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                                  FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                               (Amendment No. 2)
    

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


                      For quarter ended September 30, 1996

                         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 September 30, 1996.

                   Common Stock, $.012 Par Value -- 15,573,535

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<PAGE>


2

                                      INDEX

                    CONSOLIDATED HEALTH CARE ASSOCIATES, INC.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed  consolidated  balance  sheets -- September  30, 1996 and December 31,
1995

Condensed consolidated  statements of operations -- Three months and nine months
ended September 30, 1996 and 1995

Condensed  consolidated  statements of cash flows -- Nine months ended September
30, 1996 and 1995

Notes to Condensed consolidated financial statements -- September 30, 1996


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


PART II.   OTHER INFORMATION

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


SIGNATURES


<PAGE>


3
<TABLE>
<CAPTION>
===========================================================================================================
                    CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
                      Condensed Consolidated Balance Sheets
                                                                                 (unaudited)
ASSETS:                                                                            09/30/96       12/31/95
-------                                                                            --------       --------
<S>                                                                              <C>            <C>      
   Current assets:
       Cash                                                                      $    90,782    $    85,557
       Accounts receivable (net of allowance for doubtful accounts of $655,000     2,076,023      2,016,846
         in 1996 and $815,000 in 1995)
       Other current assets                                                          268,099        218,316
                                                                                 -----------    -----------
       Total current assets                                                        2,344,122      2,320,719
                                                                                 -----------    -----------
   Property and equipment, at cost:
       Equipment                                                                   1,314,342      1,292,487
       Less accumulated depreciation and amortization                               (813,334)      (694,903)
                                                                                 -----------    -----------

       Property and equipment, net                                                   501,008        597,584
                                                                                 -----------    -----------

   
   Other assets:
       Goodwill (net of accumulated amortization of $366,000 in 1996 and
         $284,000 in 1995)                                                         2,447,213      2,503,515
   Other                                                                             235,446        144,979
                                                                                 -----------    -----------
    

   Total other assets                                                              2,682,659      2,648,494
                                                                                 -----------    -----------
TOTAL                                                                            $ 5,618,570    $ 5,566,797
                                                                                 ===========    ===========
------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
   Current liabilities:
       Short-term debt, current portion of long-term debt, and lease
         obligations                                                             $   371,454    $   521,248
       Accounts payable                                                              714,990        799,888
       Accrued personnel costs                                                       526,578        326,468
       Accrued expenses and other liabilities                                        256,286        214,583
                                                                                 -----------    -----------
   Total current liabilities                                                       1,869,308      1,862,187
                                                                                 -----------    -----------

   Long-term debt                                                                  1,672,151      1,699,360
   Other liabilities                                                                       0         26,998
                                                                                 -----------    -----------
   Total liabilities                                                               3,541,459      3,588,545
                                                                                 -----------    -----------
   Stockholders' equity:
       Common stock, $.012 par value, 50,000,000 shares authorized; issued
         16,273,500 in 1996 and 14,702,306 in 1995                                   195,282        176,428
   Preferred stock, 10,000,000 shares authorized; issued 1,727,305 in 1996 and
      1995                                                                         1,727,305      1,727,305
   Additional paid-in capital                                                      8,199,390      7,661,116
   Accumulated deficit                                                            (7,957,366)    (7,499,097)
                                                                                 -----------    -----------
                                                                                   2,164,611      2,065,752
   Less-treasury stock, 700,000 shares, at cost                                      (87,500)       (87,500)
                                                                                 -----------    -----------
   Total stockholders' equity                                                      2,077,111      1,978,252
                                                                                 -----------    -----------

TOTAL                                                                            $ 5,618,570    $ 5,566,797
                                                                                 ===========    ===========
------------------------------------------------------------------------------------------------------------
Note: The balance  sheet at December 31, 1995 has been  derived  from the audited  financial  statements  at
      that date.  See notes to Condensed consolidated financial statements.
============================================================================================================
</TABLE>

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                    CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
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<PAGE>


4


<TABLE>
<CAPTION>
           Condensed Consolidated Statements of Operations (Unaudited)
===================================================================================================
                                           Three Months Ended              Nine Months Ended
                                             September 30,                    September 30,
===================================================================================================
                                          1996             1995             1996            1995
                                          ----             ----             ----            ----
<S>                                   <C>             <C>             <C>             <C>         
Revenue, net                          $  2,281,626    $  2,169,234    $  6,901,137    $  6,668,024
                                      ------------    ------------    ------------    ------------

Cost and expenses:
   Operating costs                       1,856,126       2,016,142       5,258,124       5,653,815
   Administrative and selling costs        823,858         283,071       1,662,655         829,147
   Depreciation and amortization            59,930          63,000         175,486         189,000
                                      ------------    ------------    ------------    ------------

Total operating costs                    2,739,914       2,362,213       7,096,265       6,671,962
                                      ------------    ------------    ------------    ------------



Operating loss                            (458,288)       (192,979)       (195,128)         (3,938)

Interest expense, net                       83,645          34,791         207,356         132,137
                                      ------------    ------------    ------------    ------------

