SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.
                               Form 10-KSB
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                 for the fiscal year ended June 30, 1997
                      Commission File No. 033-97034

                           HELP AT HOME, INC.
         (Exact Name of registrant as specified in its charter)

     DELAWARE                                               36-4033986
(State or other jurisdiction of incorporation  (IRS Employer Identifi-
 or organization)                                       cation Number)
223 West Jackson Blvd.
Chicago, IL                                                      60606
(Address of principal executive offices)                      (Zip Code)
                              312-663-4244
          (Registrant s telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class:               Name of Exchange on which registered:

Common Stock, Par Value $0.02                     NASDAQ National Market

Indicate  by  checkmark whether the registrant (1) has filed all reports
required  to  be filed by Section 13 or 15(d) of the Securities Exchange
Act  of  1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes[X]No[ ]

Indicate  by  checkmark  if  disclosure of delinquent filers pursuant to
item  405  of  Regulation  S-K  is not contained herein, and will not be
contained, to the best of registrant s knowledge, in definitive proxy or
information  statements  incorporated  by  reference in Part III of this
Form 10-KSB or any amendment in this Form 10-KSB. [X]

Registrant s revenues for its most recent fiscal year: $22,213,000

The aggregate market value of the registrant s Common Stock held by non-
affiliates  of the registrant as of September 19, 1997 was approximately
$2,841,800  (for purposes of the foregoing calculation only, each of the
registrant s officers and directors is deemed to be an affiliate).

There were 1,869,375 shares of the registrant s Common Stock outstanding
as of September 19, 1997.  

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
<PAGE>
                                 PART I


Item 1.   DESCRIPTION OF BUSINESS.

Help  at Home, Inc. ( Help at Home ) and its subsidiaries (collectively,
the  Company ) provide homemaker, custodial and skilled home health care
services  to  elderly  and  disabled  persons  within their homes.  Such
services  consist  of  nutritional  planning  and  assistance, household
management, personal care, skilled nursing interventions, rehabilitative
therapy,  and  medical  social  work  services.    The  majority  of the
Company  s clients are obtained and served through 15 regional contracts
with the Illinois Department on Aging (IDOA) and 20 contracts with other
state  and  municipal  agencies.  Help  at  Home also provides medically
necessary,  skilled  home  health care services through its subsidiaries
that  are  certified  as  Medicare  home  health  agencies.  The Company
operates  through 40 offices in Illinois, Indiana, Missouri, Alabama and
Mississippi.

History of the Company.

The Company was incorporated on August 7, 1995 in the State of Delaware.
On  December  5, 1995, Help at Home completed an initial public offering
through which 819,375 units were offered and sold to the general public.
Help  at  Home  received  gross  proceeds of $5,162,063 from the initial
public offering.  Each unit consisted of one share of Common Stock, $.02
par  value,  of  Help  at  Home,  Inc.  and  two redeemable common stock
purchase  Warrants.    The  Common  Stock  and Warrants were immediately
detached  upon  the  effective  date  of the offering and are separately
transferable.    The Warrants are immediately exercisable.  Each Warrant
generally  entitles the holder to purchase one share of Common Stock for
$6.00  commencing one year after the offering, or sooner if the Warrants
are  called  for  redemption, until the close of business on December 5,
2000.    The Warrants are redeemable, in whole or in part, at a price of
$.10  per  Warrant, commencing one year after December 5, 1995 and prior
to  the  expiration date, provided that prior written notice of not less
than  30  days  is given to the Warrant holders and the closing price of
the Common Stock is at least $9.00 for ten consecutive trading days.

Help at Home, Inc., an Illinois corporation, was incorporated on October
29,  1974  and,  through a merger on June 17, 1982, merged with and into
Help  at  Home  of  Evanston,  Inc.,  an Illinois corporation, which was
originally  incorporated  on February 27, 1975.  Simultaneously with the
merger, the surviving entity changed its name to Help at Home, Inc.

Lakeside  Home  Health  Agency,  Inc.  was  incorporated in the State of
Missouri  on  April  20,  1993.    Lakeside  Home Health Agency, Inc., a
Medicare  certified  home  health agency, was acquired by the Company on
July  20,  1995.    Lakeside  Home  Health  Agency,  Inc.,  an  Illinois
corporation,  was  incorporated  on  August  3,  1995 and certified as a
Medicare provider in August, 1997.

Rosewood  Home Health, Inc. was incorporated in the State of Illinois on
March  4,  1994.   A Medicare certified home health agency, Rosewood was
acquired by the Company on January 30, 1996. 
<PAGE>
As  of  May 31, 1996, the Company acquired HASC Staffing Services, Inc.,
Homemakers  of Montgomery, Inc. and Statewide Healthcare Services, Inc.,
all doing business as Oxford Health Care (the  Oxford companies ).  HASC
Staffing  Services, Inc., a Mississippi corporation, was incorporated on
March 23, 1986.  Homemakers of Montgomery, Inc., an Alabama corporation,
was  incorporated  on  March  27,  1985.  Statewide Healthcare Services,
Inc., a Mississippi corporation, was incorporated on January 10, 1974.  
As  of  October  1,  1996,  the Company acquired Preferred Nursing Care,
Inc.,  an  Alabama  corporation,  for $175,000.  Preferred Nursing Care,
Inc. was incorporated in the State of Alabama on April 28, 1994.

Overview of the Home Care Industry.

The  home  care  industry  serves  the  elderly  as well as persons with
temporary  or permanent disabilities of any age.  The primary purpose of
home  care  programs  is to keep clients from becoming institutionalized
and  to  fill  the  gap created by inadequate health insurance coverage.
The need for such services has escalated over the last decade due to the
general  aging  of  the population and the desire of elderly or disabled
persons  to  maintain their quality of life by remaining independent and
living in their own homes.

According  to  published  industry  data, the home care industry in 1994
constituted  a  $23  Billion  market,  with annual growth rates for this
sector  of  the economy exceeding 20%.  In addition to the general aging
of  the  population, primary reasons cited for such rapid growth include
the  substantial  cost  savings  achievable  through  at-home care as an
a l t e rnative  to  more  expensive  institutional  care,  medical  and
technological advances which enable a growing number of treatments to be
administered  at  home  rather  than in a medical facility, and Medicare
reimbursement  policies which provide certain incentives to minimize the
length of in-patient hospital stays.

Moreover,  it  has  been  predicted that long-term maintenance home care
services  will  be  the  largest  area of growth in the home care field.
Fully  20%  of  those  over  65  can  be  considered  frail  elderly who
e x p e rience  functional  limitations  secondary  to  chronic  disease
processes;  while  46%  of  those over the age of 85 fall into the frail
elderly  grouping  and  are, therefore, candidates for continuous, long-
term  custodial  home  care  services.  The need for assistance with the
activities  of  daily  living such as eating, dressing, bathing, walking
and household management is sometimes thought of as a social need rather
than  a  medical  requirement.    However,  the provision of these basic
services, often by a paid home care worker, is crucial to the health and
well-being  of the elderly patient and is being considered more and more
often as medically necessary, preventive care.

The majority of home care recipients obtain services by participating in
federally   or  state-funded  programs  for  which  they  are  eligible.
Medically  necessary,  skilled  home  health care interventions, such as
those  provided  through  the  Company  s Medicare certified home health
agencies,  are  reimbursed through Medicare Part A payments.  Similarly,
non-medical,  custodial  services  to  homebound  clients  are  provided
pursuant  to  contracts with agencies such as the Illinois Department on
Aging or various Medicaid Waiver Programs.  The Company is a provider to
Medicare,  Medicaid and other state and local program recipients through
various contractual arrangements.
<PAGE>
There  have  been  a number of proposals offered in recent years through
which  the  Federal  government  would  increase  its involvement in the
delivery  of  health  care,  lower  reimbursement  rates  for  home care
services  and/or  modify  the payment methodology for Medicare home care
services.    The  Company  cannot  predict  what  effect,  if  any, such
proposals may have, given the wide variety of proposals and the changing
nature  of  the political, economic and regulatory influences at work in
the  government  and  U.S. economy.  The Company believes, however, that
such  proposals  will  take  time to enact, will likely have a phased-in
approach  and  will,  therefore,  have  minimal  impact on the Company s
business  in  the  immediate  future.    With  respect  to the six-month
moratorium  on  certification  of  new  Medicare providers, announced by
President Clinton on September 15, 1997, the Company has no applications
for  Medicare certification pending and does not anticipate a meaningful
effect on its business as a result of the President s initiative.

The  Company  s  principal  executive  offices  are  located at 223 West
Jackson Blvd., Chicago, IL 60606.  The telephone number of the executive
office is (312)663-4244.

Business Strategy.

The  Company  s  business  strategy is to provide a variety of home care
services, through skilled therapeutic interventions (nursing and therapy
services)  and  custodial care(homemaker services), to a diversified mix
of  groups  and  individuals  in  the  geographic  markets served by the
Company.  The Company expects to continue its expansion of locations and
markets  it  serves through development of additional service contracts,
introduction  of  complementary  services,  and  limited  acquisition of
existing  home  care  businesses. Key elements of the Company s strategy
include:

     1)   New  Market  Development  and  Penetration.    The Company has
continued  its emphasis on development of new operating locations within
the  key  states  of Illinois, Alabama and Mississippi.  The Company has
established 18 new offices since July 1996 for the purpose of responding
to  contract  opportunities that enable the Company to provide custodial
services  to  clients in previously under-served areas. The Company will
c o ntinue  to  focus  on  business  development  in  neighboring  areas
throughout  the  Midwest,  Southeastern,  Mid-Atlantic  and Southwestern
regions of the United States.  

     2)   Cross-Marketing  Services.  The Company believes that numerous
opportunities exist to cross-market services, thus ensuring retention of
clients  who  may  experience fluctuations or changes in their home care
needs.    For  example, an elderly custodial care client who becomes ill
may  require  skilled services for a time, after which his/her needs may
revert  back  to  custodial  care.  The Company is in a position, either
through   its  homemaker  service  divisions  or  Medicare  home  health
agencies, to meet the needs of such clients. As the Company continues to
strengthen  its  ability  to continuously meet  changes in the home care
requirements of its elderly clientele, it will avoid loss of business to
other  providers  with  a  wider, or more specialized,  array of service
offerings.
<PAGE>
     3)   Development   of  New  Services.    The  Company  has  made  a
commitment to expand temporary professional staffing services in certain
areas  in order to take advantage of existing marketplace opportunities.
With the Company s extensive rosters of nurses and home health aides, it
is  in  an  excellent position to offer intermittent nurse/aide staffing
services  to  acute  care  institutions,  physicians   clinics and other
facilities.

      4)     Acquiring Complementary Businesses.  The Company intends to
continue  to  pursue  acquisition  of  businesses  that  complement  the
Company  s  existing  locations  and/or  service  offerings.   Desirable
acquisition  targets  include  Medicare-certified  providers  of skilled
nursing  and  related  services proximately located to current operating
units.  The  Company  will  also continue to focus on existing home care
companies  whose  service  lines  can  be  readily  expanded through the
addition  of new services, such as skilled service providers that can be
readily expanded through the addition of custodial services.

     5)     Achievement of Operating Efficiencies.  The Company believes
that,  as  it  increases  in  size  and market share, it will be able to
reduce,  as  a  percentage of revenues, corporate overhead and operating
costs   including  personnel,  insurance,  computer  and  communications
systems,  legal,  accounting, and marketing expenses.  By increasing the
Company  s  revenue  base  through internal growth and acquisitions, the
Company  believes  it  can achieve certain economies of scale, that will
allow the Company to recoup a larger profit from its services.

Services.

The  Company  maintains  contracts  with  several  state  and  municipal
agencies  to provide custodial services to elderly and disabled clients.
Such  custodial  services generally entail homemaker services, household
management,  and  assistance  with  activities  of  daily  living.   The
Company  provides  in-depth  training  to  its  workers who provide such
services  to ensure patient safety, consistency of approach and adequacy
of care. 

Case managers, engaged by state agencies, generally refer custodial care
clients  to  the  Company  after  eligibility for service is determined.
Clients  are  generally  assigned  to  home care companies on a rotating
basis  unless  a specific home care provider is identified by the client
to  be  served.   In some rural communities, however, the Company enjoys
exclusive  status  as  the  only  contracted  provider  of homemaker and
personal  care services.  Approximately 83% of the Company s revenues in
fiscal 1997 were derived from the delivery of homemaker services.

In   addition  to  custodial  services,  the  Company  provides  skilled
services  to  those  with an established medical need as determined by a
physician.    Skilled  home care services include nursing interventions,
physical  therapy  for  improving  range  of  motion and pain reduction,
occupational therapy for enhancement of the patient s ability to perform
r o utine  activities  of  daily  living,  speech  therapy  directed  at
resolution  of  swallowing  or language difficulties, and medical social
work  services to address and help resolve issues related to the psycho-
social aspects of recovery from illness.  Through its Medicare certified
home  health agencies, the Company also provides medically oriented home
health aide services that are provided under the direct supervision of a
nurse in conjunction with other skilled interventions.
<PAGE>
The  Company  has  indicated  its  intention  to enter into hospice care
through  which  it will provide in-home care to terminally ill patients.
In-home hospice care offers an alternative to hospice centers or nursing
homes  for  terminally  ill  individuals  who  prefer  to  live  out the
remainder  of  their lives in their own residences.  It is the Company s
intention  to  provide  such  services,  through  licensed and certified
hospice  organizations,  to  Medicare  and  Medicaid  patients.  Surveys
required  to  become  a  provider  of  hospice  services  in Alabama and
Mississippi are pending. 

