UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                               FORM 10-QSB

         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended December 31, 1997
                      Commission File No. 033-97034


                           HELP AT HOME, INC.

DELAWARE                                           36-4033986
(State or other jurisdiction of                 (IRS Employer
incorporation or organization)          Identification Number)

223 W. Jackson Blvd., Suite 500
Chicago, IL                                              60606
(Address of principal executive offices)             (Zip Code)

                              (312)663-4244
            (Issuer's telephone number, including area code)

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

State  the  number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

  Common Stock, par value $.02 per share, 1,869,375 shares outstanding
                        as of February 16, 1997.

Transitional Small Business Disclosure Format: Yes      No   X
<PAGE>
                           Help at Home, Inc.

                                  Index

PART I.   FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

          Consolidated Balance Sheets at 
          June 30, 1997 and December 31, 1997                    1

          Consolidated Statements of Income
          for the three month periods ended
          December 31, 1996 and 1997                             2

          Consolidated Statements of Income
          for the six month periods ended
          December 31, 1996 and 1997                              3

          Consolidated Statements of Cash Flows
          for the six month periods ended
          December 31, 1996 and 1997                             4

          Notes to the Consolidated Financial Statements         5

ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS          7

PART II:  OTHER INFORMATION                                     15 

ITEM 1    LEGAL PROCEEDINGS                                     15

ITEM 2    CHANGES IN THE RIGHTS OF THE COMPANY'S
          SECURITY HOLDERS                                      16 

ITEM 3    DEFAULTS UPON SENIOR SECURITIES                       16

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF                    16
          SECURITY HOLDERS

ITEM 5    OTHER INFORMATION                                     16

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                      16

          SIGNATURES                                            17
<PAGE>
                           HELP AT HOME, INC.
                       Consolidated Balance Sheets
<TABLE>
                                             December 31        June 30
                                                  1997           1997
                                              (Unaudited)      (Audited)
                                 Assets
<S>                                         <C>             <C>
Current Assets:
     Cash and cash equivalents               $    176,561   $    870,634
     Accounts receivable (net of
        allowance for doubtful accounts of
        $364,000 and $167,000, respectively     6,132,845      5,055,469
     Prepaid expenses and other                   119,037        154,774
     Federal income tax receivable                279,259        119,000
     Deferred income taxes - current              175,930        281,052
                                             ------------   ------------
          Total current assets                  6,783,632      6,480,929
     Furniture and equipment, net                 439,127        474,979
Other Assets:
     Due from officer                             127,806        121,564
     Goodwill (net of amortization of
        $222,000 and $154,000, respectively)    2,333,663      2,401,816
     Other assets                                  88,275         88,275
                                             ------------   ------------
     Total other assets                         2,549,744      2,611,655
                                             ------------   ------------
     Total Assets                            $  9,772,503   $  9,567,563
                                             ============   ============
                               Liabilities
Current Liabilities:
     Accounts payable                        $    493,441   $    685,466
     Accrued expenses                           1,617,179      1,142,735
     Due to third party payors                    584,008        239,436
     Current maturities of long term debt       1,381,091      1,290,485
     Income taxes payable                         151,337        151,337
     Deferred income taxes - current              146,000        146,000
                                             ------------   ------------
          Total current liabilities             4,373,056      3,655,459
     Deferred income taxes - noncurrent           173,463        242,000
     long-term debt, less current portion         139,451        162,475
                                             ------------   ------------
     Total Liabilities                          4,685,970      4,059.934
                          Stockholders' Equity
Preferred stock, par value $.01 per share;
   1,000,000 share 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                               1,354,739      1,775,835
                                             ------------   ------------
     Total Stockholders' Equity                 5,086,533      5,507,629
                                             ------------   ------------
     Total Liabilities and 
        Stockholders' Equity                 $  9,772,503   $  9,567,563
                                             ============   ============
</TABLE>
           The accompanying notes to the financial statements
                      are an integral part hereof.
<PAGE>

                           HELP AT HOME, INC.
                    Consolidated Statements of Income
                               (Unaudited)
<TABLE>
                                         Three Months Ended December 31
                                                1997           1996

<S>                                           <C>           <C>
     Service fees                             $ 6,503,848   $ 6,043,360

     Direct costs of services                   4,367,710     3,792,679
                                             ------------   -----------

     Gross margin                               2,136,138     2,250,681


     Selling, general and
        administrative expenses                 2,363,714     1,947,768
                                             ------------   -----------

     (Loss)income from operations                (227,576)      302,913

     Interest income (expense)                    (27,203)       14,764
                                             ------------   -----------

     (Loss) income before income taxes           (254,779)      317,677

     Federal and state income tax (benefit)
          expense                                 (48,462)      108,104
                                             ------------   -----------

     Net (Loss) income                       $   (206,317)  $   209,573
                                             ============   ===========

     Earnings per common share:              
          Basic                              $       (.11)  $       .11
     Weighted average number of shares:         1,869,375     1,869,375
          
</TABLE>

          The accompanying notes to these financial statements 
                      are an integral part hereof.
<PAGE>
                           HELP AT HOME, INC.
                    Consolidated Statements of Income
                               (Unaudited)
<TABLE>
                                           Six Months Ended December 31
                                                1997           1996
<S>                                           <C>          <C>
     Service fees                             $ 12,696,823 $ 10,803,255