Loss before taxes                         (541,933)       (227,770)       (402,484)       (136,075)


Tax provision                               49,502           2,500          55,788           7,500
                                      ------------    ------------    ------------    ------------

Net loss                              $   (591,435)   $   (230,270)   $   (458,272)   $   (143,575)
                                      ============    ============    ============    ============

Net loss per share:                   $      (0.03)   $      (0.02)   $      (0.03)      $ ( 0.01)
                                      ============    ============    ============    ============


Average shares outstanding              15,861,722      12,750,118      15,035,889      12,635,359

---------------------------------------------------------------------------------------------------
See notes to Condensed Consolidated Financial Statements.
===================================================================================================
</TABLE>


<PAGE>


5
<TABLE>
<CAPTION>
========================================================================================
                    CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
========================================================================================
           Condensed Consolidated Statements of Cash Flows (Unaudited)
              For the Nine Months Ended September 30,1996 and 1995
========================================================================================
                                                                1996          1995
----------------------------------------------------------------------------------------
<S>                                                             <C>          <C>       
Cash Flows From Operating Activities:

 Net loss                                                       $(458,272)   $(143,575)

 Adjustments  to  reconcile  net  loss to net  cash  from
(used  by)  operating activities:

 Depreciation and amortization                                    174,733      189,000
 Non-cash expenses                                                219,864            0
 Decrease (increase) in accounts receivable                       (59,177)    (191,156)
 Decrease (increase) in other current assets                      (49,783)      (7,262)
 Decrease (increase) in other assets and deferred costs           (17,046)      16,973
 Increase (decrease) in accounts payable and accrued expenses     262,064       32,693
                                                                ---------    ---------

 Net cash used by operating activities                             72,383     (103,327)
                                                                ---------    ---------


Cash Flows From Investing Activities:

 Purchases of equipment                                           (21,855)    (112,016)
                                                                ---------    ---------

 Net cash used in investing activities                            (21,855)    (112,016)
                                                                ---------    ---------


Cash Flows From Financing Activities:

 Proceeds from issuance of debt                                   180,000      408,652
 Proceeds from issuance of Common Stock                            10,000      125,000
 Principal payments on debt and lease obligations                (235,303)    (518,897)
                                                                ---------    ---------

 Net cash provided by (used in) financing activities              (45,303)      14,755
                                                                ---------    ---------


 Net increase (decrease) in cash                                    5,225     (200,588)
 Cash, beginning of year                                           85,557      213,141
                                                                ---------    ---------

 Cash, end of period                                            $  90,782    $  12,553
                                                                =========    =========

----------------------------------------------------------------------------------------
 See notes to Condensed Consolidate Financial Statements.
========================================================================================
</TABLE>


<PAGE>


6

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

September 30, 1996

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 nine month period ended September 30,
1996 are not necessarily  indicative of the results that may be expected for the
year  ending  December  31,  1996.  For  further   information,   refer  to  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's Form 10-KSB for the year ended December 31, 1995.

NOTE B - SUBSEQUENT EVENTS

The  Company  has  entered  into a letter of intent for the sale of three of its
Pennsylvania  clinics for a purchase  price of $1.1  million in cash and a note,
subject to adjustment.  The buyer would also assume up to $200,000 in associated
liabilities. The clinics proposed to be sold accounted for approximately 22% and
23% of the Company's total revenues for the year ended December 31, 1995 and the
nine months ended  September 30, 1996  respectively.  The sale is subject to the
buyer's due diligence, mutually satisfactory documentation and other conditions,
and there can be no assurance that the sale will be consummated.

<PAGE>


7

PART I. FINANCIAL INFORMATION

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

Results of Operations

Net Revenues  increased  by 5.2% and 3.5% or $112,392 and $233,113  respectively
during the quarter and nine months ended  September  30, 1996 as compared to the
same period of 1995. Out-patient net revenues continue to increase,  despite the
continued impact of managed care, as a result of the on-going integration of the
Contract Services Division in the Company owned out-patient  clinics, as well as
to  a  lesser  extent,   more  efficient  billing  procedures  in  the  clinical
operations.

Operating  costs  represented  81.4% and 76.2% of net revenue during the quarter
and nine months ended  September 30, 1996 as compared to 92.9% and 84.8% for the
same  periods of 1995.  The  $160,016  decrease in  operating  costs  during the
quarter and $395,691  decrease for the nine months ended  September 30, 1996 was
principally due to the continued  integration of the Company's Contract Services
Division in the out-patient  clinics and the resulting reduction in sub-contract
labor expenses. Additionally, the Company continues to achieve lower recruiting,
travel and fringe benefit cost resulting from this integration of services.