Customers.

The  Company's   customers  include, but are not necessarily limited to,
case  management units, third party administrators, physicians, hospital
discharge   planners,  social  workers,  third  party  payers  including
Medicare,  and  other types of health care organizations.  Approximately
52%  of  the Company s revenues during fiscal 1997 were derived from the
Illinois  Department  on  Aging  with  another 17% attributable to other
homemaker  service  contracts  and  13%  attributable  to  the  Medicare
program.    Commercial  insurance companies, other state funded programs
and individuals provided the remaining 18% of the Company s revenue from
services.  The  state  and  federally  funded programs through which the
Company   derives  its  revenues  require  that  certain  standards  for
eligibility  and  participation are continually met. Billing and payment
arrangements  with  the  Company  s  customers  are  specified  in payor
contracts  that are non-exclusive and which do not obligate the payor to
utilize  a certain volume of services over a specified time period.  The
Company  s customers often use a variety of providers in addition to the
Company,  thus  necessitating competition among several providers on the
basis of pricing, array of service offerings, availability of caregivers
and/or quality of services.

With  regard to the Company's contractual arrangements with the Illinois
Department  on  Aging  (IDOA),  the  Company must ensure that the direct
costs  associated  with providing service to IDOA clients (as such costs
are  contractually  defined)  constitute  at  least 73% of charges.  The
C o m p any  is  required  to  submit  an  annual  audited  cost  report
demonstrating its compliance with this requirement.  Management believes
the Company is in compliance with the IDOA cost requirements. Should the
C o m pany  be  unable  to  maintain  its  compliance,  the  contractual
arrangements could be subject to immediate termination.

Regulation.

Custodial  services  are  generally  unregulated.    The  Company  must,
however,   maintain   certain   state   and/or   federal   licenses   or
certifications  in order to offer specific health services.  The Company
must also perform criminal background checks on its employees in certain
states to ensure the integrity of its work force.  
<PAGE>
With  respect  to  licensure  of skilled home health care services, each
state  specifies  the manner in which home health agencies will operate.
Approximately  half  of  the  states, including Alabama and Mississippi,
require that home health agencies possess one or more valid Certificates
of  Need (CON) in order to qualify as a provider of Medicare home health
services.    Absent  a  valid CON, a home health agency may be precluded
from  providing  certain  services  or expanding its operations into new
geographic  areas.    Recently, however, several states have initiated a
process  through  which  the  requirement  may  be reconsidered and many
expect  that, within the next several years, reliance on CONs as a means
of  controlling  home health care costs will significantly diminish.  In
t h e   meantime,  however,  new  Certificates  of  Need  are  generally
unavailable,  thus limiting the ability of would-be Medicare home health
providers  to  enter CON markets. The Company possesses a Certificate of
Need  in  Montgomery  County,  Alabama through Homemakers of Montgomery,
Inc.  and  has initiated an action which is pending in the Circuit Court
of  Montgomery  County  Alabama  (15th  Judicial  Circuit) to secure CON
authorization in four additional Alabama counties. 

All Medicare home health agencies must also successfully demonstrate, on
an annual basis, compliance with Medicare Conditions of Participation in
order  to  continue to provide services to Medicare beneficiaries.  Such
conditions generally embody established standards for home health agency
management  of  personnel, adherence to patients  rights, supervision of
c a re,  financial  management  and  the  presence  of  an  independent,
professional  advisory  group.    All of the Company s Medicare provider
units  have successfully passed their annual Medicare surveys.  Lakeside
Home  Health, Inc. (Illinois) passed its initial certification survey in
August, 1997.

As  well,  the  Montgomery  branches  of  the Oxford companies have been
accredited  by  the  Joint Commission on the Accreditation of Healthcare
Organizations  (JCAHO).  The Company has initiated efforts to bring each
of  its  operating  units  providing  home  health  care  services  into
compliance  with  JCAHO  home  care  standards  and expects to apply for
accreditation within the coming months.

Competition.

The  Company  competes  with  other  providers of custodial services for
various  state and municipal contracts pursuant to a competitive bidding
process.    Each  company  competing  for  a  bid is required to provide
specific  information regarding its history, duration and qualifications
as a provider of services.  

In  the  State  of  Illinois,  depending  on  each bidder s responses to
requested   information  and  the  fulfillment  of  specific  evaluative
criteria,  points  are  awarded to each provider with contracts going to
the  bidders  with  the  greatest  number of accumulated points. The key
competitive  factors  are  the  length  of  time  in  business  and  the
geographic  areas  served  by  the  provider.    Pricing  of services is
established by the state in advance of the bidding process.  As a result
of  the  Company  s  long  operating  history,  market  penetration  and
presence,  the  Company has been highly successful in obtaining Illinois
contracts for provision of custodial services. 
<PAGE>
In  the  States  of  Alabama and Mississippi, contracts are periodically
awarded  by  state,  county  or regional area agencies on aging based on
c o mpetitive  pricing  of  services,  provider  qualifications,  market
presence and financial stability.

Competition  among  home  health  agencies  for  Medicare  and  Medicaid
patients  is  based, in part, on availability of qualified personnel who
can  be dispatched to care for a patient in a timely manner. Likewise, a
home health agency s array of service offerings, geographic coverage and
relationships  with  major  referral  sources  significantly  influences
competitive   position.  In  states  with  applicable  CON  regulations,
competition  may  be  somewhat  restricted  due to the smaller number of
providers  in  any  one  market.    There  is  limited,  if  any,  price
competition with regard to services provided to Medicare and/or Medicaid
covered recipients.

Employees.

Exclusive  of  field personnel who work on a per diem basis, the Company
has 163 administrative employees.

The  number  of caregivers providing services to clients varies from day
to day.  These personnel do not, necessarily, work full time shifts; nor
do  they  exclusively  work  for  the Company.  Certain of the Company s
employees  in  Chicago  are  represented by a union.  Relations with the
union are considered to be good.

The  Company  has in place a screening process for all of its caregivers
to  ensure  compliance with laws, generally, and the absence of criminal
c o n victions  and/or  disciplinary  actions  that  limit  professional
activity.

Item 2.     Description of Property.

The  Company  s  principal  executive  offices  are  located at 223 West
Jackson  Blvd.,  Chicago,  IL  and consist of approximately 6,000 square
feet  of  rented  space.   Similarly, the Company leases office space in
each of its 40 operating locations as follows:  

Help at Home, Inc. - Corp. Offices      Help at Home, Inc. - Chicago
223 W. Jackson Blvd., Suites 500-520    223 W. Jackson Blvd., Suite 510
Chicago, IL 60606                       Chicago, IL 60606
Lease expires November 30, 2000         Lease expires November 30, 2000

Help at Home, Inc. - Alton              Help at Home, Inc. - Belleville
707 Berkshire Blvd., Suite 270          213 S. Illinois, Suite 101
Alton, IL 62024                         Belleville, IL 62220
Lease expires October 31, 1998          Lease expires April 14, 1999

Help at Home, Inc. - Brentwood          Help at Home, Inc. - Danville
8506 Manchester Road                    913 North Vermillion St.
Brentwood, MO 63144                     Danville, IL 61832
Lease expires June 30, 2000             Lease expires July 31, 2000

Help at Home, Inc. - Fenton             Help at Home, Inc. - Mt. Vernon
300 Biltmore, Suite 340                 1116 Broadway
Fenton, MO 63026                        Mt. Vernon, IL 62864
Lease expires July 31, 1998             Lease expires July 31, 2000  
<PAGE>
Help at Home, Inc. - Munster            Help at Home, Inc. - Oak Forest
9250 Columbia, Suite D2                 15337 S. Cicero Ave., Suite RF
Munster, IN 46321                       Oak Forest, IL 60452
Lease expires June 30, 1999             Lease expires May 31, 1998

Help at Home, Inc. - Ottawa             Help at Home, Inc. - Rockford
615 W. Main St., Suite A                3929 Broadway, Suite 9
Ottawa, IL 61350                        Rockford, IL 61108
Lease expires July 10, 1998             Lease expires July 31, 1999

Help at Home, Inc. - Rock Island        Help at Home, Inc. - Skokie
2100 18th Avenue, Suite 5               4872 W. Dempster Avenue
Rock Island, IL 61201                   Skokie, IL 60077
Lease expires July 31, 1998             Lease expires April 30, 1999

Help at Home, Inc. - Springfield        Help at Home, Inc. - St. Charles
1885 Sangamon Avenue                    103 North 11th St., Suite 107
Springfield, IL 62702                   St. Charles, IL 60174
Lease expires July 31, 2000             Lease expires March 31, 1999

Help at Home, Inc. - Waukegan           Lakeside Home Health Agency,Inc.
2504 Washington St., Suite 101          223 W. Jackson Blvd., Suite 500
Waukegan, IL 60085                      Chicago, IL 60606
Lease expires June 30, 1998             Lease expires November 30, 2000

Lakeside Home Health Agency, Inc.       Rosewood Home Health Agency,Inc.
300 Biltmore Avenue, Suite 340          707 Berkshire Blvd., Suite 250
Fenton, MO 63026                        East Alton, IL 62024
Lease expires July 31, 1998             Lease expires October 31, 1998

Rosewood Home Health Agency, Inc.       Statewide Healthcare Svcs.,Inc.
213 S. Illinois, Suite 101              1209-A Snow Street
Belleville, IL 62024                    Anniston, AL 36203
Lease expires April 14, 1999            Lease expires November 30, 1997

Statewide Healthcare Svcs., Inc.        Statewide Healthcare Svcs., Inc.
956 Montclair Road                      2000 Flint Road, SE, Suite 103
Birmingham, AL 35213                    Decatur AL 35601
Lease expires July 31, 1998             Lease expires December 31, 1997

Statewide Healthcare Svcs., Inc.        Statewide Healthcare Svcs., Inc.
188 N. Foster St., Suite 200            1141 Montlimar Drive, Suite 2400
Dothan, AL 36303                        Mobile, AL 36609
Lease expires September 30, 1998        Month to month rent

Statewide Healthcare Svcs., Inc.        Statewide Healthcare Svcs., Inc.
444 S. Hull Street                      351 Highway 6 West
Montgomery, AL 36104                    Batesville, MS 38606
Lease expires August 31, 2002           Lease expires September 30, 1998

Statewide Healthcare Svcs., Inc.        Statewide Healthcare Svcs., Inc.
1707-A Strong Avenue                    3227 Highway 82 East
Greenwood, MS 38930                     Greenville, MS 38703
Lease expires July 31, 1999             Lease expires August 30, 1999

Statewide Healthcare Svcs., Inc.        Statewide Healthcare Svcs., Inc.
545 East Pass Road                      805 W. Pine St., Suite B
Gulfport, MS 39507                      Hattiesburg, MS 39401
Lease expires April 30, 2000            Lease expires April 30, 1998
<PAGE>
Statewide Healthcare Svcs., Inc.        Statewide Healthcare Svcs., Inc.
3828 Interstate 55 N                    1807 24th Avenue
Jackson, MS 39211                       Meridian, MS 39301
Lease expires September May 31,2001     Lease expires May 31, 1999

Statewide Healthcare Svcs., Inc.        Statewide Healthcare Svcs., Inc.
116 Canal Street                        444-B Highway 12 West
Natchez, MS 39120                       Starkville, MS 39759
Lease expires October 31, 1998          Lease expires August 17, 1998

Statewide Healthcare Svcs., Inc.        Statewide Healthcare Svcs., Inc.
101 Industrial Road N.                  115B Longwood Drive SE
Tupelo, MS 38801                        Huntsville, AL 36104
Lease expires July 31, 1999             Office closed July 31, 1997 

HASC Staffing Services, Inc.            Preferred Nursing Care, Inc.
3828 Interstate 55 North                200 Flint Road SE, Suite 102
Jackson, MS 39211                       Decatur, AL 35601
Lease expires May 31, 2001              Lease expires December 31, 1997

Homemakers of Montgomery, Inc.     
444 S. Hull Street
Montgomery, AL 36609
Lease expires August 31, 2002

Office leases are generally for terms of one to five years.  The Company
maintains insurance on all of its properties.     

Item 3.     Legal Proceedings.

The  Company  is  not a party to any legal proceedings which it believes
may  have  a  materially  adverse  effect  on  the  Company  s financial
condition or results of operations.