     Direct costs of services                    8,599,591    6,949,062 
                                              ------------  -----------

     Gross margin                               4,097,232     3,854,193


     Selling, general and
        administrative expenses                 4,613,823     3,272,444
                                              ------------  -----------

     (Loss) income from operations               (516,591)      581,749

     Interest income (expense)                    (56,261)       36,019
                                              ------------  -----------

     (Loss) income before income taxes            (572,852)      617,768

     Federal and state income taxes              (151,755)      235,104
                                              ------------  -----------

     Net (loss) income                       $   (421,097)  $   382,664
                                              ============  ===========

     Earnings per common share:              
          Basic                              $       (.22)  $       .20
     Weighted average number of shares:         1,869,375     1,869,375
</TABLE>

          The accompanying notes to these financial statements 
                      are an integral part hereof.
<PAGE>
                           HELP AT HOME, INC.
                  Consolidated Statements of Cash Flows
                               (Unaudited)
<TABLE>
                                        Six Months Ended December 31
                                             1997            1996
<S>                                         <C>             <C>
Cash flows from operating activities:
     Net (loss) income                       $ (421,097)    $ 382,664
     Adjustments to reconcile net (loss)
          income to cash used in operating 
          activities:
               Depreciation and amortization    140,519       132,820
               Deferred taxes                   (25,467)     (129,206)
               Changes in:
                    Accounts receivable      (1,077,376)   (1,462,400)
                    Prepaid expenses and other   35,736      (181,953)
                    Accounts payable           (192,019)      120,085
                    Other current liabilities   474,444       434,876
                    Due to third party payors   344,572     
                    Income taxes payable          1,793      (780,309)
                                             ----------     --------- 
                    Net cash used in
                    operating activities       (718,899)   (1,483,423)
                                             -----------    ---------
Cash flows from investing activities:
     Purchase of property and equipment         (36,514)        7,309
     Acquisitions of subsidiaries                            (199,012)
     Increase in notes payable                                (16,475)
     Expiration of investment deposit                         149,000
     Increase in shareholder loans               (6,242)       (9,409)
     Other                                                    (96,479)
                                             ----------     ---------
                    Net cash used in 
                    investing activities        (42,756)     (165,066)
                                             ----------     ---------
Cash flows from financing activities:
     Increase (decrease) in long-term 
          liabilities                            67,582      (161,709)
                                             ----------     ---------
                    Net cash provided by 
                    (used in)financing 
                    activities                   67,582      (161,709)
                                             ----------     ---------
Net decrease in cash                           (694,073)   (1,810,198)

Cash and cash equivalents:
     Beginning of period                        870,634     2,734,705

     End of period                              176,561       924,507
                                             ==========     =========
Cash flow information:
     Cash payments for:
          Interest                               62,289         2,026
          Income taxes                                        233,000
</TABLE>
       The accompanying notes to these financial statements are an
                          integral part hereof.
<PAGE>

                           HELP AT HOME, INC.

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1:   Basis of Presentation

These  unaudited  Consolidated  Financial  Statements  should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
included in Help at Home, Inc.'s (the Company) Annual Report on Form 10-
KSB  for  the  fiscal  year ended June 30, 1997 (1997 Form 10-KSB).  The
following  Notes  to  the  Consolidated  Financial  Statements highlight
significant  changes  to  the Notes included in the 1997 Form 10-KSB and
such  interim  disclosures  as  required  by the Securities and Exchange
Commission.   Certain financial information that is normally included in
annual  financial  statements  prepared  in  accordance  with  generally
accepted accounting principles but is not required for interim reporting
purposes  has  been  omitted.    The accompanying unaudited Consolidated
Financial   Statements  reflect,  in  the  opinion  of  management,  all
adjustments  necessary  for a fair presentation of the interim financial
statements.   All such adjustments are of a normal and recurring nature.
The  financial  results  for  interim  periods  may not be indicative of
financial results for the full year.

Note 2:   Debt

Effective  December  30,  1997,  the  Company  entered  into  a one-year
revolving  credit  agreement with Harris Trust and Savings Bank ( Harris
Bank  ),  Chicago,  IL.    The  Company  expects  to utilize the credit
facility  to  fund  ongoing  working  capital  requirements.  The credit
facility,  collateralized  by  the  entirety  of  the Company's accounts
receivable together with the capital stock of the Company's subsidiaries
(other  than  Homemakers  of  Montgomery, Inc.), has a maximum allowable
loan  limit  of  $3.5  Million  or  75% of eligible accounts receivable,
whichever  is  less.    The  Company must, during the life of the credit
facility, maintain defined tangible net worth of at least $2,625,000 and
a  defined  current  ratio of no less than 1.25:1.  The transaction with
Harris  Bank  replaces  the  Company's  previous credit facility in the
amount  of  $1  Million  which  was  collateralized  with  the  accounts
receivable  and  capital  stock  of  the  Company's  Help  at Home (IL)
subsidiary.

