================================================================================
                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                        For quarter ended March 31, 1997

                         Commission file number 0-15893


                    CONSOLIDATED HEALTH CARE ASSOCIATES, INC.

             (Exact name of registrant as specified in its charter)


                         Nevada                             91-1256470
             (State or other jurisdiction of          (I.R.S. Employer
             incorporation or organization)         Identification No.)

             38 Pond Street, Suite 305
             Franklin, Massachusetts                             02038 
             (Address of principal executive offices)        (Zip Code)

                                 (508) 520-2422
               Registrant's telephone number, including area code

                                 Not applicable
               Former name, former address and former fiscal year,
                          if changed since last report.

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  periods that the  registrant  was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

Yes __X__   No _____


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock, as of March 31, 1997.

                   Common Stock, $.012 Par Value -- 15,759,583

================================================================================
<PAGE>





                    CONSOLIDATED HEALTH CARE ASSOCIATES, INC.

                                Table of Contents

PART I. FINANCIAL INFORMATION                                        PAGE NUMBER

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets - March 31, 1997 and                     3
  December 31, 1996

Condensed Consolidated Statements of Operations --                             4
  Three months ended March 31,1997 and 1996

Condensed Consolidated Statements of Cash Flows --                             5
  Three months ended March 31,1997 and 1996

Notes to Condensed Consolidated Financial Statements --                        6
  March 31, 1997

Item 2. Management's Discussion and Analysis of Financial Condition         7-10

        and Results of Operations


PART II. OTHER INFORMATION                                                    11

Item 1. Legal Proceedings

Item 2. Changes In Securities

Item 3. Defaults upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other information

Item 6. Exhibits and Reports on Form 8-K


<PAGE>




                    CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
================================================================================
                      Condensed Consolidated Balance Sheets
================================================================================
<TABLE>
<CAPTION>


                                                                                                      (unaudited)

ASSETS:                                                                                                 03/31/97           12/31/96
-------                                                                                                 --------           --------
<S>                                                                                                 <C>                <C>   
  Current assets:
      Cash                                                                                           $   404,499        $    37,141
      Accounts receivable (net of allowance for doubtful accounts of $934,000 in
      1997 and $977,000 in 1996)                                                                       1,736,980          1,817,036
      Other account receivables                                                                          550,893            535,225
      Other current assets                                                                               200,680            176,403
                                                                                                     -----------        -----------

      Total current assets                                                                             2,893,052          2,565,805
                                                                                                     -----------        -----------

  Property and equipment, at cost:
      Equipment                                                                                        1,191,333          1,316,166
      Less accumulated depreciation and amortization                                                    (800,184)          (862,305)
                                                                                                     -----------        -----------

      Property and equipment, net                                                                        391,149            453,861
                                                                                                     -----------        -----------

  Other assets:
      Goodwill (net of accumulated amortization of $404,000 in 1997 and $385,000
      in 1996)                                                                                         2,409,560          2,428,463
      Other                                                                                              275,339            132,437
                                                                                                     -----------        -----------

      Total other assets                                                                               2,684,899          2,560,900
                                                                                                     -----------        -----------

  TOTAL                                                                                              $ 5,969,100        $ 5,580,566
                                                                                                     ===========        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
  Current liabilities:
     Notes payable and current portion long-term debt                                                $   577,571        $   353,023
     Accounts payable                                                                                    819,715            778,358
     Accrued personnel costs                                                                             410,043            377,085
     Accrued expenses and other liabilities                                                               98,533            173,038
                                                                                                     -----------        -----------

     Total current liabilities                                                                         1,905,862          1,681,504
                                                                                                     -----------        -----------

  Long-term debt                                                                                       1,148,140          1,804,550
  Other liabilities                                                                                         -                 -
                                                                                                     -----------        -----------

  Total liabilities                                                                                    3,054,002          3,486,054
                                                                                                     -----------        -----------