The  Company  has been named as a party to a suit filed by the family of
Oxford  Health  Care  s  former owner (now deceased) in which the family
seeks  to  claim,  for  the decedent s estate, approximately $300,000 in
life  insurance  proceeds  payable  under two key-man insurance policies
owned  by  the Company.  The insurance proceeds are being held in escrow
pending  resolution of the asserted claim.  In the meantime, the Company
has  responded  with  a  counter   claim in which it seeks to reduce the
amount  of  a $325,000 note payable to the former owner by approximately
$180,000.  The proposed reduction in the principal of the note, which is
due  in  January,  1998, is the result of bad debts arising from periods
prior  to  the  acquisition date ($140,000), unanticipated balance sheet
adjustments  arising from the post-closing audit of the Oxford companies
($25,000)  and  other extraordinary expenses ($15,000).  The transaction
agreement  memorializing  the  acquisition  of  Oxford  by  the  Company
contemplates  each  of  the proposed adjustments to the principal of the
note.    Pending  resolution  of  this  matter,  and  in the interest of
conservatism,  the  Company  has  not  made  entries  in  its  financial
statements  to  effect  either  recognition  of  the  insurance proceeds
($300,000)  or  the  proposed  reduction  of  the  note ($180,000).  The
Company has, however, recorded all entries related to the recognition of
bad  debt expense and the miscellaneous expense items noted above in the
fourth quarter of 1997.
<PAGE>
Item 4.  Submission of Matters to a Vote of the Security Holders.

There  were  no  matters  submitted to a vote of security holders of the
Company during the fourth quarter.

                                 PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.

The  Company  s  Common  Stock  and  Warrants  are  traded on the NASDAQ
National  Market  under  the  symbols HAHI and HAHIW, respectively.  The
following  table shows the high and low bid price information, as quoted
by  NASDAQ.  Such quotations reflect inter-dealer prices, without retail
mark-ups,  markdowns  or  commissions, and may not necessarily represent
actual transactions.
<TABLE>
<CAPTION>
                            Common Stock Bid Prices by Fiscal Year
                         1996 High   1996 Low     1997 High   1997 Low
<S>                       <C>        <C>              <C>        <C>
HAHI:
     First Quarter          N/A(1)     N/A(1)         $8.50      $6.50
     Second Quarter       $6.00      $5.50             7.25       4.75
     Third Quarter         6.19       5.38             6.63       4.88
     Fourth Quarter        8.38       5.50             5.38       3.50

HAHIW:
     First Quarter          N/A(1)      N/A(1)        2.88        1.88
     Second Quarter       $1.25       $ .75            2.13       1.13
     Third Quarter         1.63        1.13            1.50       1.00
     Fourth Quarter        3.13        1.50            1.81       0.30
<FN>
(1)  The  Company  s  Common  Stock  and  Warrants  commenced trading on
December 5, 1995.
</TABLE>
There  were  approximately six holders of record of the Company s Common
Stock  as  of  September  25,  1997  and  four  holders of record of the
Warrants  as  of  the  same  date.  This number includes shareholders of
record who may hold stock for the benefit of others.

The  Company does not expect to pay dividends on its Common Stock in the
foreseeable  future.    Management intends to retain all available funds
for the development of new business and for use as working capital.

Item 6.   Management s Plan of Operation and Discussion and Analysis of 
         Financial Condition.

Overview.

The  Company provides home care services in Illinois, Indiana, Missouri,
Alabama  and  Mississippi.    The  Company  s  fiscal year ends June 30.
Unless otherwise noted, references to 1996 and 1997 relate to the fiscal
years ended June 30, 1996 and 1997.
<PAGE>
The  Company's  revenues are derived primarily from custodial services.
Additionally,  approximately  17%  of the Company s revenues during 1997
were  attributable  to  skilled  home health care services.  The Company
believes   that  the  home  care  market  will  continue  to  experience
significant growth due to aging of the population, continued emphasis on
preventive  health  care  services,  early patient discharges from acute
care  institutions,  and  new  advances  in  technology.  The Company is
generally  well  positioned  to take advantage of the expected growth in
both  the  custodial  home  care  and  home  health care segments of the
market,  provided  that working capital necessary to sustain such growth
can be secured.

The statements which are not historical facts contained in this Form 10-
KSB are forward looking statements that involve risks and uncertainties,
including,  but not limited to, the integration of new acquisitions into
the  operations  of  the  Company, the ability of the Company to realize
profit  in  its  start-up  operations,  the  success  of  the Company in
locating  attractive  acquisition  candidates,  the  effect  of economic
conditions  and  interest  rates,  general  labor  costs, the impact and
pricing  of competitive services, regulatory changes and conditions, the
results  of  financing  efforts,  the  actual  closing  of  contemplated
transactions  and  agreements,  the  effect  of the Company s accounting
policies,  and  other  risks  detailed  in  the Company s Securities and
Exchange  Commission filings.  No assurance can be given that the actual
results  of  operations  and  financial  condition  will  conform to the
forward looking statements contained herein.

1998 Operating Plan.

The  Company's  overall  strategy  continues  to  focus  on providing a
continuum  of  services  to elderly and disabled clients in their homes,
concentrating  on  geographic  areas  with  favorable  demographics  and
reimbursement trends.  The Company will implement this business strategy
through a combination of growth in existing locations and development of
new locations.

The  Company  committed significant capital resources to the development
of  its  corporate  infrastructure  and  establishment of new offices in
Alabama  and  Mississippi during 1996 and 1997.  With this commitment of
resources  comes  the  expectation of significant revenue growth in both
states  throughout 1998. Similarly, the Company has established four new
offices  in  Illinois  in  recent months.  In order to take advantage of
opportunities  for  expansion  of  its  business,  the Company must have
access to additional working capital.  Negotiations with lenders for the
purpose  of  securing    financing required to pursue the Company s 1998
operating  plan  are in their final stages. In the absence of additional
financing,  the  Company  will not be able to realize anticipated growth
and  will  be  forced  to  reduce  corporate  overhead and/or scale back
operations in one or more of its locations.
<PAGE>
Factors that May Affect 1998 Operating Results.

The  Company  is  currently  engaged  in negotiations that may result in
rate  increases  for  several  of  the  contracts  pursuant  to which it
provides  homemaker  services  in  Alabama.  Similarly,  the Company has
submitted several bid proposals to Mississippi area agencies on aging in
an  effort to attract more business as Mississippi significantly expands
the number of its citizens eligible for state funded custodial services.
The  Company  believes  that  it  will  be  successful  in securing rate
increases and attracting new business and has opened several  offices in
recent  months  in  an  effort  to  establish its  community presence in
furtherance  of  this  objective.    There can be no assurance, however,
that  the  Company  will  obtain this business and service volume is not
assured  once  a  contract  is  approved.    As  a  result,  lower  than
anticipated  sales  levels  could lead to reduced earnings in the short-
term.    With  respect to the Company s cash requirements, lower revenue
levels  will also diminish the Company s need for outside funding of its
working  capital  requirements and will, in turn, cause interest expense
to be reduced.

As  noted  below,  Medicare  revenue  is  entirely  dependent  on  costs
a s sociated  with  delivery  of  services  to  Medicare  beneficiaries.
Likewise,  the  Company  s ability to allocate corporate overhead to its
Medicare  units  is  based  on  Medicare  s  proportionate  share of the
Company  s  overall  business.  Thus, if non-Medicare services grow at a
rate  that  exceeds  the rate of growth in Medicare reimbursed services,
the  Company s ability to allocate its home office costs may be somewhat
diminished.

The  Company has opened four new offices in Illinois as a requirement of
new  contracts with the Illinois Department on Aging.  As in the case of
Alabama  and  Mississippi,  the  Company  believes  that  it will secure
sufficient  business  in  these  four  new locations to maintain current
Illinois  profit  margin levels; however, this cannot be guaranteed.  As
well,  on September 1, 1997 the federal minimum wage increased to $5.15.
Most of the homemakers providing services in Illinois are compensated at
the  minimum  wage  rate and many of those residing in Chicago are union
members.   While there is some expectation that reimbursement rates will
be  increased  to correspond with the minimum wage hike, there can be no
guarantee that such a rate increase will be retroactive or will occur in
the  1998  fiscal  year.   In the event that reimbursement rates are not
increased  to  offset  the  increase  in the minimum wage, the Company s
gross  profit  margin would be adversely effected.  Additionally, in the
event  a  rate  increase is granted, the present union agreement  allows
reopening  of  wage  rate  negotiations  on  behalf  of  this  group  of
employees.
<PAGE>
Results of Operations:

The  following table sets forth, for fiscal years 1996 and 1997, certain
items  from the Company s Consolidated Statement of Operations expressed
as a percentage of net sales.
<TABLE>
<CAPTION>
                                        Fiscal Years Ended June 30
                                            1997         1996
<S>                                         <C>          <C>
Net sales                                   100%         100%
Direct cost of services                      66%          69%
Gross margin                                 34%          31%
Operating expenses                           36%          21%
(Loss)income before taxes                   (1.7%)        11%
Income taxes                                 .5%           5%
Net (loss) income                            (2%)          6%

</TABLE>
Fiscal 1997 Compared to Fiscal 1996:

Sales.

Revenue  from  client  services grew from $11.9 Million in 1996 to $22.2
Million  in  1997,  for  an  overall  increase of $10.3 Million, or 87%,
during  1997.    Approximately  $7.3  Million  (71%)  of the increase in
revenue  stems  from  the inclusion of the Oxford companies for the full
twelve  months  of  1997.    In  addition,  the  Company  s  established
operations  in  Illinois  realized  $2.9 Million revenue growth in 1997,
accounting for 28% of the overall growth in sales.

The  Illinois  Department  on  Aging ( IDOA ) provided revenues of $11.5
Million, representing 52% of the Company s total revenue for the year as
compared  with $ 8.7 Million (73%) in 1996.  The contractual arrangement
with  IDOA requires that, at a minimum, 73% of receipts from IDOA client
services  be spent for direct costs of providing care(as defined by IDOA
regulations).   The Company s report of its direct costs incurred in the
provision  of  care  to IDOA clients is subject to an annual independent
audit.  Management believes the Company is in compliance with the direct
cost  requirements  imposed  by  IDOA; however, should direct costs fall
below  the required 73% threshold, the Company s contracts with IDOA may
be  subject  to cancellation.  Accounts receivable from IDOA represented
32%  of  total  receivables as of June 30, 1997 as compared with 41% for
the prior year.

The  Medicare  program  provided  approximately $3.1 Million of revenue,
representing  an  increase  of $2.2 Million in 1997.  Medicare, in 1997,
accounted  for 13% of annual revenues as compared with  7% in 1996.  The
growth in Medicare services is attributable to Homemakers of Montgomery,
Inc.  which, in addition to being included for the full twelve months of
the  year,  realized  a  20% overall growth rate in 1997.  Homemakers of
Montgomery  comprised  67%  of  total  Medicare  revenues  in 1997.  The
Company  recognizes  interim  Medicare  revenues  based  on the periodic
reimbursement  rates established by its various Medicare intermediaries,
adjusted  annually  to  coincide  with  actual reimbursable costs.  As a
result,  while  the Company anticipates an increase in Medicare units of
service  based  on  need  and  demand  in  the communities served by its
Medicare certified home health agencies, there can be no guarantee as to
future Medicare reimbursement levels.
<PAGE>
The  Oxford  companies  also  provided  the  Company with new sources of
revenue in 1997.  Revenue derived from home health services delivered to
persons  covered by various state Medicaid programs, including pediatric
early intervention services, constituted 2% of total revenues ($482,000)
in  1997.  Commercial, private pay and staffing services provided by the
Oxford companies amounted to 12% of 1997 revenues ($2.7 Million).  These
categories  of  services,  prior to the June 1996 acquisition of Oxford,
were inconsequential.

Direct Costs of Services.

Direct  costs  of  providing  services  reached  $14.6  Million  (66% of
revenues)  as compared with $8.2 Million (69% of revenues) in 1996.  The
$6.4  Million  growth relates directly to the overall growth in services
to  clients.    The  proportionate 3% improvement in direct costs is the
result  of  the  growth  in  Medicare services which, generally, provide
higher gross margins (47% on average) than custodial home care services.
The  gross  margin  on  overall  services  grew  by  $3.9 Million (106%)
representing  the  combined  effect  of revenue growth and proportionate
reduction of direct costs.

Selling, General and Administrative Expense.

Operating  expenses  tripled  (totaling  $2.5  Million  in 1996 and $7.9
Million  in  1997)  and  comprised  21%  and  36%,  respectively, of the
C o mpany  s  revenues.    Virtually  all  expense  categories  incurred
significant  increases  that  generally  correspond  to  the  growth  in
revenues noted above.    

The  Company  recognized  approximately $1,037,000 of unusual expense in
the  fourth quarter of 1997. The expenses include $240,000 of legal fees
and  contingent  settlement costs related to pending litigation, $80,000
of expense associated with abandoned acquisitions,  $237,000 of start-up
costs  associated  with  establishment  of  new  offices in Mississippi,
$240,000  of goodwill write-offs due to impairment, and $240,000 of pre-
acquisition bad debt in the Oxford companies.  

Administrative  salaries  grew from $1.2 Million in 1996 to $4.1 Million
in  1997 representing an increase of $2.9 Million.  Of the increase, 43%
($1.2  Million)  is  attributable  to  the  Oxford  companies which were
included  for  only  one  month  in  1996's operating results.  Illinois
homemaker  operations accounted for 28% ($793,000) of the increase.  The
acquisition  of  Preferred  Nursing  Care, Inc. in October 1996 added 3%
($90,000).    Corporate  positions accounted for $636,000 (22%) with the
remaining  $117,000  (4%)  coming from general increases attributable to
growth  of the Company s Medicare subsidiaries in Illinois and Missouri.
As  a percentage of revenues, administrative salaries constituted 18% of
revenues  in  1997 as compared with an industry average of approximately
15%.   Steps have been taken to reduce administrative salaries among the
Oxford  companies to bring this expense category into line with industry
norms. 