Note 3:   Commitments and Contingencies

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. 
<PAGE>
Settlements  Due  to  Medicare:  As  a  Medicare  provider,  the Company
continually   has  estimated  settlements  due  to  and  from  Medicare.
Estimated  settlements  due  to  Medicare  in the accompanying financial
statements are the result of interim reimbursement rates (rates at which
the  Company  has  been  paid  for  its services throughout the year) in
excess  of  actual  costs  of providing home health care services to the
Medicare  beneficiaries it serves.  Historically, the Company has funded
settlements  due  to  the  Medicare  program  when  they  become  due in
conjunction  with  filing of year-end cost reports.  Among the Company s
four Medicare certified home health providers, the estimated amounts due
to the Medicare program are as follows:

          Lakeside Home Health Agency, Inc.       $ 15,037
          Rosewood Home Health, Inc.                33,479
          Homemakers of Montgomery, Inc.           535,492
                                                  --------
          Total                                   $584,008
                                                  ========
Medicare Provider Status: The Company operates Homemakers of Montgomery,
Inc.  pursuant  to  an  established  Certificate of Need (CON) that has,
historically,  enabled  the  Company  to offer home health care services
only  to  Medicare beneficiaries residing in Montgomery County, Alabama.
In August 1997 the Company prevailed in a long-standing effort to secure
an  additional CON that allows the Company to extend its service area to
include  Macon  County, Alabama.  The Company intends to provide service
to residents of Macon County under its current Medicare provider number.

The  Company  established Lakeside Home Health Agency, Inc., an Illinois
corporation  (Lakeside  IL), in fiscal 1997 for the purpose of providing
Medicare  home  health  services  to  patients  residing  in  and around
metropolitan Chicago.  In August 1997, Lakeside IL received notification
of   its  certification  as  a  Medicare  provider.    Pursuant  to  its
certification   and  prior  to  the  announcement  of  the  President' s
moritorium,  Lakeside  IL  applied for its Medicare provider number.  To
date,  Lakeside  IL  has  not  received its Medicare provider number and
cannot,  as a result, bill the Medicare program for services rendered to
Medicare  home  health  patients.   As a result, even though the Company
believes  that  Lakeside IL's provider number will be retroactive to the
agency's  initial  certification date, no revenues have been recognized
for Lakeside IL and services are being kept to a minimum pending further
notification of Lakeside IL's provider status.

Effective  February 27, 1998 the Company's Medicare home health agencies
must, pursuant to federal regulations finalized and published on January
2,  1998,  secure  surety bonds equal to 15% of total Medicare costs for
the  last  period  for  which  a  cost report has been filed or $50,000,
whichever  is  more. Under the current regulation, failure to secure the
surety  bond and properly notify the Medicare intermediary thereof, will
result  in  revocation  of  Medicare  provider status as of February 27,
1998.  As  a result of the stringent requirements imposed by Medicare on
bond  underwriters, the majority of home care providers have been unable
to  secure  the  required  bonds.  In response to the difficulties being
encountered  by  the  majority  of  industry  providers, the Health Care
Financing  Administration has recently indicated its intention to review
and revise the surety bond regulations.  Final rules are expected in the
Spring  of 1998.  In the meantime, providers unable to secure bonds must
notify  their  Medicare intermediary of that fact no later than February
27.    The  Company's Medicare home health agencies have a total bonding
requirement  of  approximately  $400,000  and  are  among those agencies
unable to secure a bond, thus far.
<PAGE>
Termination and Benefits Agreements:

As  of  October 1997, the Company's Compensation Committee established a
termination  and  benefits  policy  with  respect to key employees which
provides  for  payment  of  severance  and  benefits  in  the  event  of
involuntary  termination and/or a change in control to promote adherance
to  the Company's non-competition policies affecting certain executives.
The maximum aggregate salary commitment pursuant to this policy would be
approximately $435,000.

Self Funded Insurance Plan:

The  Company instituted a partially-self-funded employee health coverage
program on July 1, 1997.  The Company is required, under the program, to
fund  claims  for  its participating employees up to an established per-
employee limit.  Claims in excess of such limits are insured by a third-
party   reinsurer.    The  Company  estimates  its  liability  for  both
outstanding  as  well  as  incurred,  but  not reported, claims based on
historical  loss  experience.    Differences  between  actual losses and
reserve estimates are recognized in the period in which such differences
become  known.    Management believes that any difference between actual
losses  reported after December 31, 1997 (and related to the period then
ended) and available reserves will not be material.

Note 4:   Earnings Per Share

Earnings  per  share  have  been  determined by dividing earnings by the
weighted-average  number  of  shares  of Common Stock outstanding during
each  period.   The modified treasury method of calculating earnings per
share has been utilized by the Company for reporting purposes.

ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS.                             

OVERVIEW:

H e lp  at  Home,  Inc.  (the  Company)  provides  skilled  nursing  and
therapeutic  services  together  with  general homemaker services to the
elderly, medically fragile and disabled in their homes.  The Company has
engaged  in  the  provision of unskilled homemaker services for over two
decades  and  entered the skilled services market in 1995.  Help at Home
operates  40  locations  in  Illinois,  Missouri,  Indiana,  Alabama and
Mississippi.   The Company derives a significant portion of its revenues
from 15 contracts with the Illinois Department on Aging.  Similarly, the
Company  contracts with other state, regional and municipal agencies for
the  provision  of  custodial  home  care  services.    The Company also
provides  Medicare home health services to homebound persons through its
four  Medicare  certified  home  health  agencies  located  in Illinois,
Missouri and Alabama.
<PAGE>
The statements which are not historical facts contained in this Form 10-
QSB 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 locate
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.