  Stockholders' equity:
     Preferred stock, 10,000,000 shares authorized; issued 1,727,305 in 1997 and
     1996                                                                                              1,727,305          1,727,305
     Common stock, $.012 par value, 50,000,000 shares authorized; issued
     16,459,583 in 1997 and 16,369,583 in 1996                                                           197,515            196,435
     Additional paid-in capital                                                                        8,263,280          8,230,611
     Accumulated deficit                                                                              (7,185,502)        (7,972,339)
                                                                                                     -----------        -----------
                                                                                                       3,002,598          2,182,012
     Less-treasury stock, 700,000 shares, at cost                                                        (87,500)           (87,500)
                                                                                                     -----------        -----------
     Total stockholders' equity                                                                        2,915,098          2,094,512
                                                                                                     -----------        -----------

  TOTAL                                                                                              $ 5,969,100        $ 5,580,566
                                                                                                     ===========        ===========
</TABLE>
  See notes to Condensed Consolidated Financial Statements.
===============================================================================


                                        3

<PAGE>




                    CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
================================================================================

                 Unaudited Consolidated Statement of Operations
================================================================================
<TABLE>
<CAPTION>
                                                                                                    Three Months Ended
                                                                                                         March 31,
====================================================================================================================================


                                                                                              1997                          1996
                                                                                              ----                          ----
<S>                                                                                     <C>                          <C>    
                                                                                ----------------------------------------------------
Revenue, net                                                                             $  2,505,743                  $  2,363,133
                                                                                         ------------                  ------------

Cost and expenses:

   Operating costs                                                                          1,833,274                     1,735,951
   Administrative and selling costs                                                           602,443                       399,688
   Depreciation and amortization                                                               52,709                        57,803
                                                                                         ------------                  ------------

Total operating costs                                                                       2,488,426                     2,193,442
                                                                                         ------------                  ------------

Operating income                                                                               17,317                       169,691

Interest expense, net                                                                          60,450                        53,883
Other expense/(income)                                                                        (27,959)                        1,606
                                                                                         ------------                  ------------
                                                                                               32,491                        55,489
                                                                                         ------------                  ------------

Income/(loss) before income taxes                                                             (15,174)                      114,202

Gain/(loss) on sale of clinics                                                                802,724                             0
Income tax provision                                                                             (713)                       (2,500)
                                                                                         ------------                  ------------

Net income                                                                               $    786,837                  $    111,702
                                                                                         ============                  ============


Net income per share:                                                                    $       0.05                  $       0.01
                                                                                         ============                  ============



Average shares outstanding                                                                 15,437,208                    14,419,125

</TABLE>


--------------------------------------------------------------------------------
See notes to Condensed Consolidated Financial Statements.
================================================================================


                                        4

<PAGE>




                    CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
================================================================================
      Unaudited Consolidated Statements of Cash Flows for the three months
                          Ended March 31,1997 and 1996

================================================================================
<TABLE>
<CAPTION>
<S>                                                                                                    <C>               <C> 
                                                                                                          1997                1996
                                                                                                          ----                ----
Cash Flows From Operating Activities:
                                                                                
 Net income                                                                                             $ 786,837         $ 111,702

 Adjustments  to  reconcile  net  income  to  net  cash  provided  by  operating
 activities:

 Depreciation and amortization                                                                             52,709            57,803
 Non-cash expenses                                                                                          5,375             4,500
 Gain on sale of clinics                                                                                 (802,724)                0
 Decrease (increase) in accounts receivable                                                              (615,128)          100,903
 Decrease (increase) in other current assets                                                              (15,668)         (112,970)
 Decrease (increase) in other assets and deferred costs                                                   (30,782)          (98,358)
 Increase (decrease) in accounts payable and accrued expenses                                             269,430            84,517
                                                                                                        ---------         ---------

 Net cash provided by (used in) operating activities                                                     (349,951)          148,097
                                                                                                        ---------         ---------

Cash Flows From Investing Activities:

 Proceeds from sale of clinics                                                                            884,364                 0
 Purchases of equipment                                                                                    (6,388)           (3,598)
                                                                                                        ---------         ---------

 Net cash provided by (used in) investing activities                                                      877,976            (3,598)
                                                                                                        ---------         ---------
Cash Flows From Financing Activities:

 Proceeds from issuance of debt                                                                           150,000                 0
 Proceeds from exercise of stock options                                                                        0                 0
 Principal payments on debt and lease obligations                                                        (310,667)         (106,843)
                                                                                                        ---------         ---------

 Net cash provided used in  financing activities                                                         (160,667)         (106,843)
                                                                                                        ---------         ---------

 Net increase in cash                                                                                     367,358            37,656
 Cash, beginning of period                                                                                 37,141            85,557
                                                                                                        ---------         ---------

 Cash, end of period                                                                                    $ 404,499         $ 123,213
                                                                                                        =========         =========
</TABLE>


================================================================================
See notes to Condensed Consolidate Financial Statements.
================================================================================

          Footnote: The  Company  issued  90,000  shares  of  common  stock  in
                    conjunction with proceeds from the issuance of debt.

                    The  Company  satisfied   approximately   $462,000  of  note
                    payables  incurred in connection with business  acquisitions
                    through the  assignment of accounts  receivables  related to
                    those businesses.


                                        5

<PAGE>



CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 1997

NOTE A - 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-QSB and Rule
10-01 of Regulation S-B. 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 accruals)  considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1997
are not necessarily  indicative of the results that may be expected for the year
ending  December 31, 1997. The results  should be read in  conjunction  with the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's Form 10-KSB for the year ended December 31, 1996.


                                        6

<PAGE>



PART I. FINANCIAL INFORMATION

Item 2. Management's discussion and analysis of financial condition and results 
        of operations

General

     Consolidated Health Care Associates, Inc. "the Company", provides ancillary
health  care  and  outpatient  rehabilitation  services  through  a  network  of
outpatient clinics  principally in the Northeast and Mid-Atlantic  regions.  The
Company owns and operates nine clinics under the name PTS Rehab,  Inc.("PTS") of
which  five are in  Massachusetts,  one is in  Pennsylvania,  and  three  are in
Delaware. The Company also provides managed ancillary health care rehabilitation
services through contract  staffing under the name  Consolidated  Rehabilitation
Services,  Inc ("CRS"),  principally in  Massachusetts,  Pennsylvania,  Florida,
Delaware and New York.

     In  1996,   the  Company  began   development   of  a  program  of  Managed
Rehabilitation  Services ( "MRS"),  pursuant to which the Company  would furnish
contract development, staffing, administrative, payroll, billing, collection and
management  services to local,  independently  owned  community  based  clinics,
nursing homes and home health agencies.  The MRS system provides for the ability
to deliver contractual ancillary health care and rehabilitation services through
the  community  based  locations  that in  turn,  would  coordinate  the  actual
services.  The Company  expects that over time the MRS business  will become the
substantial focus of the Company's operations.

Results of operations

     Net revenues  increased to $2,505,743  for the three months ended March 31,
1997 from  $2,363,133  for the same three month period ended March 31, 1996,  an
increase of $142,610 or 6%. Increased net revenues for the Company were achieved
despite a decline in PTS outpatient net revenues of $380,954 resulting primarily
from fewer  Company  owned  clinics in  operation  during the three month period
ended March 31, 1997 as compared to the same three month period  during 1996. In
February  1997,  the  Company's  PTS  division  sold three of its clinics  ("the
Disposition") in Pennsylvania and in March 1997,  returned one clinic in Florida
to its Former  Owner.  The Company also had two fewer  clinics in  operations as
compared  to the same  period  during  1996  resulting  from the  closing of one
non-performing clinic in Florida and the merging of two clinics in Massachusetts
into one location. Additionally, lower PTS net revenues during the first quarter
of 1997 are  attributable  to higher  accruals  for  contractual  allowances  as
compared to reserves for contractual  allowances recorded during the same period
in 1996.  In the third  quarter of 1996,  the Company  performed a review of its
reserves for  contractual  allowances and determined  that higher  accruals were
required.  Higher accruals of approximately  $152,000 are reflected in the first
quarter  of 1997  and as a  result  cost are not  comparable  to those  accruals
recorded during the same period in 1996.