Professional  fees  and  insurance  expense grew by $463,000 to $741,000
during  1997  and  constituted  2%  and 3% of revenues in 1996 and 1997,
respectively.    The  addition  of  the  Oxford  companies accounted for
$130,000  of  the  increase  with the remainder of the growth ($333,000)
attributable  to  routine  insurance  expense, legal fees and accounting
services.  The Company became involved in several legal actions in 1997,
none  of  which  are expected to have an adverse effect on the Company s
financial  condition.    While  none of the actions are material; in the
aggregate, the Company's expenditures for legal fees increased as noted.
<PAGE>
Rent,  utilities  and  maintenance grew from $346,000 to $853,000 for an
increase  of  $507,000.    The  majority  of  the growth in this expense
category    is  due  to  the  addition  of  the Oxford companies (59% or
$300,000).  Most of the remainder is due to increased costs of occupancy
for  the  corporate  offices  ($95,000) and Illinois operating locations
($83,000).   Rent, utilities and maintenance expenses represented 3% and
4%  of  overall  revenues  in  1996  and 1997, respectively.  Rent, as a
percentage  of  revenue in the Oxford companies, is expected to decrease
in  1998  based  on  anticipated revenue increases and growth in service
volume.

Administrative  expense  grew from $197,000 to $1,007,000 for an overall
increase  of  $810,000 during 1997.  Administrative expense doubled as a
percentage  of  revenue  from 1996 to 1997 from 2% to 4%.  Approximately
43%  of  the  1997 growth in this expense category ($345,000) is routine
and  due  to  the  addition  of  the  Oxford  companies.   Write-offs of
unamortized  goodwill are included in administrative expense at June 30,
1997  accounting for $236,000 (30% of the increase).  The goodwill being
written  off  is attributable to Preferred Nursing Care, Inc. ($196,000)
and  Lakeside  Home  Health Agency, Inc.($40,000). An additional $75,000
(9%  of  the  increase) represents loss contingencies related to pending
litigation.  Approximately  $150,000  (18%)  of  the  increase is due to
expansion of the Company s overall business.

Travel  expenses  grew from $206,000 to $312,000 from 1996 to 1997.  The
increase  of  $106,000 is entirely attributable to efforts to expand the
Company  s  presence  in  Alabama and Mississippi during the year.  Such
costs are expected to diminish, somewhat, once new operations in Alabama
and Mississippi are more stabilized and mature.

Bad  debt grew from $36,800 to $347,000 during the year with $284,000 of
the  increase  due to write-offs in the Oxford companies.  Approximately
$240,000  of  this expense relates to periods prior to the date on which
the  Company  acquired the Oxford companies as noted above.  Pursuant to
the  terms  of  the  transaction  with  the previous owner of the Oxford
companies  and  pending  the  outcome  of  current litigation (see Legal
Proceedings),  the Company is seeking to offset $140,000 of the $325,000
note payable.  The remaining $63,000 of bad debt expense arises from the
routine  adjustment  of  the  reserve  for  bad debts as a percentage of
revenues.    In  recognition  of  the  changes  in its service mix, with
increased  emphasis on provision of skilled health services, the Company
has increased, slightly, its reserve for bad debts.  

Depreciation  and  amortization  expense  grew  by  $179,000 to $296,000
during   1997  with  the  majority  of  the  growth  ($139,000  or  78%)
attributable to amortization of goodwill in connection with the purchase
of  the  Oxford  companies.    The  remaining  22% of the growth in this
expense category is due to normal recognition of expense associated with
routine depreciation of fixed assets.

Advertising  and  promotional  expenses  grew  from  $93,000 to $375,000
representing  an  increase,  as a percentage of revenues, from 1% to 2%.
The  majority  of the growth ($180,000 or 64%) is due to the addition of
the  Oxford  companies  and  the  promotional  expense  associated  with
expansion  of  their  business  in  Mississippi  and  Alabama. Corporate
support  of  advertising  and  promotional  efforts  in  the  Company  s
operating units accounted for an additional $51,000 or 18% of the growth
in this category.  General expansion of the Company s business accounted
for  the  remaining  18%  or    $52,000  of the increase in this expense
category.
<PAGE>
Interest.

Interest income of $131,000 in 1996 was reduced to $72,000  in 1997 with
the  entirety  of  the  decrease  attributable  to the depletion of cash
reserves.

Earnings.

The  net  loss  in  1997  was  $479,000  as  contrasted to net income of
$719,000  in 1996.  Earnings per share of common stock were $.41 in 1996
and  ($.01)in  1997  (fully  diluted)   based on 2,243,227 and 3,649,375
shares,  respectively.    The  EPS  calculation is based on the Modified
Treasury  Method  of  computing  earnings.  On a fully diluted basis the
Company  s 1997 earnings per share represents a decrease of $.42.  On an
unadjusted  basis, the primary loss per share in 1997 is ($.26) based on
1,869,375 shares of common stock issued and outstanding. The Company has
1,710,000  warrants  outstanding  as  a  result  of  its  initial public
offering,  71,250  of  which  are  underwriter s warrants.  (See Exhibit
11.1, Computation of Earnings Per Share).

Segment Operations:

Management  has  elected  to  identify the Company s reportable segments
based  on  geographic  areas  (states):  Alabama, Illinois, Missouri and
Mississippi.    Revenues  in  all  four  segments  are  derived from the
provision of both skilled services and unskilled, custodial services.  
Information  related  to the Company s reportable segments is as follows
(in thousands):
<TABLE>
<CAPTION>
               Alabama   Illinois  Missouri  Mississippi     Total
<S>            <C>       <C>       <C>       <C>            <C>
Revenue        $ 5,305   $14,133   $   425   $ 2,350        $22,213   
Direct costs     3,381     9,445       251     1,559         14,636
               -------   -------   -------   -------        -------
Gross margin     1,924     4,688       174       791          7,577

Operating 
   expenses      2,542     2,658       261       735          6,196
                ------   -------   -------   -------        -------
Operating income
   (loss)      $  (618)  $ 2,030   $   (87)  $    56        $ 1,381
               =======   =======   =======   =======        =======
</TABLE>
A  reconciliation  of the segments  operating income to the consolidated
net loss is as follows (in thousands):
<TABLE>
     <S>                                     <C>
     Segments  operating income:             $ 1,381
     Less:
          Income tax expense                     103
          Corporate overhead expense           1,757
                                             -------
     Consolidated net loss                   $  (479)
                                             =======
</TABLE>
<PAGE>
Earnings Outlook.

As  noted  previously,  the Company has invested in the establishment of
ten new offices in Mississippi with expectations of securing new clients
on  or  about  October  1,  1997.    In addition, in anticipation of new
contract  opportunities in Alabama and Illinois, the Company has engaged
in  several promotional campaigns aimed at establishing name recognition
for  the  Company  in  new  communities  where it now has offices.  As a
result  of  the  increased  administrative  expenditures associated with
these efforts, the Company expects to post a first quarter loss in 1998.
As  second  through  fourth  quarter  services increase to offset higher
expenses, the Company expects to realize a moderate profit.

Liquidity and Capital Resources.

The  Company  s  basic  cash  requirements  are  for operating expenses,
generally  comprised  of labor, occupancy and administrative costs.  The
Company  relied  in  1997  on  remaining  cash proceeds from its initial
public  offering  and  borrowed  capital  to  augment  cash  flows  from
operations  for  the  purpose  of expanding its business.  The Company s
debt  obligations  total approximately $1.5 Million as of June 30, 1997,
divided  among  secured  bank  debt of $900,000, a $325,000 note arising
from  the  purchase of the Oxford companies, a $182,000 installment loan
used  to finance the purchase of an airplane and $46,000 of notes and/or
leases  for  autos, office and computer equipment.  Long-term debt as of
June  30,  1996  totaled  $974,000.  Total working capital stood at $2.8
Million  as  of  June 30, 1997 as compared with total working capital of
$3.5 Million as of the same date in 1996.

The  Company,  as of June 30, 1997, was in technical default relative to
one  of  two  financial  ratios enumerated in the loan agreement for its
secured  bank  debt  of  $900,000.   At June 30, 1997 the loan agreement
required that the Company s current ratio be maintained at a level of at
least  2:1.    As  of  June  30,  1997 the current ratio was 1.8:1.  The
Company  has  received a waiver of this default and subsequent amendment
of the loan covenant to a current ratio requirement of 1.75:1.

Cash provided by operations in 1996 was $1.5 Million as compared to $2.0
Million  of  cash used in operating activities in 1997. The $3.5 Million
operating cash flow differential relates primarily to growth in accounts
receivable($2.0  Million),  cash  payments  of approximately $900,000 in
1997  for  income  taxes  and  the 1997 operating loss of $479,000.  The
growth in accounts receivable is due in large measure to expansion among
t h e  Oxford  companies  ($1.0  Million)  revenue  growth  in  Illinois
($700,000),  the  addition  of Preferred Nursing Services ($100,000) and
general  revenue  growth  in  other  locations  ($200,000)   The Company
repaid $559,000 of indebtedness relating to the Oxford companies in 1997
after  which  it  realized approximately $100,000 of cash from financing
activities.    These events yielded a net cash depletion of $1.9 Million
for  the  year  ended June 30, 1997 as contrasted to an increase of $2.7
Million in cash balances during the preceding year.
<PAGE>
The  Company had approximately $871,000 cash on hand as of June 30, 1997
as contrasted with $2.7 Million of cash on hand in 1996. Cash flows from
established  operations  will  be  insufficient  to  fund  the expansion
contemplated  in  Alabama  and Mississippi during the coming year.  As a
result,  the  Company  is  in final negotiations to increase its line of
credit  and  expects  to  borrow funds sufficient to see it through next
year  s  significant  growth.   Although the Company does not anticipate
difficulty  in  securing  a  larger  line  of  credit,  there  can be no
guarantee  of  success in this regard.  In the event that the Company is
unsuccessful  in  securing the expanded line of credit, it may be forced
to scale back and/or abandon certain business expansion initiatives.

The  Company  presently  has  1,638,750  of Warrants outstanding with an
exercise  price  of  $6.00.    The Warrants can be exercised at any time
subsequent  to  the  public  offering  and  can  be called anytime after
December  5,  1996  provided  the  closing price of the Company s Common
Stock  is  equal to or greater than $9.00 for ten consecutive days.  The
Company  stands  to realize a maximum of approximately $9.8 Million from
the  exercise of its Warrants.  There can be no assurance, however, that
the  closing  price  of  the  Company  s common stock will reach a level
sufficient to precipitate the exercise of the Warrants.

Management  intends  to  pursue  opportunities  for  internal growth and
d e velopment  of  its  business  and  will  utilize  cash  from  future
indebtedness and any exercise of the Warrants to fund such growth.

Item 7.   Financial Statements.

Financial Statements for the Years Ended June 30, 1997 and 1996.

Attached  hereto  and  filed  as  a  part  of  this  Form 10-KSB are the
Consolidated Financial statements of the Company.

Item 8.   Changes  In  and  Disagreements With Accountants on Accounting
          and Financial Disclosure.

T h e re  have  been  no  disagreements  between  the  Company  and  its
accountants,  Coopers & Lybrand, LLP, regarding accounting principles or
financial disclosures.
<PAGE>                         
                                PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons; 
          Compliance with Section 16(a) of the Exchange Act.

Directors and Executive Officers.

The  following  table  sets forth certain information concerning each of
the  current  executive  officers  and  directors  of  the Company.  The
Company s officers and directors are elected to serve in such capacities
until  the  earlier  to occur of the election and qualification of their
respective  successors or until their respective deaths, resignations or
r e m oval  by  the  Company  s  Board  of  Directors  or  shareholders,
respectively,  from  such positions.  Directors do not currently receive
compensation  for  their services as such.  One director received shares
of  Common  Stock  in consideration for agreeing to serve as a director.
One  director, Marlene Schaffer, resigned from the Board of Directors in
July  1996  and  another,  Robert  Rubin,  resigned  in July 1997.  (See
Certain Relationships and Related Transactions.)
<TABLE>
<CAPTION>
Name                          Age  Positions and Offices
<S>                            <C> <C>
Louis Goldstein                54  Chairman of the Board, Chief 
                                      Executive Officer and Treasurer
Joel Davis                     33  Chief Operating Officer,           
                                      Secretary and Director
Sharon S. Harder               48  Chief Financial Officer
Dr. Michael J. Morgenstern     57  Director
Steven L. Venit                37  Director
</TABLE>

Louis  Goldstein.  Mr. Goldstein, the founder of the Company, has served
as  the  Company  s  chief  executive  officer  and  director  since its
inception in 1974.

Joel  Davis.    Mr.  Davis  joined  the  Company in July 1995 as General
Counsel.   Mr. Davis was named Chief Operating Officer of the Company in
March  1996.    From  October  1989  through July 1995, Mr. Davis was an
Associate at the law firm of Hlustik, Huizenga, Williams & Vander Woude,
Ltd. in Chicago.