This  report  covers  the Company's operations for the second quarter of
its 1998 fiscal year which will end on June 30, 1998.

THREE  MONTHS ENDED DECEMBER 31, 1997 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 1996:

Reportable  Segments:    In  keeping  with the adoption of SFAS No. 131,
  Disclosures  About Segments of an Enterprise and Related Information ,
the  Company  has identified reportable segments based on the geographic
areas (states) generally disclosed above.  Revenues in all four segments
are  derived  from  the  provision  of both skilled nursing services and
unskilled  homemaker/respite  services.   In addition to the disclosures
made elsewhere herein, the following table presents a quarter to quarter
comparison (in thousands) of the Company's segments:
<TABLE>
           Alabama       Illinois       Missouri   Mississippi        Total
          1997   1996     1997  1996   1997 1996    1997  1996     1997   1996
<S>      <C>     <C>     <C>    <C>      <C>  <C>     <C>    <C>     <C>    <C>
Revenue  $1,500  $1,506  $3,894 $3,584   $358 $254    $751   $699    $6,503 $6,043

Direct
   Costs  1,002     808    2,666 2,326    210  176     489    483     4,367  3,793
          -------------   ------------    ---------   -----------    -------------
Gross 
   Margin   498     698    1,228 1,258    148   78     262    216     2,136  2,250

Operating
   Expenses 384     689      866   679    104   81     362    143     1,716  1,592
           ------------   ------------   ---------    -----------    -------------
Operating
   Income
   (Loss)  $114      $9     $362  $579    $44  $(3)   $(100)   $73     $420   $658
           ============    ===========   ==========   ============   =============

Total 
   Assets $2,758 $2,764  $3,630 $3,955  $ 219 $196   $2,350 $1,667    $8,957 $8,582
          =============   ===========  ===========   =============    =============
</TABLE>
<PAGE>
Reconciliation  of segments' operating income to consolidated net income
(loss) is as follows:
<TABLE>
                                                   1997            1996
<S>                                               <C>             <C>
          Segments' Operating Income              $ 421           $ 659

          Less:
             Income tax (benefit) expense           (48)            108
             Corporate overhead expense             676             341
                                                   ----           -----
          Net (loss) income                       $(206)          $ 210
                                                  =====           =====
</TABLE>

Reconciliation  of  segments' total assets to consolidated net assets is
as follows:
<TABLE>
<S>                                               <C>            <C>
          Segments' total assets                  $8,957         $8,582

          Plus:
             Corporate/support entities 
                total assets                         815            681
                                                  ------         ------
                                                  $9,773         $9,263
                                                  ======         ======
</TABLE>
Client Service Revenue:  Revenues derived from services to the Company's
c l ients  for  the  three  months  ended  December  31,  1997  grew  to
approximately $6.5 Million reflecting an increase of $460,000 or 8% over
the  same  quarter of the previous fiscal year.  Custodial and homemaker
services  accounted  for    approximately $555,000 (120%) of the revenue
growth  while  a  decrease of $95,000 (20%) was attributable to services
provided  to  Medicare  beneficiaries. The Company's Medicare census was
reduced during the quarter as certain patients receiving limited skilled
services  no longer covered by the Medicare program were transitioned to
self-care  status or other providers.  This, in turn, caused a reduction
i n    t he  overall  number  of  Medicare  visits  being  performed,  a
proportionate  reduction  in  the  level  of corporate expenses that are
allocable  to  the  Medicare  program  and  the  resultant  reduction of
Medicare revenues which are limited to allowable costs.

A  comparison  of the second quarter of fiscal 1998 as contrasted to the
same  period  in fiscal 1997, by state, shows the greatest concentration
of  revenue  growth  ($310,000  or 9%) in Illinois followed by Missouri
($104,000  or  41%),  and  Mississippi  ($53,000 or 8%).  Total revenues
derived  from  Alabama operations during the quarter decreased by $6,000
or  .5%  due  to  the  reduction  of  Medicare  revenues  experienced by
Homemakers of Montgomery.

