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 March 31, 1999
                        Commission File No. 033-97034

                             HELP AT HOME, INC.



             DELAWARE                                      36-4033986
  (State of 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 May 14, 1999

  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, 1998 and March 31, 1999                  3

                      Consolidated Statements of Income
                      for the three month periods ended
                      March 31, 1998 and 1999                           4

                      Consolidated Statements of Income
                      for the nine month periods ended
                      March 31, 1998 and 1999                           5

                      Consolidated Statements of Cash Flows
                      for the six month periods ended
                      March 31, 1998 and 1999                           6

                      Notes to the Consolidated Financial Statements    7

  ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS            9
    

  PART II:     OTHER INFORMATION                                       17

  ITEM 1       LEGAL PROCEEDINGS                                       17

  ITEM 2.      CHANGES IN THE RIGHTS OF THE COMPANY'S
               SECURITY HOLDERS                                        17

  ITEM 3.      DEFAULTS UPON SENIOR SECURITIES                         17

  ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF
               SECURITY HOLDERS                                        17

  ITEM 5.      OTHER INFORMATION                                       18

  ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K                        18

               SIGNATURES                                              19

<PAGE>
<TABLE>
                               HELP AT HOME, INC.
                          Consolidated Balance Sheet
<CAPTION>
                                                   March 31        June 30
                                                     1999            1998
                                                 (Unaudited)      (Audited)
                                                 ----------     ----------
  <S>                                           <C>            <C>
                     Assets

  Current Assets:
      Cash and cash equivalents                 $   966,861    $   412,012
       Accounts receivable (net of allowance
          for doubtful accounts of $872,550
          and $560,000, respectively)             8,549,492      6,789,224
       Prepaid expenses and other                   192,333        154,163
       Federal income tax receivable                494,667        436,583
       Deferred income taxes - current               64,388        335,283
                                                 ----------     ----------
            Total Current Assets                 10,267,741      8,127,265

  Furniture and equipment, net                      167,480        203,703
  Due from officer                                  142,966        133,668
  Deferred tax asset - noncurrent                   146,715            -
  Other assets                                       88,275         88,275
                                                 ----------     ----------
            Total Assets                        $10,813,177    $ 8,552,911
                                                 ==========     ==========
<PAGE>

       Liabilities and Stockholders' Equity

  Current Liabilities:
       Accounts payable                         $ 1,214,074    $   841,511
       Accrued expenses                           3,736,374      1,858,821
       Due to third party payors                    704,228        713,269
       Current maturities of long-term debt       2,425,166      2,919,969
       Deferred income taxes - current              285,994        152,600
                                                 ----------     ----------
                                                  8,365,836      6,486,170

  Deferred income taxes - noncurrent                174,463        158,600
  Long-term debt, less current portion                   -           2,793
                                                 ----------     ----------
            Total Liabilities                     8,540,299      6,647,563


             Stockholders' Equity

  Preferred stock, par value $.01 per share;
     1,000,000 shares authorized, none issued
     or 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                      3,694,401      3,694,406
  Retained deficit                               (1,458,911)    (1,826,446)
                                                 ----------     ----------
            Total Stockholders' Equity            2,272,878      1,905,348
            Total Liabilities and
               Stockholders' Equity             $10,813,177    $ 8,552,911
                                                 ==========     ==========
                                     
   The accompanying notes to these consolidated financial statements
   are an integral part hereof.

</TABLE>
<PAGE>
<TABLE>


                               HELP AT HOME, INC.
                        Consolidated Statements of Income
                                   (Unaudited)

                                                Three Months Ended March 31
                                                    1999           1998
                                                 ----------     ----------
  <S>                                           <C>            <C>
  Service fees                                  $ 6,916,129    $ 5,735,580

  Direct costs of services                        4,741,746      4,080,310
                                                 ----------     ----------
  Gross margin                                    2,174,383      1,655,270

  Selling, general and
    administrative expenses                       1,959,507      2,332,879
                                                 ----------     ----------
  Income (loss) from continuing operations          214,876       (677,609)
                                                            
  Other Income                                        3,310        598,873
                                                 ----------     ----------
  Income (loss) before income taxes                 218,186        (78,736)
  Income tax expense (benefit)                       87,274       (183,307)
                                                 ----------     ----------
  Income (loss) from continuing operations          130,912        104,571

  Discontinued operations:
     Income from operations of
        Medicare agencies (less
        applicable income tax
        Benefit of $6,167 in 1997)                       -          (9,251)
                                                 ----------     ----------
  Net Income (loss)                                 130,912         95,320  
                                                 ==========     ==========
                
  Basic and Diluted Income (Loss)  
       Per Share:
  Income (loss) from continuing operations      $     0 .07    $      0.06
  Income from discontinued operations               ( 0 .01)            -
                                                 ----------     ----------
  Net Income (loss) per share                   $      0.07    $      0.05
                                                 ==========     ==========
  Weighted average number of
       common shares                              1,869,375      1,869,375


       The accompanying notes to these consolidated financial statements
       are an integral part hereof.