Sharon S. Harder.  Ms. Harder joined the Company in March, 1996 as Chief
Financial  Officer.    For  six  years prior to joining the Company, Ms.
Harder  was  the  Chief Operating Officer and Chief Financial Officer of
Child  Health  Systems,  Inc.  and  Pediatric  Homecare  of America. The
companies  offered  a  wide range of alternate site health care services
including  center-based  day  health  care,  skilled  home nursing care,
rehabilitative  therapies,  infusion therapy, home medical equipment and
case management services.

Dr.  Michael  J.  Morgenstern.  Dr. Morgenstern became a director of the
Company  in  January, 1997.  He has been a practicing orthopedic surgeon
in the City of Chicago for more than 20 years.

Steven  Venit.    Mr.  Venit  has  been a sole practitioner with the Law
Offices of Steven L. Venit, Esq. for more than ten years and is licensed
to  practice  law in the states of Illinois, Nevada and Wisconsin.  (See
Certain  Relationships  and Related Transactions.)  Mr. Venit has served
as a director since 1996.
<PAGE>
Section 16 Compliance.

During  fiscal  1997, there were no failures to timely report on Forms 3
or 4 pursuant to the provisions of Section 16(a) of the Exchange Act.

Item 10.  Executive Compensation.

The following table sets forth the cash compensation, as well as certain
other  compensation  paid  or  accrued,  by the Company to the Company s
Chief  Executive  Officer,  Chief  Operating Officer and Chief Financial
Officer  for  the  fiscal  years ended June 30, 1996 and 1997.  No other
individuals  had  total  annual  compensation  exceeding $100,000 during
these fiscal years.
<TABLE>
<CAPTION>
                           Annual Compensation    Long Term Compensation
Name and Position  Year  Salary   Bonus   Other        Stock Options
<S>               <C>  <C>       <C>     <C>             <C>
Louis Goldstein
 Chairman, CEO, 
   Director       1997 $206,250  $22,000 $86,852(1)      200,000(4)
                  1996  192,611       -        -(2)            -
Joel Davis
 Chief Operating 
   Officer, Dtr.  1997 $100,000  $10,000       -(2)             -
                  1996        -        -       -(3)             -
Sharon S. Harder
   Chief Financial 
   Officer        1997 $123,333  $13,000       -(2)             -
                  1996        -        -       -(3)             -
Marlene Schaffer
   President
     (former)     1996 $104,654        -       -(2)             -
<FN>
(1)  Pursuant to an action of the Compensation Committee of the Board of
Directors,  Mr.  Goldstein  received  certain  compensation  related  to
personal  expenses  incurred  in  connection  with his continuous travel
schedule.   Such compensation totaled approximately $41,000 in 1997.  In
addition,  the Company paid expenses associated with a leased automobile
for  Mr.  Goldstein  s business and personal use.  Auto expenses totaled
approximately  $20,000  during  fiscal  1997.   The Company also assumed
financial  responsibility,  on Mr. Goldstein s behalf, for certain legal
services in the amount of $25,000.

(2)  With  respect  to  each  named  officer,  the  aggregate  amount of
perquisites was less than either $50,000 or 10% of the salary reported.

(3)  Total  compensation  paid  during  the  fiscal  year  was less than
$100,000.

(4)  Pursuant to an action of the Compensation Committee of the Board of
Directors,  Mr. Goldstein received options to purchase 200,000 shares of
the  Company  s  common  stock.  The options are priced at $4.65 and are
fully vested; however, the market price of the underlying securities was
less than the exercise price as of September 29, 1997.
</TABLE>
<PAGE>
Employment Agreement.

In  August  1995,  the Company entered into an employment agreement with
Louis  Goldstein.    Pursuant to the agreement, Mr. Goldstein received a
base  annual  salary  of  $175,000 in the first year and $200,000 in the
second  year  of  the  agreement, subject to increase in each successive
year  of  the  contract  term  at  the  discretion  of  the Compensation
Committee of the Board of Directors.  In addition, the contract provides
that  Mr.  Goldstein  is  entitled to receive a benefit allowance in the
amount  of  10%  of Mr. Goldstein s base salary per year.  The agreement
was  modified  in  May  1997  by action of the Compensation Committee to
provide for reimbursement of personal expenses incurred by Mr. Goldstein
in  connection  with his travel schedule.  The agreement is for a period
of  five  years  and  is automatically renewable for additional one year
terms  unless  prior  notice is given not less than 90 days prior to the
end  of  the  initial  term  or any succeeding year.  The agreement also
subjects Mr. Goldstein to non-competition provisions.

Stock Option Plan.  

The  Company  adopted  a Stock Option Plan in August, 1995.  The plan is
administered   by  the  Board  of  Directors  through  its  Compensation
Committee.  In  January  1997  the  Company  s  shareholders approved an
amendment to the plan to increase, by 1,500,000, the aggregate number of
shares  of  Common  Stock  available  for  which options may be granted.
Pursuant  to  the  plan,  options  to  acquire an aggregate of 1,764,375
shares  of  Common  Stock  may  be  granted,  220,000 of which have been
granted  to date, at exercise prices ranging from $4.65(200,000 options)
to  $5.88  (20,000 options).  The plan provides for grants to employees,
consultants and directors of the Company.  

The 1995 Stock Option Plan authorizes the Board to issue incentive stock
options  (ISOs) as defined in Section 422 A of the Internal Revenue Code
of  1986,  as  amended  (the Code), as well as stock options that do not
conform to the requirements of the Code section (Non-ISOs).  Consultants
and directors who are not also employees of the Company could be granted
only Non-ISOs.  The exercise price of each ISO may not be less than 100%
of  the  fair  market  value  of  the Common Stock at the time of grant,
except  that  in the case of a grant to an employee who owns 10% or more
of the outstanding stock of the Company or a subsidiary or parent of the
company  (a  10%  Stockholder),  the exercise price may not be less than
110%  of  the  fair market value on the date of the grant.  The exercise
price  of  each Non-ISO shall be determined by the Board of Directors in
its  discretion and may be less than the fair market value of the Common
Stock (but not less than 85%) on the date of grant.  Notwithstanding the
foregoing,  the  exercise  price  of  any option granted on or after the
effective  date  of  the registration of any class of equity security of
the  Company  pursuant  to  Section 12 of the Securities Exchange Act of
1934, and prior to six months after the termination of such registration
may  be no less than 100% of the fair market value per share on the date
of  the  grant.    ISOs may not be exercised after the tenth anniversary
(fifth  anniversary  in  the  case  of  any  option  granted  to  a  10%
Stockholder)  of  their  grant.  Non-ISOs may not be exercised after the
tenth  anniversary of the date of grant.  Options may not be transferred
during  the  lifetime  of  an  option holder.  No stock options could be
granted under the plan after August 15, 2005.
<PAGE>
Subject  to  the  provisions of the Plan, the Board has the authority to
determine  the  individuals to whom the stock options are to be granted,
the  number  of shares to be covered by each option, the exercise price,
the  type of option, the option period, the restrictions, if any, on the
exercise  of  the  option, the terms for the payment of the option price
and  other  terms  and  conditions.    Payments  by  option holders upon
exercise  of  an option may be made (as determined by the Board) in cash
or  such  other  form  of  payment  as  may be permitted under the plan,
including  without limitation, by promissory note or by shares of Common
Stock.

Indemnification of Officers and Directors.

The  Articles  of  Incorporation  and  Bylaws of the Company provide for
indemnification  of  each  director  and  officer  or former director or
officer  or any person who may have served at the request of the Company
as  a  director  or  officer of another corporation in which the Company
owns  shares  of  capital  stock  or  is  a  creditor.  The Company will
indemnify  against  reasonable costs and expenses incurred in connection
with  any  action,  suit  or  proceeding to which any of the individuals
described  herein  were made a party by reason of his/her or their being
or having been such a director or officer, unless such director has been
adjudicated  to  have been liable for negligence or misconduct in his or
her  corporate  duties.    As of the date of this filing, the Company is
unaware  of  any  existing, threatened or pending litigation involving a
former  or current director that will require the indemnification of the
Company.

N o t withstanding  the  foregoing  indemnification  provisions  of  the
Company  s  Articles  of  Incorporation and Bylaws, the Company has been
informed  that,  in  the  opinion of the Commission, indemnification for
liabilities  arising  under  the Securities Act is against public policy
and is, therefore, unenforceable.
                                             
Item 11.  S e c u r ity  Ownership  of  Certain  Beneficial  Owners  and
          Management.

The  following  tables set forth, as of the date of this filing, certain
information  with respect to stock ownership of (i) all persons known by
the  Company  to  be  beneficial owners of 5% or more of its outstanding
shares  of Common Stock, Warrants and/or options; (ii) all directors and
officers  individually  and  as  a group, together with their respective
percentage ownership of such shares.
<TABLE>
<CAPTION>
Name                             Shares Owned         Percentage Owned
<S>                                     <C>                   <C>
Robertson Stephens & Co., Inc.(1)       770,035               20.3%(3)
Herbard, Ltd. (2)                       217,000                5.7%(3)
<FN>
(1)  The  address  for  Robertson Stephens & Co., Inc. is 555 California
Street, Suite 2600, San Francisco, CA 94104.
(2)  The  address  for  Herbard, Ltd. Is P.O. Box 438, Road Town Tortola
British Virgin Islands, Tortola, D9.
(3)  Based  on  fully diluted, weighted average number of shares at June
30,  1997.    Includes  Common  Stock and Warrants.  This information is
taken  from  various filings and, to the best of management s knowledge,
is correct as of September 25, 1997.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name                                 Shares     Options  Percentage Owned
<S>                                  <C>        <C>             <C>
Louis Goldstein (1)                  962,500    200,000         31.9%(2)
Joel Davis (1)                             -     10,000           .2%(2)
Sharon Harder (1)                          -          -            -
Dr. Michael Morgenstern (1)                -          -            - 
Steven Venit (1)                           -          -            -
Officers and Directors as a Group    962,500    210,000         32.1%(2)
<FN>
(1)  The  address  for  the  named individual is 223 West Jackson Blvd.,
Chicago, IL 60606.
(2)  Based  on  fully diluted, weighted average number of shares at June
30,  1997.   Mr. Goldstein s percentage of common shares actually issued
and outstanding at June 30, 1997 is approximately 51%.
</TABLE>

Item 12.  Certain Relationships and Related Transactions.

In  connection with the formation of the Company, on August 7, 1995, the
Company  issued  to  Louis  Goldstein  962,500 shares of Common Stock in
exchange  for  2,750  shares  of  common stock of Help at Home, Inc., an
Illinois  corporation  (Help  at  Home,  IL).  Mr. Goldstein was awarded
200,000  options  to  purchase  shares  of the Company s common stock in
April 1997.  The options are exercisable at a price of $4.65 per share.

In  1992,  1993 and 1994 Help Illinois loaned to Mr. Goldstein $135,470,
$101,135  and  $92,721,  respectively.   The loans bear interest at nine
percent  per  year  and  are  due on July 31, 1998.  The balance of such
loans  at  June 30, 1997 was approximately $122,000.  The balance of the
shareholder loan decreased by approximately $6,000 during the year.

During  1997,  the  Company  paid  an aggregate of approximately $27,000
(including  accrued fees from a prior year) to Steven Venit, a director,
for certain routine legal services.

The  Company, acting as a subcontractor, billed $112,000 and $183,000 in
service  fees  for  1997  and  1996,  respectively,  to a not-for-profit
organization in which Mr. Goldstein is an officer.  

The Company has adopted a policy that all future transactions, including
loans  between  the  Company  and  its  officers,  directors,  principal
stockholders  and their affiliates must be approved by a majority of the
Board  of  Directors,  including  a  majority  of  the  independent  and
disinterested  outside  directors on the Board of Directors, and will be
on  terms  no  less favorable to the Company than could be obtained from
unaffiliated third parties.
<PAGE>
Item 13.  Exhibits and Reports on Form 8-K.

(a)   Except as otherwise noted, the Exhibit listed below has previously
been filed as an exhibit to   the  Company  s  Registration Statement on
Form  SB-2  Registration No.33-97034 (the Registration Statement) and/or
the  Post  Effective  Amendment  No.  1  thereto (the Amendment), and is
incorporated herein by reference.

3.1  Articles  of  Incorporation  of  Help at Home of Evanston, Inc., an
     Illinois  corporation,  dated  February  27,1975 as amended on June
     17,1982 changing its name to Help at Home, Inc.
3.2  Certificate  of  Incorporation  of  Help  at Home, Inc., a Delaware
     corporation, dated August 7, 1995.
3.3  Certificate  of Incorporation of Lakeside Home Health Agency, Inc.,
     a Missouri corporation, dated April 20, 1993.
3.4  Certificate  of  Incorporation  of  Rosewood  Home Health, Inc., an
     Illinois corporation, dated March 4, 1994.
3.5  Certificate  of  Incorporation  of  HASC Staffing Services, Inc., a
     Mississippi corporation, dated March 23,1986.
3.6  Certificate  of Incorporation of Homemakers of Montgomery, Inc., an
     Alabama corporation, dated March 27, 1985.
3.7  Certificate  of  Incorporation  of  Statewide  Healthcare Services,
     Inc.,a Mississippi corporation, dated January 10, 1974.
3.8  Help at Home, Inc. Bylaws.
4.1  Specimen Common Stock Certificate.
4.2  Specimen Redeemable Common Stock Purchase Warrant.
4.3  Form of Warrant Agreement.
4.4  Form of Underwriter s Warrant.
10.1 Employment Agreement with Louis Goldstein.
10.2 Form of contract with the Illinois Department on Aging.
10.3 1995 Stock Option Plan.
11.1 Computation of Earnings Per Share.*
21.1 Subsidiaries.
27.1 Financial Data Schedule.
*    Filed as an Exhibit hereto.