Of  the Company's second quarter 1998 revenues, approximately $3,386,000
(52%)  was  realized  through  15  service  contracts  with the Illinois
Department  on  Aging  as compared to $2,835,000 (47%)the previous year.
Homemaker  services  reimbursed  through  other  state,  regional and/or
municipal  sources  represented $2,372,000 or 36% of total 1998 revenues
as  compared  to  $2,397,000  (36%)  during  the  previous  year.    The
remaining  $746,000  (11%) of the Company's second quarter 1998 revenues
came  from  the  Medicare program as compared to $811,000 (14%) for this
category during the same quarter of the previous year. 
<PAGE>
Direct  Costs of Providing Services:  Direct costs of providing services
to  clients,  comprised  primarily of wages and related expenses paid to
field  staff  members,  increased by 15% ($575,000) to $4,368,000 in the
second  quarter of fiscal 1998 and constituted 67% of revenues.  Overall
direct costs, as a percentage of revenues, increased by 4% for the three
months  ended December 31, 1997 due in large part to the increase in the
federal  minimum  wage  that  became  effective on September 1, 1997.  A
comparison  of  direct  costs  by segment shows that, as a percentage of
revenue,  second quarter direct costs rose to 67% in Alabama as compared
to 54% for the same quarter last year.  A portion of the 13% increase is
the result of a reclassification of certain wages from administrative to
direct  cost of providing services as certain employees moved from full-
time to per diem employment relationships with Homemakers of Montgomery.
In  addition, Medicare revenue for Homemakers of Montgomery was adjusted
to take into account reduced Medicare reimbursement for corporate office
support services. Illinois direct costs, as a percentage of revenue grew
by  3%  from 65% to 68% due to the increase in the federal minimum wage.
Missouri direct costs were reduced by 10% from 69% in the second quarter
of  fiscal  1997  to  59% in the quarter ended December 31 due primarily
to a rate increase  from the Missouri Department on Aging. Direct costs
associated with  provision  of  services  to  Medicare  beneficiaries
grew,  as  a percentage of revenue, from 52% as of December 31, 1996 to
54% as of the same date in 1997.  

The  gross  margin  on  services  declined by 5% or $115,000 and reached
$2,136,000  for  the  quarter  ended  December  31,  1997 as compared to
$2,251,000  as of December 31, 1996. Gross margin contributions by state
include  $1,228,000 for Illinois (as compared to $1,258,000 for the same
quarter  in 1996), $498,000 for Alabama (as compared to $698,000 for the
same quarter in 1996), $262,000 for Mississippi (as compared to $215,000
for  the same quarter in 1996) and $148,000 for Missouri (as compared to
$79,000 for the same quarter in 1996).   

Selling,  General  and  Administrative  Expense:  The  decrease  in  the
Company's  gross margin was accompanied by a $416,000 (18%) increase in
selling,   general  and  administrative  costs  which  caused  operating
expenses  to  grow  from $1,948,000 to $2,364,000 from the corresponding
quarter in fiscal 1997.  
                        
Selling,  general  and  administrative expense for the second quarter of
fiscal  1998  represented 36% of revenues as compared to 32% of revenues
for  the  corresponding  quarter  in  fiscal  1997.    The  increase  in
administrative  expenses caused the second quarter 1998 loss of $206,000
as  compared  to  a  second quarter 1997 profit of $210,000, producing a
negative quarter to quarter variance of $416,000.

Administrative  salaries  and benefits grew by $368,000 from $948,000 as
of  December  31,  1996 to $1,316,000 for the quarter ended December 31,
1997.    Expenditures  associated with growth of the Company's Illinois-
based  staff  in  the  amount  of $453,000 were only partially offset by
reductions  of  similar  positions  in the Oxford companies amounting to
$85,000.  Growth in Illinois salary expenditures is the direct result of
increases  in the number of clients being served.  Salaries and benefits
comprised  20%  and  16% of associated revenues in fiscal 1998 and 1997,
respectively.

Professional fees and insurance grew from $138,000 for the quarter ended
December 31, 1996 to $150,000 for the quarter ended one year later.  The
increase is due to litigation settlement costs ($20,000) in excess of an
amount previously reserved therefor.
<PAGE>
Occupancy  and general office expenses realized in the second quarter of
fiscal  1998  decreased by $175,000 (from $619,000 to $444,000) over the
same  quarter  a  year  earlier.  Savings  of  $279,000  realized by the
Company's  operating subsidiaries (Illinois, $110,000; Missouri, 3,000;
and  the  Oxford  companies,  $166,000)  were  offset  by an increase of
$104,000 for corporate office occupancy costs. 

Travel  expenses  grew from $75,000 to $88,000 during the quarters ended
December  31,  1996 and 1997, respectively.  The entirety of the $13,000
(1%) increase stems from efforts to develop new business in Mississippi.

Advertising  and  promotional  expense  grew  from  $108,000 to $193,000
during  the  second  quarters  of  fiscal  1997  and 1998, respectively.
Approximately  49%  ($41,000)  of  the  increase stems from new business
d e v e lopment  activities  among  the  Oxford  companies    locations.
Approximately  $26,000  of  growth  is  attributable  to  the new office
locations  in  Illinois  with  the remainder (18,000 or 21%) coming from
increased promotional efforts in other locations. 

Interest  expense increased by $42,000, quarter to quarter, due entirely
to  diminishment  of  the Company's cash reserves on deposit in interest
bearing  accounts  and  debt  service  associated  with  the  Company' s
$ 1 , 000,000  bank  line  of  credit.    Non-cash  expenses,  including
amortization,  depreciation  and bad debt reserves increased by $112,000
to $172,000 for the quarter ended December 31, 1997 due to the Company's
decision to routinely increase its available bad debt reserves.

Overall, operating expenses increased, as a percentage of revenues, from
32%  ($1,948,000)  for  the  quarter  ended  December  31,  1996  to 36%
($2,364,000) for the same quarter one year later.