Administrative  and selling costs  constituted  $823,858 and $1,662,655 or 36.1%
and 24.1% respectively of net revenue during the quarter and for the nine months
ended September 30, 1996 as compared to $283,071 and $829,147 or 13.1% and 12.4%
for the same periods of 1995. The increase reflects  administrative  and selling
expenses  that were higher by  $540,787  and  $833,508  for the quarter and nine
months ended September 30,1996 compared to the prior year periods. A significant
portion of the increase relates to  non-operational  expenses that include legal
and accounting costs associated with the filing of a registration  statement for
the sale of shares by certain stockholders,  stock grant expense associated with
financing activities and Board of Directors  compensation,  and costs associated
with a proposed underwriting  constituting  expenses. To a lesser extent, higher
administrative  costs resulted from expenses for a Chief Executive Officer where
there was no comparable compensation expense during the first, second, and third
quarter of 1995.  In late October,  1996 the Company  closed its New York office
and has eliminated certain other administrative  positions which are expected to
result in an annual reduction of approximately $500,000 in expenses.

Depreciation and amortization decreased by $3,070 and $13,514 during the quarter
and nine months  ended  September  30,  1996 as compared to the same  periods of
1995. The decrease is attributable to lower amortization  expense as well as the
result of fewer clinics in operation  during 1996. In 1995,  the Company  closed
two non-performing clinics. One non-performing clinic was closed in early 1996.

Interest  expense  increased  by $48,854  and  $75,219  for the quarter and nine
months ended September 30, 1996,  respectively,  as compared to the same periods
in 1995. The increase is primarily the result of the Company's continued need to
use its factoring arrangement to support its operations, and to a lesser extent,
higher interest rates incurred on renegotiated term debt.


<PAGE>


8


The  Company's  tax  provision is  substantially  the result of state income tax
accruals for current and previous fiscal years.

As a result of the above  factors,  the Company  incurred net losses of $591,435
for the quarter and  $458,272 for the nine months  ended  September  30, 1996 as
compared to net losses of $230,270  and  $143,576  for the same  periods  during
1995.

Liquidity and Capital Resources

The Company acquired therapy equipment and office equipment totaling $11,091 and
$21,855 for the quarter and nine months ended September 30, 1996.

Financial Position

   
The Company's liquidity, as measured by its cash and working capital,  increased
by $5,225 and $16,282 respectively,  for the nine months ended September 1996 as
compared to the same period in 1995.

The Company continues to factor a certain portion of its accounts receivable and
remains substantially dependent upon its factoring arrangements. The increase in
accounts  receivable of $59,177 for the nine months ended  September 30, 1996 is
primarily  the result of an  increase  in the  Company's  non-factored  accounts
receivables with the Company's factor.

Accounts  payable and accrued  expenses  increased  by $156,915.  A  significant
portion of this increase  represents certain accounting and legal expenses,  and
to a lesser extent, state income taxes.

Total  long-term  debt and capital  lease  obligations  decreased  by  $204,000.
In July of 1996, the Company converted a convertible  promissory note previously
issued in connection  with a business  acquisition.  Under the  conversion,  the
outstanding balance of approximately $182,305 of the convertible promissory note
and certain  accounts  payable due the note holder of $6,399,  were converted to
common stock at a conversion price of $.45 per share.

Stockholders'  equity  increased  $98,859 due to the issuance of common stock to
the  Company's  401(K)  Profit  Sharing Plan of $59,676,  conversion  of certain
accounts  payable or debt to common stock totaling  $407,455,  renegotiation  of
certain  convertible  promissory  notes  through the issuance of common stock of
$80,000,  exercise of options by a member of the Board of  Directors of $10,000,
and net loss $458,272.
    




<PAGE>


9

PART II. OTHER INFORMATION

Items 1 through 4

Not applicable.

Item 5   Other Information

The Company  elected  September  25, 1996 to  withdraw a  non-binding  Letter of
Intent for a proposed  public  offering to be  underwritten  by Lew Lieberbaum &
Co.,  Inc. The Company  continues  to pursue  additional  financing,  however no
assurances  can be given that any additional  financing may be available,  or if
available, that it will be on terms acceptable to the Company.

The Company had signed a  non-binding  Letter of Intent to acquire  Total Rehab,
Inc.  which  provided for a closing  date of August 15, 1996.  This date has not
been extended and the Company is not currently pursuing such acquisitions.

Effective  November 1, 1996, the Company  announced the election of James Kenney
as Chairman of the Board of Directors and Raymond L. LeBlanc as Secretary of the
Corporation. Additionally the Company accepted the resignations of Joel Friedman
and Alan M. Mantell as Officers of Consolidated Health Care Associates, Inc. Mr.
Friedman, who remains a member of the Board of Directors,  served as Chairman of
the Board and Secretary of the  Corporation.  Mr.  Mantell served as a Director,
Vice Chairman and Chief Executive Officer prior to his resignation.

On October 29, 1996, Price Waterhouse LLP, resigned as the Company's  certifying
accountants.  On November 6, 1996 the Company filed a current report on Form 8-K
reflecting  this  resignation.  On February 4, 1997, the Company filed a current
report on Form 8-K appointing Federman, Lally and Remis LLC as the Company's new
certifying accountants.

Item 6

Not applicable.


<PAGE>


10


                                   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: February 11, 1997                 By: /s/ Robert M. Whitty
------------------------                     ------------------------
                                             Robert M. Whitty
                                             President
    

                                         By: /s/  Raymond L. LeBlanc
                                             ------------------------
                                             Raymond L. LeBlanc
                                             Chief Financial Officer