</TABLE>
<PAGE>
<TABLE>
                             HELP AT HOME, INC.
                      Consolidated Statements of Income
                                 (Unaudited)

                                                Nine Months Ended March 31
                                                    1999           1998
                                                 ----------     ----------
  <S>                                           <C>            <C>
  Service fees                                  $20,567,969    $16,886,963

  Direct costs of services                       13,990,903     11,859,383
                                                 ----------     ----------
  Gross margin                                    6,577,066      5,027,580

  Selling, general and
    administrative expenses                       5,997,316      6,400,278
                                                 ----------     ----------
  Income (loss) from continuing
    operations before income taxes                  579,750     (1,372,698)

  Other Income                                        3,310        630,789
                                                 ----------     ----------
  Income (loss) before income taxes                 583,060       (741,909)
  Income tax expense (benefit)                      215,523       (373,710)
                                                 ----------     ----------
  Income (loss) from continuing
    operations                                      367,537       (368,199)

  Discontinued operations:
     Income from operations of
        Medicare agencies (less
        applicable income tax
        expense of $28,281 in 1997)                      -          42,422
                                                 ----------     ----------
  Net Income (loss)                                 367,537       (325,777)
                                                 ==========     ==========
  Basic and Diluted Income (Loss) Per Share:
  Income (loss) from continuing operations            $0.20         ($0.19)
  Income from discontinued operations                    -           $0.02
                                                 ----------     ----------
  Net Income (loss) per share                         $0.20         ($0.17)
                                                 ==========     ==========
  Weighted average number of
       common shares                              1,869,375      1,869,375

       The accompanying notes to these consolidated financial statements
       are an integral part hereof.
</TABLE>
<PAGE>
<TABLE>
                               HELP AT HOME, INC.
                      Statement of Consolidated Cash Flows
                                  (Unaudited)

                                                 Nine Months Ended March 31
                                                    1999           1998
                                                 ----------     ----------
  <S>                                           <C>            <C>
  Cash flows from operating activities:
       Net income (loss)                        $   367,537      ($325,777)
                                   
       Noncash changes in net loss
         Depreciation and Amortization               72,105        215,651
         Deferred taxes                              65,509       (222,293)
         Debt extinguishement                                     (241,282)
       Changes in:
          Accounts receivable                    (1,760,268)    (1,394,387)
          Prepaid expenses and other                (38,170)      (349,955)     
          Accounts payable                          372,563         79,863
          Other current liabilities               1,741,546        623,985
          Due to third party payors                  (9,041)       424,256
          Current income taxes                      149,844          1,793
                                                 ----------     ----------
       Net cash provided by (used in)
          operating activities                      961,625     (1,188,146)  
  Cash flows from investing activities:
       Acquisition of property                      (35,882)       (59,086)
       (Increase) in shareholder loan                (9,298)        (9,141)
                                                 ----------     ----------
       Net cash used in investing activities        (45,180)       (68,227)

  Cash flows from financing activities:
        Proceeds from long-term debt                     -       2,704,487
       Repayment of long-term debt                 (361,596)    (1,047,699)
                                                 ----------     ----------
       Net cash (used in) provided by
          financing activities                     (361,596)     1,656,788
                                                 ----------     ----------
                                                                          
  Net increase (decrease) in cash and
    cash equivalents                                554,849        400,415
  Cash and cash equivalents:
       Beginning of period                          412,012        870,634
                                                 ----------     ----------
       End of period                            $   966,861    $ 1,271,049
                                                 ==========     ==========
  Supplemental disclosure of noncash
    investing and financing activities:
       Cash payments for:
            Interest                            $   252,539    $   142,972
           

            The accompanying notes to these financial statements are an
            integral part hereof.
</TABLE>
<PAGE>

                              HELP AT HOME, INC.
              NOTES TO THE UNAUDITED 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-KSB
  for the  fiscal  year  ended June  30,  1998  (1998 Form  10-KSB).    The
  following  Notes  to  the  Unaudited  Consolidated  Financial  Statements
  highlight significant  changes to  the Notes  included in  the 1998  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
  (HarrisBank), Chicago, IL.   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.) had a maximum  allowable loan  limit  of  $3.5 Million  or  75%  of
  eligible  accounts  receivable,  whichever  was  less.  An  October  1998
  transaction through which the Company  sold certain assets of  Homemakers
  of Montgomery, Inc. for $350,000 operated to reduce the maximum allowable
  loan limit to $3,150,000.  The  Company utilized 100% of the proceeds  of
  the Homemakers of Montgomery transaction to reduce its indebtedness under
  the credit facility as of October 9, 1998.