With  respect  to the Company's identified segments, Illinois operations
realized  increased  selling,  general  and  administrative  expenses of
$187,000  as  operating  expenses  grew  from $679,000 to $866,000.  The
increase  is attributable to growth in administrative salaries.  Alabama
operating  expenses declined by $305,000 (from $689,000 to $384,000) due
to  the  elimination of certain administrative positions, closure of two
offices  and  rent  reductions  in other locations. Mississippi selling,
general  and administrative expenses increased by $218,000 from $143,000
to  $362,000 due to the addition of new offices in that state.  Missouri
selling,  general  and administrative expenses increased by $23,000 from
$81,000  to  $104,000  due  to  revenue increases that necessitated more
staff.    Operating  expenses  associated  with  the  corporate  offices
increased  by $335,000, moving from $341,000 to $676,000 for the quarter
ended  December  31,  1997.    Approximately $204,000 of the increase is
derived  from  additional  salary  expense, $103,000 from occupancy, and
$28,000  from advertising and promotional efforts related to development
of new operations in Illinois and Mississippi.

Earnings:  The net loss of $206,000 in the second quarter of fiscal 1998
compares  to  net  income of $210,000 for the quarter ended December 31,
1996.  Basic earnings per share of common stock were $(.11) and $.11 for
the quarters, respectively. The EPS calculation is based on the Modified
Treasury  Method  of computing earnings in accordance with FAS 128.  The
Company  has  1,710,000  warrants outstanding as a result of its initial
public offering, 71,250 of which are underwriter's warrants.
<PAGE>
SIX  MONTHS  ENDED  DECEMBER  31,  1996 COMPARED TO THE SIX MONTHS ENDED
DECEMBER 31, 1996:

Reportable  Segments:  In  keeping  with  the  adoption of SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information, the
Company has identified reportable segments based on the geographic areas
(states)  generally  disclosed above.  Revenues in all four segments are
derived  from  the  provision  of  both  skilled  nursing  services  and
unskilled  homemaker/respite  services.   In addition to the disclosures
made  elsewhere  herein,  the  following  table  presents a year to year
comparison (in thousands) of the Company's segments:
<TABLE>
            Alabama        Illinois     Missouri   Mississippi        Total
          1997   1996     1997  1996   1997 1996    1997  1996     1997   1996
<S>     <C>    <C>      <C>    <C>     <C>  <C>  <C>    <C>     <C>     <C>
Revenue $2,998 $2,435   $7,689 $6,612  $655 $459 $1,356 $1,297  $12,698 $10,803

Direct
 Costs   2,133  1,361    5,187  4,398   393  311    887    880    8,600   6,950 
         ------------   -------------  ---------   -----------    -------------
Gross
 Margin    865  1,074    2,502  2,214   262  148    469    417    4,098   3,853

Operating
 Expenses  839  1,195    1,682  1,091   207  140    628     269   3,356   2,695 
          -----------   -------------  ---------   ------------   -------------
Operating
 Income
 (Loss)    $26  $(121)    $820 $1,123   $55   $8   (159)   148      742  1,158
          ===========  ==============  =========   ===========    =============

Total 
 Assets $2,758 $2,764   $3,630 $3,955 $ 219 $196 $2,350 $1,667   $8,957  $8582
         ============  ===============  ======== =============   =============
</TABLE>
Reconciliation of segments'  operating income to consolidated net income
(loss) is as follows:                                       
<TABLE>
                                                   1997            1996
<S>                                                <C>             <C>
          Segments'  operating income              $  742          $1,159
          Less:
             Income tax (benefit) expense           (151)            235
             Corporate overhead expense            1,315             541
                                                   -----          ------
          Net (loss) income                       $( 422)         $  383
                                                  ======          ======
</TABLE>
Reconciliation of segments' total assets to consolidated net assets is
as follows:
<TABLE>
<S>                                               <C>             <C>
          Segments' total assets                  $8,957          $8,582
          Plus:
             Corporate/support entities 
                total assets                         815             681
                                                  ------          ------
                                                  $9,773          $9,263
                                                  ======          ======
</TABLE>
<PAGE>
Client  Service Revenue: Revenues derived from services to the Company s
clients  for  the six months ended December 31, 1997 grew to $12,697,000
from  $10,803,000  representing revenue growth of $1,894,000 or 18% over
the  same  six  month period the previous year.  Custodial and homemaker
services represented 100% of the increase.    

A  comparison  of  the  first  half of fiscal 1998 to the same period in
fiscal  1997,  by  state,  shows  the  greatest concentration of revenue
growth  in Illinois ($1,076,000 or 16%) followed by Alabama ($563,000 or
23%),  Missouri  ($196,000 or 43%), and Mississippi ($58,000 or 5%).  Of
the  Company's year-to-date revenues, approximately $5,889,000 (46%) was
derived  from  15  contracts  with  the  Illinois Department on Aging as
compared  to  $5,337,000  (50%)  for  the  same period one year earlier.
Homemaker  services  reimbursed  through  other  state,  regional and/or
municipal  sources  represented $3,752,000 (30%) of total revenues while
services  to Medicare beneficiaries of $1,545,000 represented 12% of the
total  as  compared  to $3,899,000 and $1,564,000 for the same period in
fiscal 1997.

