basis of
misrepresentations about the Company and its prospects
and assert claims under Sections 11, 12(2) and 15 of
the Securities Act of 1933 (the "Securities Act"), as
well as claims under the Georgia Securities Act and
common law.  The complaint names as the defendants the
Company, its directors and certain of its officers, and
the lead underwriters associated with the public
offering.  The Company intends to vigorously defend
this lawsuit.

     The Company is a party to a number of legal
actions arising in the ordinary course of its business. 
In management's opinion, after consultation with legal
counsel, the disposition of these actions are not

expected to have a material adverse effect on the
Company's consolidated financial position, liquidity or
results of operations.


                                    8
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     In the following discussions, most percentages and
dollar amounts have been rounded to aid presentation;
as a result all such figures are approximations. 
References to such approximations have generally been
omitted.

RESULTS OF OPERATIONS

     Housecall's results of operations during the
three- and nine-month periods ended March 31, 1997
reflect the performance of the R.N. Registry
acquisition for the entire periods and the performance
of the Messick acquisition for the months of November
1996 through March 1997, but Housecall's results of
operations during the three- and nine-month periods
ended March 31, 1996 do not reflect the performance by
these companies.  

     The following table sets forth, for the periods
indicated, selected financial information as a
percentage of net revenues:

<TABLE>
<CAPTION>
                                                                   Percentage of Net Revenues
                                                    Three months ended              Nine months ended
                                                         March 31,                        March 31,
                                                   1996            1997             1996            1997
                                                   -------         --------         --------        -------
<S>                                                <C>             <C>              <C>             <C>
Net revenues
Operating expenses:                                100.0 %         100.0  %         100.0  %        100.0  %
   Patient care                                     44.6            45.6             45.8            45.0
   General and administrative                       45.0            57.0             44.6            52.4
   Provision for doubtful accounts                   1.8             5.6              3.2             2.5
   Depreciation and amortization                     1.6             1.9              1.5             1.7
                                                   ------          -----            -----           -----
      Total operating expenses                      93.0           110.1             95.1           101.6
                                                   ------          -----            -----           -----
   Income (loss) from operations                     7.0           (10.1)             4.9            (1.6)
   Interest expense, net                             2.3             1.3              2.4             1.2
                                                   ------          -----            -----           -----
   Income (loss) before income taxes and
      extraordinary item                             4.7           (11.4)             2.5            (2.8)
   Provision for income taxes                        2.0            (3.7)             1.1            (0.8)
                                                   ------          -----            -----           -----
   Income (loss) before extraordinary item           2.7            (7.7)             1.4            (2.0)
   Extraordinary item                                 -             (0.4)             -              (0.6)
                                                   ------          -----            -----           -----
   Net income (loss)                                 2.7 %         (8.1) %           1.4  %         (2.6)  %
                                                   ======          =====            =====           ======
</TABLE>

     NET REVENUES.  Net revenues decreased 14% in the
third quarter of fiscal 1997 to $46.5
million compared to $53.7 million for the third quarter
of fiscal 1996. For the first nine months of fiscal
1997, net revenues of $143.0 million were 10% lower
than the same period in fiscal 1996. The decrease in
fiscal 1997 net revenues is primarily attributable to

                                    9<PAGE>
the cancellation of the Company's TennCare contract
with Access MedPlus in the third quarter of fiscal
1996.  Other significant factors impacting revenues in
the third quarter and first nine months of fiscal 1997
included continued lower levels of infusion therapy
revenues and the sale of a license and related Medicare
revenues in Chattanooga, Tennessee to a hospital. In
addition, Medicare cost-based reimbursement continued
to decline, reflecting the Company's continuing efforts
to reduce costs.  These declines were offset partially
for the nine months by $4.4 million of net revenues
resulting from the R.N. Registry and Messick
acquisitions, and by recognition of $380,000 of net
proceeds in the second quarter from the sale of the
license.

     PATIENT CARE COSTS.  Patient care costs decreased
12% in the third quarter of fiscal 1997 to $21.2
million compared to $24.0 million for the third quarter
of fiscal 1996.  Patient care costs decreased 11% in
the first nine months of fiscal 1997 to $64.3 million
from $72.6 million for the same period of fiscal 1996. 
In each case, the decrease is primarily attributable to
the same factors mentioned above with respect to the
decrease in net revenues during the period, including
the revenue loss from the termination of the Access
MedPlus contract and the decrease in Medicare visits
and infusion revenues.  In addition, certain of the per
visit pay rates paid to some of the Company's patient
care staff were reduced in the first and second
quarters of fiscal 1997.