(b)  Reports filed on or in conjunction with Form 8-K. 

There were no reports filed on Form 8-K during fiscal 1997.
<PAGE>
                              SIGNATURES




Pursuant  to  the  requirements of Section 13 or 15(d) of the Securities
Exchange  Act  of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

Dated September 30, 1996           HELP AT HOME, INC.


                              By:_______________________________
                                 /s/ Louis Goldstein
                                 Chairman and Chief Executive Officer

                              By:_______________________________
                                 /s/ Sharon S. Harder                 
                                 Chief Financial Officer

                              By:_______________________________
                                 /s/ Joel Davis                       
                                 Chief Operating Officer

                              By:_______________________________ 
                                 /s/ Steven L. Venit
                                 Director

                              By:_______________________________    
                                 /s/ Dr. Michael J. Morgenstern
                                 Director
<PAGE>
<TABLE>
                    HELP AT HOME, INC. AND SUBSIDIARIES

                     INDEPENDENT ACCOUNTANTS  REPORT

                            TABLE OF CONTENTS




<S>                                                               <C>
Report of Independent Accountants . . . . . . . . . . . . . . . . 26

Consolidated Financial Statements 

     Consolidated Balance Sheets. . . . . . . . . . . . . . . . . 27

     Consolidated Statements of Operations. . . . . . . . . . . . 28
     
     Consolidated Statements of Stockholders  Equity. . . . . . . 29
     
     Consolidated Statements of Cash Flows. . . . . . . . . . . . 30

Notes to Consolidated Financial Statements. . . . . . . . . . . . 31
</TABLE>
<PAGE>

                    REPORT OF INDEPENDENT ACCOUNTANTS





Board of Directors
Help At Home, Inc.
Chicago,  Illinois



We  have  audited  the consolidated balance sheets of Help at Home, Inc.
and  its  subsidiaries (collectively, the  Company ) as of June 30, 1997
and 1996, and the related consolidated statements of operations, changes
in  stockholders  equity and cash flows for the years then ended.  These
c o nsolidated  financial  statements  are  the  responsibility  of  the
Company  s  management.   Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In  our opinion, the consolidated financial statements referred to above
present  fairly,  in  all  material respects, the consolidated financial
position  of Help at Home, Inc. and its subsidiaries as of June 30, 1997
and  1996,  and  their consolidated results of operations and their cash
flows  for  the  years then ended, in conformity with generally accepted
accounting principles.




                                                  Coopers & Lybrand, LLP




Chicago,  Illinois
September 29, 1997
<PAGE>
<TABLE>
                   HELP AT HOME, INC. AND SUBSIDIARIES
                       Consolidated Balance Sheets
<CAPTION>
                                          June 30,1997   June 30,1996
                                 Assets
<S>                                          <C>           <C>
Current Assets:
  Cash and cash equivalents                  $  870,634    $2,734,705
  Accounts receivable (net of allowance
   for doubtful accounts of $167,000
   and $131,000 respectively)                 5,055,469     3,002,415
  Prepaid expenses and other                    154,774       168,053
  Federal income tax receivable                 281,052
  Deferred income taxes -- current              119,000                 
                                              ----------    ----------
          Total Current Assets                6,480,929     5,905,173
 Furniture and equipment, net                   474,979       309,017
 Due from officer                               121,564       128,007
 Restricted cash                                              149,200
 Goodwill (net of amortization of
    $154,000 and $23,000 respectively)        2,401,816     2,586,857
 Other assets                                    88,275        94,025   
                                             ----------     --------- 
     Total Assets                            $9,567,563    $9,172,279
                                             ==========    ========== 
                               Liabilities

Current Liabilities:
  Accounts payable                           $  685,466   $  279,654
  Accrued expenses                            1,142,735      659,072
  Due to third-party payors                     239,436       99,244
  Current maturities of long-term debt        1,290,485      585,417
  Current income taxes payable                  151,337      644,000
  Deferred income taxes - current               146,000      146,000  
                                             ----------     --------- 
     Total Current Liabilities                3,655,459    2,413,387
Deferred income taxes - noncurrent              242,000      383,000
Long-term debt, less current portion            162,475      389,073
                                             ----------     ---------
          Total Liabilities                   4,059,934    3,185,460

                          Stockholders  Equity

Preferred stock, par value $.01 per share;
  1,000,000 shares authorized, none outstanding
Common stock, par value $.02 per share;
  14,000,000 shares authorized, 1,869,375
  issued and outstanding                        37,388       37,388
Additional paid in capital                   3,694,406    3,694,406
Retained earnings                            1,775,835    2,255,025   
                                            ----------   ----------
          Total Stockholders  Equity         5,507,629    5,986,819
                                            ----------   ----------
Total Liabilities and Stockholders  Equity  $9,567,563   $9,172,279
                                            ==========   ========== 
</TABLE>
    The accompanying notes to these consolidated financial statements
                      are an integral part hereof.
<PAGE>
<TABLE>




                   HELP AT HOME, INC. AND SUBSIDIARIES
                  Consolidated Statements of Operations
               For the Years Ended June 30, 1997 and 1996
<CAPTION>
                                      1997           1996
          
     
<S>                                     <C>            <C>
Revenues                                $22,213,119    $11,885,712
     
Direct costs of services                 14,636,643      8,204,259
                                        -----------    -----------
Gross margin                              7,576,476      3,681,453

Selling, general and
   administrative expense                 8,024,564      2,525,442
                                        -----------    -----------
(Loss) income from operations              (448,088)     1,156,011

Interest income                              71,898        130,834
                                        -----------    -----------
(Loss) income before income taxes          (376,190)     1,286,845

Provision for income taxes                  103,000        568,000
                                        -----------    -----------
Net (loss) income                       $  (479,190)   $   718,845
                                        ===========    ===========


Earnings per common share:
     Primary                            $      (.26)   $       .48
     Fully diluted                      $      (.01)   $       .41
Weighted average number 
  of common shares:
     Unadjusted                           1,869,375      1,503,391
     Fully diluted                        3,649,375      2,243,227
</TABLE>

   The accompanying notes to these consolidated financial statements 
                      are an integral part hereof.
<PAGE>
<TABLE>
                   HELP AT HOME, INC. AND SUBSIDIARIES
       Consolidated Statements of Changes in Stockholders  Equity
               For the Years Ended June 30, 1997 and 1996
<CAPTION>
                                               1997        1996
<S>                                          <C>         <C>
Common Stock Shares:
  Balance, beginning of year                  1,869,375   1,050,000
  Stock issued                                              819,375
                                             ----------   ---------
  Balance, end of year                        1,869,375   1,869,375
                                             ==========   =========

Common Stock:
  Balance, beginning of year                 $   37,388  $   21,000
  Stock issued                                               16,388
                                             ----------  ---------- 
  Balance, end of year                       $   37,388  $   37,388
                                             ========== ===========

Additional Paid in Capital:
  Balance, beginning of year                 $3,694,406   
  Stock issued                                           $3,694,406
                                             ----------  ----------
  Balance, end of year                       $3,694,406  $3,694,406
                                             ========== ===========

Retained Earnings:
  Balance, beginning of year                 $2,255,025  $1,536,180
  Net (loss) income for year ended
     June 30                                   (479,190)    718,845
                                             ----------  ----------
  Balance, end of year                       $1,775,835  $2,255,025
                                             ========== ===========
</TABLE>
    The accompanying notes to these consolidated financial statements
                      are an integral part hereof.
<PAGE>
<TABLE>
                   HELP AT HOME, INC. AND SUBSIDIARIES
                  Consolidated Statements of Cash Flows
               For the Years Ended June 30, 1997 and 1996
<CAPTION>               
                                           1997         1996
<S>                                          <C>          <C>
Cash flows from operating activities:
  Net (loss) income                          $  (479,190) $   718,845
  Noncash changes in net (loss) income:
     Depreciation                                136,648       93,551
     Amortization                                159,060       23,434
     Loss on sale of fixed assets                  3,880
     Write-off of impaired goodwill              235,972    
     Deferred tax benefit                       (260,000)     (99,000)
  Changes in:
     Accounts receivable                      (2,016,192)     228,927
     Prepaid expenses and other                   13,280      (69,251)
     Accounts payable                            403,269       33,295
     Other current liabilities                   463,632     (138,611)
     Due to third-party payors                   140,192       99,244
     Current income taxes                       (773,715)     644,000
Net cash (used in) provided by operating 
  activities                                  (1,973,164)   1,534,434

Cash flows from investing activities:
  Acquisition of property                       (329,962)    (133,399)
  Proceeds from sale of property                               45,000
  Acquisition of subsidiaries                   (161,125)  (2,172,564)
  Decrease in due from officer                     6,443       15,113
  Other                                          154,950     (179,580)
Net cash used in investing activities           (329,694)  (2,425,430)

Cash flows from financing activities:
  Proceeds from long-term debt                 1,231,855
  Proceeds from common stock issued                         5,162,068
  Financing costs for common stock issued                  (1,451,274)
  Repayment of long-term debt                   (793,068)    (110,087)
Net cash provided by financing activities        438,787    3,600,707 

NET (DECREASE) INCREASE IN CASH               (1,864,071)   2,734,705

Cash and cash equivalents:

  Beginning of year                            2,734,705       24,994
  End of year                                $   870,634  $ 2,709,705
                                             ===========   ==========
Supplemental disclosure of cash flow information:
  Cash payments for:
     Income taxes                            $   934,068  $    81,435
     Interest                                     32,369       10,645
Supplemental disclosures of non-cash investing and financing activities:
  Execution of capital leases                             $    61,300
  Assumption of debt                                          582,000
  Transfer of leased vehicle for assumption
     of lease obligation                     $    31,008
</TABLE>
     The accompanying notes to these consolidated financial statements
                        are an integral part hereof.
<PAGE>


                             HELP AT HOME, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           JUNE 30, 1997 AND 1996


Note 1 - Organization and Business

Help  at  Home,  Inc.,  a  Delaware  corporation  ("Help (Delaware)" or the
"Company"),  was  incorporated  on  August 7, 1995.  In connection with the
formation  of  the Company, 2,100,000 shares of Common Stock were issued to
the  shareholders  of  Help  at  Home, Inc., an Illinois corporation ("Help
(Illinois)")  in  exchange for all the common stock of Help (Illinois).  In
November 1995, the Company effected a one-for-two reverse stock split.  The
accompanying  financial  statements give retroactive effect to this reverse
stock split.

The  consolidated  financial  statements  presented include the accounts of
Help  (Delaware)  and  its  wholly  owned  subsidiaries:  Help  (Illinois),
Rosewood Home Health, Inc. ("Rosewood"), Lakeside Home Health Agency, Inc.,
a  Missouri corporation ("Lakeside (Missouri)"), the Oxford group (see Note
3),  Lakeside  Home Health Agency, Inc., an Illinois corporation ( Lakeside
(Illinois)  ),  Preferred  Nursing  Care  (  Preferred  )  and HAH Aviation
( Aviation ).

The Company, through its Help (Illinois) subsidiary, provides homemaker and
general  housekeeping services to elderly and disabled persons within their
homes  in  the  mid-west region of the United States.  The vast majority of
clients  are obtained and served through 15 regional contracts with various
state  and municipal agencies.  In addition, the Company provides homemaker
and  respite  services to elderly and disabled persons in Alabama under the
terms  of  16  contracts  with  various state and regional area agencies on
aging.    These  agencies  receive  their funding from the Alabama Medicaid
Waiver block grants.

T h e  Company,  through  its  Lakeside  (Missouri),  Lakeside  (Illinois),
Rosewood,  Oxford  and  Preferred  subsidiaries,  provides in-house skilled
nursing  services.    Lakeside  (Missouri)  and  Rosewood  operate  in  the
metropolitan  St.  Louis  area;  Oxford  and Preferred operate in the south
central  United  States;  Lakeside  (Illinois)  operates in the Chicagoland
area.  Lakeside (Missouri), Lakeside (Illinois), Rosewood and Homemakers of
Montgomery,  Inc. ( Homemakers , part of the Oxford group) are certified in
their respective states to receive Medicare reimbursement.

Note 2 - Summary of Significant Accounting Policies

[1]  Principles of Consolidation

The  consolidated  financial statements include the accounts of the Company
and  all  wholly  owned  subsidiaries.    All intercompany transactions and
balances have been eliminated in consolidation.
<PAGE>
[2]  Revenue recognition

The  Company  has  agreements  with  third-party  payors  that  provide for
payments  to  the  Company at amounts different from its established rates.
Payment  arrangements  include reimbursed costs, discounted charges and per
diem payments.  Revenue is reported at the estimated net realizable amounts
from clients, third-party payors and others for services rendered.  Revenue
under  certain  third-party  payor  agreements  is  subject  to  audit  and
retroactive   adjustment.    Provisions  for  estimated  third-party  payor
settlements  are  provided in the period the related services are rendered.
Differences  between  the  estimated  amounts accrued and interim and final
settlements are reported in operations in the year of settlement.