Direct  Costs  of Providing Services: Direct costs of providing services
to clients are primarily comprised of wages and related expenses paid to
field  staff members.  Direct costs increased by 24% to $8,600,000.  The
increase  is  attributable  to  the  September  1,  1997 increase in the
federal  minimum  wage  and  service  volume increases.  A comparison of
direct  service costs by segment shows that, as a percentage of revenue,
Alabama  year-to-date  direct  costs rose to 71% from a level of 56% for
the  previous  year-to-date  period.   The proportionate increase is the
result  of  reclassification  of  certain full-time staff members to per
diem field status and revenue decreases emanating from reduced levels of
Medicare  allowable  costs.  Direct  costs  in  Illinois  (67%) remained
unchanged  as  a  percent  of  revenue  from year to year.  Missouri and
Mississippi posted decreased in direct cost to revenue percentages of of
8%  (from  68%  to  60%) and 3% (from 68% to 65%), respectively.  Direct
costs  associated  with  provision of services to Medicare beneficiaries
was  53%  for  the  six  months  ended  December  31, 1997 versus 31% of
revenues for the six month period ended December 31, 1996.

The  gross  margin on services grew by 6% or $243,000 from $3,854,000 to
$4,097,000  for  the  six  months  ended  December  31,  1996  and 1997,
respectively.   Gross margin contributions by state were led by Illinois
($2,501,000  in  1997  versus  $2,214,000 in 1996), representing overall
growth  in  the  gross  margin  of  13%.   Gross margin contributions by
Alabama  locations  were  $1,074,000  in 1996 and $865,000 in 1997 for a
decline  of  19%.  Missouri gross margin contribution grew from $148,000
in  1996  to  $262,000  in 1997 for an increase of 77% while Mississippi
gross margins grew from $418,000 in 1996 to $469,000 in 1997 for overall
growth of 12%.  
<PAGE>
Selling, General and Administrtive Expense: The year-to-date increase in
the  gross  margin  was  consumed  by  a $1,341,000 increase in selling,
general  and administrative expense representing an increase of 40% over
the   same  period  one  year  earlier.    Total  selling,  general  and
administrative  expenses  as  of December 31, 1997 reached $4,600,000 as
compared  to  $3,272,000  for  the  same period ended December 31, 1996.
Operating  expenses in Alabama were reduced by 29% or $355,000 from 1996
levels  of  $1,195,000 to $839,000 in 1997.  Illinois operating expenses
grew by 54% from 1,091,000 to $1,682,000 for the six month periods ended
December  31,  1996  and  1997,  respectively,  due  to increased client
volume.      Missouri and Mississippi operating expenses grew by 47% and
133%,  respectively.    Missouri operating expenses reached $207,000 for
the  six month period as opposed to $140,000 for the same six months the
year  before.    Mississippi operating expenses posted significant gains
from  $269,000  in  1996  to  $628,000  in 1997 due to start up expenses
associated  with  the  10 new Mississippi offices that opened during the
first quarter of fiscal 1998.

Administrative  salaries  grew by $782,000 from $1,737,000 to $2,519,000
f o r   the  six  month  periods  ended  December  31,  1996  and  1997,
respectively.    The  bulk of the increase ($578,000) is attributable to
growth   in  the  Company's  Illinois  operations  with  the  remainder
attributable  to  expansion  of  revenues  in  Alabama  and Mississippi.
Professional  fees  grew by $237,000 from $88,000 in 1996 to $326,000 in
1997  with  the  increase largely attributable to pending litigation and
the  need  to  update  securities filings.  Occupancy costs increased by
$46,000  from $855,000 to $901,000 with the additional cost entirely due
to  opening  of  new locations in Mississippi. For the six month period,
travel  expenses increased by $46,000 from $133,000 to $179,000 with the
entirety  of  the increase stemming from efforts to increase marketshare
in  Mississippi.    Advertising  and  promotional  expenditures  rose by
$182,000  ($167,000  to  $349,000) for the six months ended December 31,
1997.   Approximately $140,000 of the increase is derived from marketing
efforts  in Mississippi.  The remainder of the increase ($42,000) is the
result  of  similar  marketing  efforts  for  the  four  new  offices in
Illinois.    Bad  debt  reserves were increased by $170,000 from 1996 to
1997  with the majority of the increase ($94,000) in Illinois.  Bad debt
reserves,  as  of December 31, 1997 totalled $364,000.  Interest expense
increased  by  $20,000  from  $36,000  in  1996  to  $56,000 in 1997 due
entirely  to  the  outstanding  borrowings  under  the Company's line of
credit.

Overall, operating expenses increased, as a percentage of revenues, from
30%  ($3,272,000)  for  the  six  months  ended December 31, 1996 to 36%
($4,614,000) for the same quarter ended in 1997.

Earnings:  The net loss of $421,000 for the year-to-date at December 31,
1997  compared  to  net income of $383,000 for the same six months ended
December 31, 1996.  Basic earnings per share of common stock were $(.22)
and  $.20  for the six month periods, respectively, based on 3.8 Million
and 3.5 Million shares outstanding.  The EPS calculation is based on the
Modified  Treasury  Method  of computing earnings in accordance with the
provisions  of  FAS 128.  The Company has 1,710,000 warrants outstanding
as  a  result  of  its  initial  public  offering,  71,250  of which are
underwriter's warrants.
<PAGE>
EARNINGS OUTLOOK:

As noted in its 10-KSB for the year ended June 30, 1997, the Company has
invested  in  the  establishment  of  approximately  14  new  offices in
Mississippi and Illinois in anticipation of securing clients pursuant to
new  contracts  with  state  and/or  area agencies on aging.  During the
first  and  second  quarters  of  fiscal  1998,  the Company invested in
several promotional campaigns designed to establish name recognition and
awareness  in  the  new  communities  it  serves.    While  the  Company
anticipates  the  realization  of projected new business in Illinois and
Mississippi,  there can be no assurance that such business will actually
materialize  within  the  time  frames  projected  by the Company.  As a
result,  the  Company  will  continue  to  closely  monitor  each of its
operating  locations  and  may  elect  to  consolidate  one or more such
locations if operating losses exceed planned thresholds.  