     Gross revenues of the Company's  remaining nine clinics declined by $61,898
during the three month period ended March 31,1997 as compared to the same period
during 1996

                                        7

<PAGE>



primarily  as a result of a  temporary  shortage of  physical  therapy  staffing
experienced in the Company's  Delaware clinics.  Total out-patient clinic visits
for the period ended March 31, 1997  remained at a  comparable  level of patient
visits experienced during the same period of time in 1996.

     Net revenues of the Company's Consolidated Rehabilitation Services division
("CRS") increased to $1,030,782 for the quarter ended March 31, 1997 as compared
to $520,361 for the same period of time during 1996,  an increase of $510,421 or
98%.   Increased  CRS  net  revenues  resulted  from  the  Company's   continued
diversification of services, to now include Nursing Home Management,  as well as
the  continued  integration  of  contract  services  within the  Company's  nine
remaining out-patient clinics.

     Operating  costs  represented  73.2% and 73.4% of revenue  during the three
months  ended  March 31,  1997 and  March 31,  1996  respectively.  The  $97,323
increase in  operating  costs  during the three  months  ended March 31, 1997 as
compared to the same period in 1996 was  principally  due to higher salaries and
benefit  cost   associated  with  the  Company's  new  Nursing  Home  Management
contracts,  and to a lesser extent,  additional labor and fringe cost associated
with the start-up of the Company's new Managed  Rehabilitation Service Division.
The continued  integration  of the Company's  contract  service  division in the
Company's  out-patient  clinics continues to lower fixed overhead costs and as a
result the Company has achieved  lower  recruiting,  travel and housing costs by
replacing subcontracted physical therapy labor cost with internal staff physical
therapists.

     Administrative and selling costs constituted 24.0% and 16.9% of net revenue
during the quarter  and three  months  ended March 31, 1997 as compared  for the
same periods of 1996. The increase  reflects  $202,755 in higher  administrative
and selling  costs for three months ended March 31,1997 as compared to the three
months ended March 31, 1996. A  significant  portion of the increase  relates to
higher accruals for accounting,  legal, consulting and financing costs, and to a
lesser extent,  start-up cost associated with the Company's MRS division.  There
were no  comparable  accruals  during  the first  quarter of 1996,  however  the
Company  did  record a  significant  accounting  and  legal  charge in the third
quarter of 1996.

     Depreciation and  amortization  decreased by $5,094 during the three months
ended March 31, 1997 as compared to the same  periods of 1996.  The  decrease is
attributable to lower  depreciation  expenses resulting from the sale of certain
fixed assets in February and March 1997.

     Interest  expense  increased by $6,567 for the three months ended March 31,
1997 as compared  to the same period in 1996.  The  increase  is  primarily  the
result of the Company's  increased use of its factoring  arrangement  to support
its  operations,  interest  expense accrued on term debt, and to a lesser extent
lower interest  expense  resulting from the use of proceeds from the Disposition
to retire certain current and long-term debt.

     Other income increased by $29,565 for the three months ended March 31, 1997
as  compared  to the same  three  months in 1996,  primarily  as a result of the
successful  negotiations to lower  liabilities of certain  outstanding  accounts
payable debt.

                                        8


<PAGE>



     On February 28, 1997,  the Company  completed the sale of three of its four
Pennsylvania  clinics  for a purchase  price of  $1,050,000  in cash and a note,
subject to adjustment.  The clinics  include those located in  Millersburg,  PA,
Mechanicsburg,  PA and Shermansdale, PA. The Company had purchased these clinics
from "the Buyer" in 1993. The cash portion of the transaction was $900,000 which
at the closing was reduced by the payment of certain operating  expenses due the
Buyer  of  $15,636.  The  Buyer  also  assumed  up  to  $230,000  in  associated
liabilities.  Additionally, in January 1997 the Company agreed to satisfy a note
held by the Buyer issued in connection with the 1993 business acquisition in the
approximate  amount of $413,000,  by assigning  and without  guarantee as to the
amount of the  collectability  to the note  holder  $484,000  in face  amount of
accounts  receivable,  but only to the extent of  collections  in the amount due
under  the  note.  The  clinics  sold  accounted  for  approximately  22% of the
Company's  total  revenues for the year ended  December 31, 1996. The Company is
utilizing  the  proceeds  from the  Disposition  to pay down  debt and for other
general corporate purposes.