[3]  Goodwill

Goodwill  has  been  recognized  for the excess of  the purchase price paid
over  the fair value of the net assets acquired and is being amortized on a
straight-line  basis  over  periods  of  ten  to twenty years (see Note 3).
M a nagement  calculates  expected  undiscounted  future  cash  flows  from
operations  to  evaluate  recoverability  whenever  events  or  changes  in
circumstances indicate a possible impairment.

[4]  Accounts Receivable

Accounts  receivable  are  stated  at  estimated  net realizable value. The
allowance  for  doubtful  accounts  is  based  on  management's estimate of
collectibility, which considers outstanding accounts receivable, historical
experience and current economic conditions.

[5]  Property and Equipment

Property  and  equipment are stated at cost. Depreciation is provided using
accelerated  and  straight-line  methods over the estimated useful lives of
the  assets.    Amortization  of  capitalized  lease  costs  is included in
depreciation expense.  The estimated useful lives of property and equipment
are as follows:
<TABLE>
   <S>                                              <C>
   Software                                            3 years
   Computers, autos, office and medical equipment      5 years
   Furniture and fixtures                              7 years
   Aircraft                                           10 years
   Leasehold improvements                           Lease term 
</TABLE>

[6]  Earnings per share

Earnings per common share is based on the weighted average number of common
shares  and common share equivalents outstanding during the period.  Common
stock  equivalents  consist  of  stock  options and warrants.  Earnings per
share have been stated on a fully diluted basis using the modified treasury
method.

[7]  Cash and Cash Equivalents

All  highly  liquid investments with a maturity of three months or less are
considered to be cash equivalents.
<PAGE>
[8]  Income Taxes

Deferred  taxes  are  recognized  for the temporary differences between the
bases  of  assets and liabilities for financial and tax reporting purposes.
Deferred  income  taxes  are  provided  for  certain transactions which are
reported  in  different  periods  for  financial  reporting than for income
taxes.    Such  differences  relate  primarily to the previous reporting of
income  and expenses of Help (Illinois) on the cash basis of accounting for
income  tax  purposes and on the accrual method of accounting for financial
reporting purposes.

The  Company was required to change to the accrual method for reporting its
income  for  tax  reporting  purposes  for  years  ending June 30, 1997 and
thereafter.    Such change requires that the Company include in its taxable
income,  starting  with  the  year  ended  June  30,  1997,  the cumulative
difference  between the cash and accrual methods, as of June 30, 1996, over
a  period  not to exceed four years.  This change is not expected to have a
material effect on net income or earnings per share.

[9]  Use of Estimates

The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires management to make estimates and
assumptions  that affect the reported amounts of assets and liabilities and
disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
financial  statements.    Estimates  also  affect  the  reported amounts of
revenues  and  expenses during the reporting period.  Significant estimates
include  allowances,  accruals, third-party settlements and deferred taxes.
The  actual  results  will  differ from those estimates and the differences
could be material.

[10] Reclassifications

Certain  prior  year  balances  have  been reclassified to conform with the
current year financial statement presentation.

Note 3 - Acquisitions

On  July  21,  1995,  Help  (Illinois)  purchased all the stock of Lakeside
(Missouri)  for $100,000.  Goodwill in the amount of $66,000 was recognized
based  on  an  allocation of cost to the fair value of the assets acquired.
The  goodwill  was being amortized on a straight-line basis over a ten year
period.    During  fiscal  year  1997,  management  determined there was an
impairment  of  this  goodwill  due  to the continuing decline of operating
results  and  the excess of direct costs over reimbursable limits and, as a
result,  wrote  off  remaining  net  goodwill of $40,000.  The write-off of
goodwill is included in Administrative Expenses.

On January 30, 1996, the Company purchased all of the stock of Rosewood for
$20,000.    The Company recognized goodwill in the amount of $171,000 based
on  an  allocation  of  cost to the fair value of the assets acquired.  The
goodwill is being amortized over a ten year period.
<PAGE>
On  May  31,  1996,  the  Company  purchased  all of the stock of Statewide
Healthcare  Services,  Inc.  (  Statewide  ), Homemakers, and HASC Staffing
Systems,  Inc.  ( HASC ), collectively referred to as the Oxford group, for
$2,150,000.  The  agreement  allows  for  the purchase price to be adjusted
based  on  book value of Oxford's consolidated assets on the purchase date.
The  Company  recognized  goodwill  in the amount of $2,384,000 based on an
allocation  of cost to the fair value of the assets acquired.  The goodwill
is being amortized over a twenty year period.  The following table presents
proforma  results   of operations had the Oxford group acquisition occurred
at July 1, 1995:
<TABLE>
<CAPTION>
                                      For the year ended
                                          June 30, 1996
   <S>                                       <C>
   Revenues                                  $ 16,829,784   
   Other income                                   127,262   
   Cost of sales                              (10,549,639)  
   Operating expenses                          (5,093,087)  
   Income before income taxes                   1,314,320   
   Income tax expense                            (578,990)  
                                             ------------     
   Net income                                $    735,330       
                                             ============     
</TABLE>
In  May,  1996,  the  Company  entered into an agreement to acquire certain
a s sets  of  a  home  health  care  provider.    The  purchase  price  was
approximately  $149,000,  which  was  placed  in escrow.  The agreement was
terminated  during  fiscal  1997  and the escrow funds were returned to the
Company.

On  October  1,  1996, the Company purchased all the stock of Preferred for
$175,012.   The Company recognized goodwill in the amount of $210,000 based
on  an  allocation  of  cost to the fair value of the assets acquired.  The
goodwill  was  being  amortized  on  a  straight-line basis over a ten year
period.  During  fiscal  year  1997,  management  determined  there  was an
impairment  of  this  goodwill due to a continuing decline in the operating
results  of Preferred and, as a result, wrote off remaining net goodwill of
$196,000.    The  write-off  of  goodwill  is  included  in  Administrative
Expenses.

The  results  of  operations  of  these  acquisitions,  all  of  which were
accounted  for  using the purchase method, are reported in the consolidated
results of operations from the date of acquisition.
<PAGE>
Note 4 - Concentrations of Risk

The  Company  grants credit without collateral to its clients, most of whom
are  local  residents  and  are covered under third-party payor agreements.
The  mix  of  receivables  from patients and third-party payors at June 30,
1997 and 1996, was as follows:
<TABLE>
<CAPTION>
                                            June 30
                                      1997           1996
     <S>                               <C>            <C>
     IDOA                              32%            41%
     Alabama Medicaid waiver           10                   
     Medicare                          19             13    
     Medicaid                          13              3
     Other third-party payors          17             31    
     Clients                            9             12    
                                   -------        -------
                                      100%           100%   
                                   =======        =======
</TABLE>
Medicare  and  Medicaid  programs  are  highly  regulated  and  subject  to
budgetary,  statutory  and  other  constraints.    In recent years, several
proposals  have been introduced in Congress which could limit the growth of
federal  spending under Medicare and Medicaid programs; however no specific
proposals  are  pending  that  would,  in  management's opinion, materially
change Medicare or Medicaid reimbursement to the Company in the foreseeable
future.

Note 5 - Property and Equipment

Property and equipment consists of the following:
<TABLE>
<CAPTION>
                                                June 30
                                          1997           1996
<S>                                    <C>             <C>
Furniture and fixtures                 $ 272,892       $  87,508
Office, computer and medical equipment   414,710         315,944
Autos                                     30,593          73,088
Aircraft                                 216,478           
                                       ---------       ---------
                                         934,673         476,540
Less accumulated depreciation           (459,694)       (167,523)
                                       ---------       ---------
                                       $ 474,979       $ 309,017  
                                       =========       =========
</TABLE>
The  total  amount  of equipment recorded under capitalized leases included
above  was  $102,600  and  $61,300 at June 30, 1997 and 1996, respectively.
Accumulated  amortization on capital leases was $70,800 and $37,700 at June
30, 1997 and 1996, respectively.
<PAGE>

Note 6 - Accrued Expenses

Accrued expenses consist of the following
<TABLE>
<CAPTION>
                                                June 30
                                            1997          1996
<S>                                     <C>            <C>
Accrued wages                           $  541,998     $ 339,664
Accrued workers  compensation premium      225,058        40,237
Payroll taxes accrued and withheld         231,658       108,198
Other                                      144,021       170,973
                                        -----------    ---------
                                        $1,142,735     $ 659,072

</TABLE>                                        ==========     =========
Note 7 - Income Taxes

The provision for federal and state income taxes consists of the following:
<TABLE>
<CAPTION>
                                           Year ended June 30
                                            1997         1996
<S>                                       <C>           <C>
Current:            
     Federal                              $320,000      $563,000
     State                                  43,000       104,000
Deferred:                                         
     Federal                              (221,000)      (94,000)
     State                                 (39,000)        5,000)
                                          --------       -------
                                          $103,000      $568,000  
                                          ========      ========
</TABLE>
A reconciliation of income tax expense with federal income taxes at the
statutory rate follows:
<TABLE>
<CAPTION>
                                                 Year ended June 30
                                                   1997         1996
<S>                                              <C>            <C>
Federal income taxes at the statutory rate       (34.0%)        34.0%
Increase (Decrease) in taxes resulting from:      
     State income tax, net of federal benefit     (5.5)          6.1 
     Nondeductible items                           3.4           1.6
     Amortization of nondeductible goodwill       42.8
     Other                                        25.9           2.4  
                                                  ----          ---- 
Income tax expense provided                       32.6%         44.1% 
                                                  ====          ====
</TABLE>
<PAGE>
The income tax effects of temporary differences that give rise to the net
deferred tax liability are as follows:
<TABLE>
<CAPTION>
                                                1997        1996
<S>                                          <C>            <C>
Current deferred tax liabilities (assets):
     Cash to accrual basis adjustment         $146,000      $146,000
     Other liabilities (assets)                119,000      
                                              --------      --------
                                               (27,000)      146,000
Noncurrent deferred tax liabilities (assets):
     Cash to accrual basis adjustment          292,000       438,000
     Jobs tax credit carryforward              (55,000)      (55,000)
     Depreciation                                5,000      
                                             ---------      --------
     Noncurrent deferred tax liabilities       242,000       383,000
                                             ---------      --------  
     Net deferred tax liability               $269,000      $529,000
                                              ========      ========
</TABLE>

The  Company has job tax credits of approximately $55,000 at June 30, 1997.
These  job  credits expire in 2008.  It is management s judgment that there
will  more  likely  than  not be sufficient future taxable income to absorb
these  credits,  therefore, no valuation allowance has been estimated as of
June 30, 1997.
<PAGE>
Note 8 - Long Term Debt

The following schedule details long-term debt outstanding as of June 30:
<TABLE>
<CAPTION>
                                                 1997         1996
     <S>                                    <C>           <C>
     A revolving loan due August 5, 1997,
     in the aggregate principal amount
     of $1,000,000.  Interest is payable
     monthly at the prime rate.  Loan        $  900,000    $      
     is unsecured. (See Note 16).
     
     A note due January 2, 1998, used
     to finance the purchase of the
     Oxford group (see Note 3). 
     Interest is payable quarterly at
     the prime rate plus 1%.                    325,000       325,000

     An installment note due February 13,
     2002, used to finance the purchase
     of an airplane.  Interest is payable
     monthly at the prime rate.  Note is        182,000           
     secured by the airplane.

     Notes secured by Company automobiles
     and various capital leases for office
     and computer equipment (see Note 5).
     The notes are payable in equal monthly
     installments and bear interest at 
     various rates between 9% and 18%.           45,960       100,667

     Revolving credit note payable secured
     by accounts receivable of two of the
     Company s subsidiaries.  Interest
     incurred at 10%.                                         320,000

     Note payable due May 1997 collateralized
     by the cash balances and commercial 
     paper of two of the Company s sub-
     sidiaries.  Interest incurred at 8.5%.                   228,823
                                               --------     ---------   
          Total long-term debt               $1,452,960    $  974,490

          Less current portion                1,290,485       585,417  
                                             ----------     --------- 
          Noncurrent  portion of long-  
               term debt                     $  162,475    $  389,073
                                             ==========     =========   
</TABLE>
<PAGE>
The repayment schedule for long term debt as of June 30, 1997 is as
follows:
<TABLE>
<CAPTION>
                                                          Amount due
                                             <S>          <C>
                                             1998         $1,290,485
                                             1999             55,681
                                             2000             41,794
                                             2001             39,000
                                             2002             26,000  
</TABLE>
Interest expense included in the results of operations for the years ended
June 30, 1997 and 1996, respectively was $78,022 and $10,645.

The Company, as of June 30, 1997, was in technical default relative to one
of two financial ratios enumerated in the loan agreement for its secured
bank debt of $900,000.  The loan agreement required that the Company s
current ratio be maintained at a level of at least 2:1.  As of June 30,
1997 the current ratio was 1.8:1.  The Company has received a waiver of
this default (see Note 16).