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.  For the remainder
of  fiscal  1998  the Company has secured expansion capital by financing
certain  of  its accounts receivable.  The Company's net working capital
as  of  December  31,  1997  stood  at $2,098,000.  The ratio of current
assets to current liabilities as of December 31, 1997 was 1.55:1.  As of
December  31,  1997,  the  accrued obligations that may require large or
unusual  amounts  of cash include payment of amounts that may be owed to
the  Medicare  program  on  the  part  of Homemakers of Montgomery, Inc.
($535,492) and payment of the note now due and arising from the purchase
of  the  Oxford companies ($325,000).  It should be noted, however, that
the indebtedness related to purchase of the Oxford companies remains the
subject  of pending litigation as further disclosed in the Company's 10-
KSB for the year ended June 30, 1997. 

In  addition  to  the  accrued  obligations noted above, the surety bond
requirement  for  the  Company' s  Medicare  home  health  agencies  may
n e cessitate  a  substantial  deposit.    Currently,  underwriters  are
requiring  underlying  bond  collateral  of  up  to  100% of the face of
Medicare surety bonds.  Pending finalization of revised regulations, the
Company's bonding requirement could approximate $400,000.

The  Company' s  indebtedness  was  $1,521,000  as  of December 31, 1997
divided  among a  bank loan secured by certain receivables in the amount
of  $1  Million,    a  $325,000  note  secured  by  the capital stock of
Homemakers  of  Montgomery,  Inc.  arising  from  the purchase of Oxford
Health  Care, a $162,500 secured note used to finance the purchase of an
airplane,  capital leases and automobile installment loans in the amount
of  $33,000. The Company, on December 30, 1997, entered into a revolving
credit agreement that will provide working capital in an amount equal to
the  lesser  of  $3.5  Million  or  75%  of eligible accounts receivable
subject   to  compliance  with  certain  financial  covenants  including
maintenance  of  a  defined current ratio of at least 1.25:1 and defined
tangible  net  worth  of  not  less than $2,625,000.  In addition to the
entirety  of its accounts receivable, the capital stock of the Company's
subsidiaries  forms  the  collateral  basis  for the loan. Subsequent to
December  31,  1997, in connection with establishment of its replacement
credit  facility, the Company has incurred approximately $1.3 Million of
additional indebtedness bringing the total drawn on the facility to $2.3
Million as of February 17, 1998.
<PAGE>
Cash  used  by  operations for the first half of fiscal 1998 amounted to
$719,000  as  compared  to $1,483,000 of cash used for operations in the
same  two  quarters  of  the  previous  year.    Cash  used by investing
activities  in  the  amount  of  $43,000  compares  to  $149,000 for the
quarters ended December 31, 1996.  Cash realized from an increase of the
Company's  indebtedness in October reached $68,000, yielding an overall
decrease  in  the  Company's  cash  position of $694,000.  For the same
period  a  year  earlier,  the Company used $178,000 of cash to pay down
indebtedness  of  the Oxford companies which yielded an overall decrease
in  the  Company's  cash  position  of  $1,810,000.  The Company's cash
position  at December 31, 1997 stood at $177,000 as compared to $925,000
for the six months ended December 31, 1996.

The  Company  presently  has  1,638,750  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 exercise of the Warrants.  As of the close of
business February 16, 1997, the closing price of the Common Stock on the
NASDAQ Stock Market was $1.75.

PART II.  OTHER INFORMATION

ITEM 1.   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 the $325,000 note payable to the former owner by approximately
$209,000.    The  proposed reduction in the principal of the note, which
was due in January 1998, is the result of bad debts arising from periods
prior  to the acquisition date, balance sheet adjustments arising from a
post  closing  audit  of  the  Oxford  companies and other extraordinary
expenses.    The  transaction agreement memorializing the acquisition of
Oxford  by  the Company contemplates each of the proposed adjustments to
the  principal  of  the  note.   The Company has not made entries in its
financial  statements  to  effect  either  recognition  of the insurance
proceeds or the proposed reduction of the note.  
<PAGE>
ITEM 2.   CHANGES IN THE RIGHTS OF THE COMPANY'S SECURITY HOLDERS

None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.   OTHER INFORMATION

None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

None.
<PAGE>
                               SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


          HELP AT HOME, INC.

          Registrant



          Date:     February 17, 1998        /s/ Louis Goldstein
                                             Louis Goldstein
                                             CEO/Chairman

          Date:     February 17, 1998        /s/ Sharon S. Harder
                                             Sharon S. Harder
                                             Principal Financial Officer