     In March 1997, the Company returned one non-performing clinic in Florida to
its "Former  Owner".  The Company  assigned  approximately  $64,000 of net trade
receivables,  approximately $4,000 of prepaid assets and approximately $6,000 of
net fixed  assets  related  to the  returned  clinic  to the  Former  Owner.  In
conjunction  with the return of the clinic,  the Former  Owner agreed to forgive
the  balance of a Company  note held in the amount of $48,000,  forfeit  accrued
earned time benefits in the approximate  amount of $10,000,  and assumed certain
accounts  payable in the  approximate  amount of $13,000.  The  returned  clinic
accounted for  approximately  4.7% of the  Company's  total net revenues for the
year ended  December  31,  1996.  The sale of the  Pennsylvania  clinics and the
return of the  Florida  clinic  resulted in a net gain on sale of assets for the
period ending March 31, 1997 of $802,724.

     The Company elected to sell the Pennsylvania clinics and return the Florida
clinic after  determining  that current and projected future cash flows of these
operations   did  not  and  would  not  satisfy   operating   and  debt  service
requirements.  No future  consolidations  of clinics  are  planned at this time,
however,  no assurances can be given that  consolidations  will not occur in the
future if a particular clinic is not operating at a satisfactory level.

     The Company's tax provision is substantially the result of state income tax
accruals.

     As a result of the above factors, the Company earned net income of $786,836
for the three  months of 1997 as compared  to a net income of  $111,702  for the
same period of 1996.


Liquidity and Capital Resources

     The Company's  liquidity,  as measured by its cash increased by $367,358 in
the first three months of 1997.  The increase in cash is primarily the result of
the sale of the Pennsylvania  clinics and additional  proceeds received from the
issuance of new term debt. To a lesser extent,  additional cash resulted from an
increase in factored accounts receivable.



                                        9


<PAGE>



     Net  accounts  receivable  were  $1,736,980  at March 31, 1997  compared to
$1,817,036  at December  31,  1996,  a decrease of $80,056.  In January 1997 the
Company agreed to satisfy a note held by the Buyer issued in connection with the
1993 business acquisition in the approximate amount of $413,000 by assignment to
the note holder of $484,000 in face amount of accounts  receivable,  but only to
the  extent of  collections  in the  amount  due  under the note.  Subsequently,
included  in the  February  1997  Pennsylvania  Disposition  were  approximately
$230,000 of remaining net accounts  receivables  related to the clinics included
in the disposition. In the March 1997 return of the Florida clinic to its Former
Owner, net accounts receivable returned were approximately $65,000. Net accounts
receivables  further  decreased  through  additional  reserves  for  contractual
allowances of  approximately  $41,000.  The  decreases  were offset by increased
accounts  receivables of approximately  $615,000 generated  primarily in the CRS
division.

     Accounts payable,  accrued payroll,  taxes and benefits,  and accrued other
decreased  by $190 in the first three months of 1997 as compared to the balances
at  December  31,  1996.  The  decrease  includes  the  combined  assumption  of
approximately  $269,000  of accounts  payable  and  accrued  payroll and related
benefit costs by the Buyer of the  Pennsylvania  clinics and by the Former Owner
of the Florida  clinic,  offset by increased  accounts  payable  resulting  from
higher  operating  cost  associated  with the  increase in CRS revenues and to a
lesser extent,  increased accounts payable for legal and accounting cost related
to the filing of the Company's  Registration  Statement on Form SB-2 in February
1997 and the filing of the Company's Annual Report on Form 10-KSB filed in March
1997.

     Cash provided by investing  activities for the three months ended March 31,
1997 was  $877,976,  which  consisted  of net  proceeds  provided by the sale of
clinics of $884,364 less cash used for the purchases of equipment of $6,388. The
cash portion of the  Pennsylvania  disposition was $900,000 which at the closing
was  reduced  by the  payment  of certain  operating  expenses  due the Buyer of
$15,636.