Note 9 - Commitments and Contingencies

[1]  Leases

The  Company has operating lease commitments for office space and equipment
which  have  various expirations through 2002 (See Note 8 for capital lease
information).  Operating leases for office space include escalation clauses
for  increases in real estate taxes and certain operating expenses.  Future
minimum  lease  payments  under operating leases as of June 30, 1997 are as
follows:
<TABLE>
<CAPTION>
     Year Ending June 30,
          <S>                                <C>
          1998                               $  464,731
          1999                                  351,703
          2000                                  252,698
          2001                                  132,790
          2002                                    6,640 
                                             ----------
                                             $1,208,562
                                             ==========
</TABLE>
Rental expense under operating leases was $585,000 and $175,000 for the
years ended June 30, 1997 and 1996, respectively.

[2]  Litigation

The  Company has been named in several legal proceedings in connection with
matters  that arose during the normal course of its business and related to
certain  acquisitions.      While  the ultimate result of the litigation or
claims  cannot  be  determined,  it  is  management's  opinion,  based upon
information  it  presently  possesses,  that it has adequately provided for
losses  that  may  be incurred related to these claims.  It is management s
opinion  that  losses,  if  any,  in  excess of amounts provided for in the
financial statements will not have a material effect on the Company.
<PAGE>
     
Note 10 - Major Customer

Fees  billed  to  one  major  customer,  the  Illinois  Department on Aging
(  IDOA  ),  accounted  for $11,532,000 (52%) and $8,674,000 (73%)of  total
revenues  for  the  years  ended  June  30, 1997 and 1996, respectively The
amounts  due under such contracts totaled $1,667,000 and $1,281,000 at June
30, 1997 and 1996, respectively.

The  Company  is subject to the IDOA s requirement whereby 73% of the total
service  fees  received  from  the  department  must  be expended on direct
service  worker  costs,  as  defined.   As a participant with the IDOA, the
Company  is  subject to an audit of its systems and procedures to determine
whether  the Company is in compliance with the rules and regulations of the
contract.    As  of  June  30,  1997, management believes the Company is in
compliance with the contract.  Should the Company be unable to maintain its
compliance  in this regard, the contractual arrangement could be subject to
immediate termination.

Note 11 - Related Party Transactions

Approximately  54%  of  the  Company s stock is held by Company officers or
directors.

The  Company  has  a  loan  outstanding  to its majority shareholder in the
amount  of $121,564 and $128,007, including accrued interest thereon, as of
June  30,  1997  and  1996 respectively.  The loan bears interest at 9% per
year.  The principal plus accrued interest is due on July 31, 1998.

The  Company  entered  into an employment agreement with the Chairman/Chief
Executive  Officer,  a  major  stockholder,  effective  in  December, 1995.
Pursuant  to the agreement, the stockholder s base salary for years one and
two  of  the  contract  are  set and subsequent years  increases are at the
discretion  of  the  Compensation  Committee of the Board of Directors.  In
addition,  the stockholder is entitled to receive a benefit allowance equal
to  10%  of the stockholder s base salary per year.  The agreement is for a
period of five years and is automatically renewable for additional one year
terms  unless  prior notice is given not less than 90 days prior to the end
of  the  initial  term or any succeeding year.  The agreement also subjects
the  stockholder  to  non-competition  provisions.    In  May,  1997,  this
employment  agreement  was modified to include the reimbursement of certain
personal  expenses incurred by the Chairman due to his continuous travel on
the Company s behalf.  Total compensation under this contract for the years
ended June 30, 1997 and 1996 totaled $294,773 and $192,611 respectively.

In April, 1997, the Chairman was granted 200,000 incentive stock options at
an option price of $4.95. (See Note 12).

The  Company,  acting  as  a subcontractor, billed $112,000 and $183,000 in
service fees for the years ended June 30, 1997 and 1996, respectively, to a
not-for-profit  organization  in  which  the  majority  stockholder  is  an
officer.   The amounts due from this organization were $34,000 and $119,000
at  June  30,  1997  and  1996, respectively.  The organization is provided
certain space in the Company's leased facilities without charge. 

A  director  of  Help  (Illinois)  received  payments  totaling $73,000 and
$20,400  for  the years ended June 30, 1997 and 1996, respectively, for the
provision of consulting services related to Medicare cost reimbursement and
due diligence for potential acquisitions to the Company.
<PAGE>
A  director  of  the Company received payments totaling $27,700 and $19,300
for the years ended June 30, 1997 and 1996, respectively, for the provision
of legal services to the Company. 

Note 12 - Stock Options

In  October  1995, the Financial Accounting Standards Board ( FASB ) issued
Statement  on Financial Accounting Standards No. 123,  Accounting for Stock
Based  Compensation.      SFAS No. 123 was effective for the Company s 1996
fiscal  year.  SFAS No. 123 introduced a preferable fair value based method
of  accounting  for stock-based compensation.  SFAS No. 123 encourages, but
does  not require, companies to recognize compensation for grants of stock,
stock  options,  and other equity instruments to employees based on the new
fair  value accounting rules.  The Company intends to continue applying the
existing  accounting rules contained in Accounting Principles Board Opinion
No. 25,  Accounting for Stock Issued to Employees,  and disclose net income
and  earnings  per  share on a pro forma basis, based on the new fair value
methodology.

In  August  1995,  the  Company  adopted  the  1995  Stock Option Plan (the
Plan  ).   Under the Plan, incentive stock options and nonqualified stock
options  may  be granted, at the discretion of the Board, to purchase up to
264,375  shares  of  the  Company  common  stock through the year 2005.  In
January, 1997, the shareholders approved an increase of 1,500,000 shares to
the number of options available for which options may be granted.

Incentive stock options are to be granted at a price not less than the fair
market  value  of the Company's Common Stock at the date of the grant.  The
exercise  price  may  not be less than 110% of the fair market value of the
Company's Common Stock at the date of the grant if the shareholder owns 10%
or  more  of  the  Company's  outstanding stock.  Options may be granted to
employees,  consultants, and directors of the Company and must be exercised
within  ten  years of the date of the grant.  Incentive options for a total
of  200,000  shares were granted to the Chairman, the majority shareholder,
at  a  price  of  $4.95  per share in April, 1997.  Incentive options for a
total  of  20,000 shares were granted at a price of $6.875 per share to two
employees in April, 1996.  No compensation expense has been recognized, nor
would any compensation expense be recognized under the requirements of SFAS
No.  123,  as  the exercise prices of all outstanding options do not exceed
the fair market value of the stock.

Nonqualified stock options are exercised at a price to be determined by the
Board  of  Directors  for  a  period of ten years after the grant date.  No
nonqualified options have been granted under the Plan.
<PAGE>
Note 13 - Stock Warrants Outstanding

The Company has 1,638,750 issued and outstanding stock purchase warrants as
of  June  30, 1997.  Each warrant entitles the holder to purchase one share
of  Common  Stock at an exercise price of $6.00 per share at any time until
December  4,  2000.    The  exercise  price  of  the warrants is subject to
adjustment  in  certain  events  pursuant  to  the anti-dilution provisions
thereof.    The warrants are redeemable, in whole or in part, at a price of
$.10  per  warrant  commencing  December  5, 1996, or sooner, with the sole
consent  of  the  lead  underwriter, provided that (a) the Company gives 30
days  prior  written  notice to the registered holders of the warrants, and
(b)  the closing high bid price or sale price per share of the Common Stock
(if  the  Common  Stock  is  then traded on NASDAQ or a national securities
exchange)  for a period of 10 consecutive trading days, ending on the third
business  day prior to the date of any redemption notice, equals or exceeds
at  least  $9.00.  The warrants shall be exercisable until the close of the
business day preceding the date fixed for redemption.

The Company has also issued to the underwriters, for nominal consideration,
the  Underwriters' Warrant to purchase from the Company up to 71,250 Units.
The  Underwriters' Warrant is exercisable at a price of $10.08 per Unit for
a  period  of  four  years  commencing  December 5, 1996.  These Units will
consist  of  one  share  of  Common  Stock  and two redeemable common stock
purchase  warrants.  Each warrant entitles the holder to purchase one share
of  Common  Stock  under  terms  identical to the warrants described in the
preceding paragraph.

Note 14 - Reportable Segments

In  June 1997, the FASB issued Statements on Financial Accounting Standards
No.  131,    Disclosures  about  Segments  of  an  Enterprise  and  Related
Information.     SFAS No. 131 is effective for fiscal years beginning after
December  15,  1997.    Management  has  elected the early adoption of this
pronouncement.  

SFAS  No.  131  requires that public enterprises report certain information
about  reporting  segments  in  financial statements.  It also requires the
disclosure  of  certain information regarding services provided, geographic
areas of operation and major customers.

Management  has elected to identify the Company s reportable segments based
on geographic areas (states):  Alabama, Illinois, Missouri and Mississippi.
Revenues  in  all  four  segments  are  derived  from the provision of both
skilled nursing services and unskilled homemaker/respite services.    
<PAGE>
Information related to the Company s reportable segments is as follows (in
thousands):
<TABLE>
<CAPTION>
               Alabama   Illinois  Missouri  Mississippi       Total
<S>             <C>       <C>      <C>         <C>           <C>
Revenues        $5,305    $14,133  $   425     $ 2,350       $22,213

  Direct costs  3,381       9,445      251         1,559      14,636

  Gross margin  1,924       4,688      174         791         7,577

  Operating 
     expenses   2,542       2,658      261         735         6,196
               ------    --------  -------     -------       -------
  Operating
     inc(loss) $ (618)    $ 2,030  $   (87)    $    56       $ 1,381
               ======     =======  =======     =======       =======
  Total assets $2,928     $ 3,772  $   298     $ 1,628       $ 8,626
               ======     =======  =======     =======       =======
</TABLE>
A reconciliation of the segments  operating income to the consolidated net
loss is as follows (in thousands):
<TABLE>
     <S>                                        <C>
     Segments  operating income                 $1,381
     Less:
          Income tax expense                       103
          Corporate overhead expense             1,757
                                                ------
     Consolidated net loss                      $ (479)
                                                ======
</TABLE> 
A reconciliation of the segments  net assets to consolidated net assets is
as follows (in thousands):
<TABLE>
     <S>                                        <C>
     Segments  total assets                     $8,626
     
     Plus:
          Corporate/support entities  
             total assets                          942
                                                ------
     Consolidated total assets                  $9,568
                                                ======
</TABLE>
<PAGE>
Note 15 - Recently Issued Accounting Standard

In  February,  1997,  the  Financial  Accounting  Standards  Board released
Statement  of  Financial  Accounting Standards No. 128,  Earnings per Share
(  SFAS  128").  SFAS 128 changes the computational guidelines for earnings
per  share  information  and  is  effective  for  both  interim  and annual
reporting  periods  ending after December 15, 1997.  Earlier application is
not  permitted.    SFAS  128  will  eliminate  the  presentation of primary
earnings  per  share  and  replace it with basic earnings per share.  Basic
earnings  per  share differs from primary earnings per share because common
stock equivalents are not considered in computing basic earnings per share.
Fully diluted earnings per share will be replaced with diluted earnings per
share.  Diluted earnings per share is similar to fully diluted earnings per
share,  except in determining the number of dilutive shares outstanding for
options  and  warrants,  the  proceeds  that  would  be  received  upon the
conversion  of  all dilutive options and warrants are assumed to be used to
repurchase  the Company s common shares at the average market price of such
stock  during the period.  For fully diluted earnings per share, the higher
of the average market price or ending market price is used.  

Note 16 - Subsequent Events

In  August  1997,  the due date of the revolving loan originally payable on
August 5, 1997 was extended for 60 days. The lender, in connection with the
extension  of  the  loan s due date, took a security interest in the assets
and  capital  stock  of  Help (Illinois). On September 29, 1997 the Company
received a commitment from the lender to further extend the due date of the
loan to September 30, 1998.  The loan covenant regarding maintenance of the
Company  s  current  ratio  was  also amended to require a current ratio of
1.75:1.

In August 1997, Lakeside (Illinois) was certified as a Medicare provider.
<PAGE>     
<TABLE>

                           HELP AT HOME, INC.
                    Computation of Earnings Per Share


                              Schedule 11.1

<CAPTION>
                                        1997                1996
                                        ----                ----
<S>                                 <C>                  <C>
Net (loss) income [A]               $ (479,190)          $  718,845
Interest adjustment                    454,241              211,532    
                                      --------             --------
Adjusted net (loss) income [B]         (24,949)             930,377
                                      ========             ========
Weighted average number of shares
   of Common Stock outstanding[C]    1,869,375            1,503,391
Weighted average number of Common
   Stock Equivalents outstanding (1) 1,780,000              739,836    
                                     ---------            ---------
Weighted average number of shares 
   for fully diluted computation [D] 3,649,375            2,243,277
                                     =========            =========
Net (loss) income per share:
   Primary (unadjusted) [A/C]       $     (.26)         $       .48 
   Fully diluted [B/D]              $     (.01)         $       .41
----------------------
<FN>
(1)   Unexercised Warrants and/or options issued in connection with the
Company s initial public offering and awards of compensatory stock
options as of June 30, 1997 and 1996, on a weighted average basis. 
Total Warrants issued in connection with the Company s initial public
offering are 1,710,000, including 71,250 Underwriters  Warrants.
</TABLE>
<PAGE>