     GENERAL AND ADMINISTRATIVE EXPENSES. General and
administrative expenses increased 10% in the third
quarter of fiscal 1997 to $26.5 million compared to
$24.2 million for the third quarter of fiscal 1996. The
increase for the third quarter primarily relates to
recognition of severance cost, increased workers
compensation expense and increases in legal and
accounting expenses. During the third quarter, the
Company's Third Party Administrator reported that
significant increases were required for several workers
compensation claims and as a result our reserve had to
adjusted accordingly.
  
     General and administrative expenses increased for
the nine-month period of fiscal 1997 to $74.9 million
from $70.6 million for the comparable period of fiscal
1996. In addition to the above third quarter increases
the increase for the nine-month period is partially
attributable to the addition of administrative,
marketing and sales staff during fiscal 1997 to support
implementation of the Company's expansion and growth
plans. Also during the first quarter of fiscal 1997,
the Company reorganized the accounting, billing and
other administrative functions primarily related to the
Company's Virginia and Tennessee operations.  As a
result, costs were incurred to train personnel on new
systems, and certain administrative functions were
duplicated during the initial phases of the
reorganization. 

                                    10<PAGE>
     PROVISION FOR DOUBTFUL ACCOUNTS. The provision for
doubtful accounts for the third quarter and the first
nine months of fiscal 1997 was 5.6% and 2.5% of
revenues, respectively. The provision was substantially
higher in the third quarter of fiscal 1997 primarily as
a result of additional provisions that have been
established for Medicare bad debts; hospice room and
board; and respiratory therapy and home medical
equipment receivables of a south Florida Location. The
Medicare provision is a result of retroactive denials
of billed services due to tighter interpretation of
Medicare regulations and increased levels of regulatory
scrutiny to which the health care industry in general
has been subjected during the past year.

     DEPRECIATION AND AMORTIZATION EXPENSES.
Depreciation and amortization expense remained constant
at $.9 million in the third quarter of fiscal 1997 and
1996..

     INTEREST EXPENSE, NET. Interest expense decreased
in the third quarter of fiscal 1997 to $.6 million
compared to $1.3 million in the third quarter of fiscal
1996.  Interest expense decreased in the first nine
months of fiscal 1997 to $1.7 million compared to $3.7
million for the first nine months of fiscal 1996. In
April 1996, the Company repaid $37.6 million of its
borrowings under the NationsBank Credit Facility, which
significantly reduced the interest expense the Company
incurred in the third quarter and first nine months of
fiscal 1997 compared to the same periods of fiscal
1996.


     INCOME BEFORE EXTRAORDINARY ITEM.  The Company had
a loss of $3,570,000 for the third quarter of fiscal
1997 compared to income of $885,000 for the third
quarter of fiscal 1996 (after the accrual of preferred
stock dividends), and a loss before extraordinary item
of $2,772,000 for the first nine months of fiscal 1997
compared to income of $601,000 for the same period of
fiscal 1996 (after the accrual of preferred stock
dividends).  The changes are attributable to the above
factors. 


LIQUIDITY AND CAPITAL RESOURCES

     On October 30, 1996, the Company entered into a
$15 million Credit Line (the "Credit Line") with
Toronto Dominion Bank.  The Credit Line was used to
refinance the remaining outstanding indebtedness of the
Company's previous credit facility with NationsBank, as
well as to provide financing for the Company's October
31, 1996 acquisition of Messick Homecare, Inc. and for
working capital.  As of April 30, 1997, the Company had
approximately $200,000 of available borrowing capacity
under the  Credit Line. 

                                    11<PAGE>
      On May 13, 1997, the Company entered into an
agreement with Toronto-Dominion to amend and restate
the Credit Line that increased its capacity to $18
million from the original $15 million, and also put in
place a $22 million term loan facility.  The Company
drew the entire $22 million amount under the term loan
on May 13 in order to pay the purchase price and
certain related costs in connection with the Company's
acquisition on that date of the management services
business of Healthfirst. Accordingly, as of May 14,
1997, the Comany had approximately $3.2 million of
available borrowing capacity under the Credit Line as
so amended.

     The Company will continue to seek other possible
sources of financing that can be used to fund its
operations and future growth.  The Company does not
expect, however, that it will obtain any substantial
additional amount of borrowing capacity either from
Toronto-Dominion, other banks, or other financial
institutions that would be available for additional
acquisitions in the near future.  The Company does not
propose to pursue acquisitions aggressively during the
near term, although if a particularly attractive
strategic acquisition prospect were to be presented,
the Company would  consider the desirability and
feasibility of obtaining the requisite financing on a
case-by-case basis.  No assurance can be given that any
such source of financing would be available on terms
acceptable to the Company to take advantage of any
attractive acquisition or other expansion opportunity
that might develop during the near term.