     Financing  activities  in the  first  three  months  of 1997  used  cash of
$160,667.  Proceeds  from the  issuance of debt were  $150,000  and  payments of
$310,667 were made on long-term  debt. Due to the shortfalls in working  capital
as discussed above, the Company  discontinued  scheduled  principal and interest
payments on several of its note payable obligations during 1996. During 1997, in
conjunction  with the assignment of accounts  receivables and the utilization of
proceeds from the Dispositions,  the Company cured certain defaults in principal
and interest payments by remitting past-due amounts.

     At March 31, 1997 and  December  31,  1996,  the  Company  had  outstanding
approximately  $1,725,771  and  $2,158,000 in notes payable and long-term  debt,
respectively.  At  December  31,  1996 of such  amount,  approximately  $462,000
related to clinics  included in the February  Disposition  and March 1997 clinic
returned to the Former  Owner.  During the three  months ended March 31, 1997 by
assignment  of accounts  receivable  from the Company to the note  holders,  the
remaining  balance  of these  notes  were  satisfied.  Net term  debt  remaining
increased  during the three months ended March 31, 1997 primarily as a result of
the  issuance  of new term debt of  $150,000  offset by payments of term debt of
$120,195.


                                       10


<PAGE>



     Stockholders'  equity  increased  $820,586 during the first three months of
1997 due to the issuance of common stock ($33,749) and net income ($786,837).

     In January 1997,  the Company  negotiated a $150,000  promissory  note with
Davstar II Managed Investments Corporation N.V. Pursuant to the promissory note,
the Company is obligated to pay  interest on the unpaid  monthly  balance of the
promissory note at a rate of 10% per annum, computed in arrears, with the entire
principal  balance  plus  any  unpaid  interest  due in  full  in May  1997.  In
consideration  of the promissory  note, the note holder was issued 90,000 shares
of the  Company's  common  stock at $.375 per share.  In early April  1997,  the
Company subsequently  satisfied in full, the outstanding  principal and interest
balance under this promissory note.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 
            None

Item 2. Changes In Securities
            None

Item 3. Defaults upon Senior Securities
            None

Item 4. Submission of Matters to a Vote of Security Holders
            None

Item 5. Other Information

     In January 1997, the Company announced that Robert M. Whitty, the Company's
President,  was elected a member of the Company's Board of Directors. Mr. Whitty
replaced Mr. Alan M. Mantell,  the Company's former Chief Operating  Officer who
resigned from the Company in November 1996.

Item 6. Exhibits and Reports on Form 8-K
           (a) Exhibit 27 - Financial Data Schedule
           (b) Reports on Form 8-K have been filed for the
               quarter for which this report is being filed.

     A report on Form 8-K,  dated January 27, 1997 was filed with the Securities
and Exchange  Commission  announcing the appointment of Federman,  Lally & Remis
LLC as the Company's new Independent  Certifying  Accountants.  A report on Form
8-K, dated March 14, 1997 was filed with the Securities and Exchange  Commission
announcing  the  Company's  the  sale  of  clinics   located  in  the  State  of
Pennsylvania.



                                       11


<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.



                                            CONSOLIDATED HEALTH CARE
                                            ASSOCIATES, INC.



Dated: May 14, 1997                         By:_________________________________
                                               Robert M. Whitty
                                               President

Dated: May 14, 1997                         By:_________________________________
                                               Raymond L. LeBlanc
                                               Chief Financial Officer



                                       12


<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.



                                            CONSOLIDATED HEALTH CARE
                                            ASSOCIATES, INC.



Dated: May 14, 1997                         By:/s/ R. Michael Whitty
                                               ---------------------------------
                                               Robert M. Whitty
                                               President

Dated: May 14, 1997                         By:/s/ Raymond L. LeBlanc
                                               ---------------------------------
                                               Raymond L. LeBlanc
                                               Chief Financial Officer


                                       13