     With the additional capacity under the Credit Line
established by the May 13 amendment, and the Company's
decision not to pursue acquisitions aggressively during
the near term, the Company believes that, together with
cash flow generated from operations, it will have
adequate funds for its existing and contemplated
operations.  However, delays in reimbursements to the
Company by third party payors (or the effect of a
Medicare adjustment with respect to a prior period's
reimbursement) may cause working capital constraints. 
While the Company has experienced such delays and
adjustments, the Company has not had a working capital
shortfall as a result of such occurrence.

     At June 30, 1996, the Company had cash and cash
equivalents of $7.8 million and working capital of
$18.6 million.  At March 31, 1997, these amounts were
$3.6 million and $22.0 million, respectively.  Cash
used by operating activities was $2.4 million for the
nine months ended March 31, 1997.  


                                   12
<PAGE>
     The Company's investing activities used $7.3
million cash during the nine months ended March 31,
1997.  The investing activities primarily consisted of
the acquisition of Messick for approximately $5.5
million in cash and additions to property, plant and
equipment.

     Financing activities provided $5.5 million of cash
during the nine months ended March 31, 1997. The most
significant components of financing activities were
aggregate borrowings of $13.6 million under the Credit
Line, of which $4 million was used to repay the
NationsBank credit facility and $2.7 million was used
to refinance other debt.

PART II.  OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

   On May 13, 1997, the Company completed the
acquisition of the management services business of
Healthfirst, Inc., which is based in Knoxville,
Tennessee ("Healthfirst").  The Company paid cash in
the amount of $21.8 million and agreed to issue 63,000
shares of its common stock for the acquisition, and it
assumed approximately $1.2 million of indebtedness
related to the operations of the acquired business. 
The acquisition was structured as a series of
simultaneous purchases of the stock and limited
partnership interests of the Healthfirst affiliates
that comprised the management services business
operations.  On May 13, 1997, the Company also entered
into an expansion and restatement of its credit
facility with Toronto-Dominion Bank, increasing the
revolving credit line from $15 million to $18 million,
and putting in place a $22 million term loan facility. 
The Company drew the entire $22 million under the term
loan to complete the acquisition with Healthfirst and
related matters.

   Healthfirst provides full service home healthcare,
billing, data processing, information systems, and
related consulting services, and has annual net
revenues of approximately $20 million.  Healthfirst
currently has 31 management contracts in place, with
clients in 19 states.  The acquisition marks Housecall's
entry into the Midwest and West Coast.  Combined with
Healthfirst, Housecall now has 63 management
contracts in place in 22 states.  The Company will
report in detail on the acquisition in a subsequent
current report on Form 8-K to be filed with the
Commission.

   On May 1, 1997, the shareholders of Housecall, at a
special meeting called by the Board of Directors,
approved an amendment and restatement of Housecall's
1996 Stock Option and Performance Stock Plan to
increase the number of shares of common stock available
for issuance pursuant to that Plan to 1,300,000 shares
from 500,000 shares.

   On May 10, 1997, Housecall's Board of Directors
elected Daniel J. Kohl as President and Chief Executive

                                    13<PAGE>
Officer of Housecall, effective March 11, 1997, on
which date George D. Shaunnessy resigned from those
positions and as a director of Housecall.  On April 9,
1997, the Board of Directors elected Mr. Kohl to fill
the vacancy created by Mr. Shaunnessy's resignation.  

     On February 8, 1997, the Board of Directors
elected Fred C. Follmer as Vice President and Chief
Financial Officer of Housecall.

Item 6.  Exhibits and Reports on Form 8-K.
     (a) Exhibits
          Exhibit 10 - Employment Agreement, dated
            March 11, 1997, by and between Daniel J. Kohl and the
            Company
          Exhibit 11 - Statement re:  computation of
            earnings per share.
          Exhibit 27 - Financial Data Schedule (for SEC
            use only)

     Reports on Form 8-K
               None


                                 14
<PAGE>
Signatures

Pursuant to the requirements 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.



                           Housecall Medical Resources, Inc.
                                  (Registrant)


Date: May 14, 1997       by:  /s/ Fred C. Follmer
                              Fred C. Follmer
                              Chief Financial Officer



Date:  May 14, 1997      by:  /s/ Fred C. Follmer
                              Fred C. Follmer
                              Chief Financial Officer