  Pursuant  to the terms of the  credit facility, the Company must,  during
  the life of  the loan  maintain defined tangible  net worth  of at  least
  $2,265,000 and a defined  current ratio of  no less than  1.25:1.  As  of
  June  30,  1998  the  Company  was  in  technical  default  relative   to
  maintenance of both  financial ratios. The  Company's lender declined  to
  waive the  technical  defaults,  but agreed  to  a  standstill  agreement
  through November 30, 1998. The Note became due on December 30, 1998.  The
  Company entered into  another standstill  Agreement with  Harris Bank  on
  April 8,  1999  which  ran  through  April 30,  1999.    The  Company  is
  continuing to work toward finalization of a replacement credit facility.
<PAGE>
  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.

  Termination and Benefits Agreements.  As  of October, 1997 the  Company's
  Compensation Committee established a termination and benefits policy with
  respect  to  key  executive  employees  which  provides  for  payment  of
  severance  and   benefits  to   promote   adherence  to   the   Company's
  non-competition policies in the event of involuntary termination  without
  cause and/or  a change  in control.   As  of March  1, 1998  the  Company
  entered into employment agreements with the Chief Operating Officer.   In
  the event of a change in control the maximum aggregate salary  commitment
  for these employees would be approximately $450,000.

  As of December 5, 1997 the Compensation Committee also approved a revised
  ten-year contract  for the  Chief Executive  Officer which  provides  for
  severance and  a one-time  change  of control  payment  in the  event  of
  involuntary termination  without  cause  or termination  arising  from  a
  change in the ownership  and/or management of the  Company.  Assuming  an
  effective  date  of  March  1,  1999,  the  maximum  aggregate  severance
  commitment pursuant  to this  contract  provision is  approximately  $2.5
  Million.  The  change of control  payment is defined  as an amount  equal
  to 10% of excess market capitalization  of the  Company on  the 30th  day
  following the change in control.  Excess market capitalization is defined
  as an amount equal to the Company's outstanding capital stock  multiplied
  by the closing per share price on the 30th day following the change  less
  $6 Million.

  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.

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

  OVERVIEW:


  Help at Home, Inc. (The "Company") provides general homemaker and respite
  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.   Help at Home  operates 28 locations in  Illinois,
  Missouri, Indiana,  Alabama,  Arkansas  and  Mississippi.    The  Company
  derives a significant portion of its revenues from 20 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's Board  of Directors  elected to  discontinue Medicare  home
  health operations and  adopted a  disposition plan  as of  June 30,  1998
  which calls for the sale or closure of the Company's Medicare home health
  agencies (Homemakers of  Montgomery, Inc., Lakeside  Home Health  Agency,
  Inc. [IL],  Lakeside Home  Health Agency,  Inc. [MO],  and Rosewood  Home
  Health, Inc.  In  connection with the  Company's decision to  discontinue
  Medicare home health  services, Lakeside  Home Health  Agency, Inc.  (IL)
  ceased operations as of August 31, 1998. Certain assets of Homemakers  of
  Montgomery, Inc.  were sold  as  of October  9,  1998 and  that  entity's
  patients  were  simultaneously transferred  to a non-affiliated provider.  
  Rosewood Home Health,  Inc. was  closed as of  October 30,  1998 and  its
  patients transferred to  another non-affiliated  provider. Lakeside  Home
  Health Agency Inc. (MO) was closed on December 15, 1998 and its  patients
  transferred to another non-affiliated provider. 

  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.
<PAGE>
  This report covers the Company's operations for the third quarter of  its
  1999 fiscal year which will end on  June 30, 1999.  References herein  to
  the third quarter  of 1999  are specifically  intended to  relate to  the
  quarter ended March 31,  1999, while references to  the third quarter  of
  1998 are specifically intended to relate  to the quarter ended March  31,
  1998.

<TABLE>

  THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED
  MARCH 31, 1998:
 

                 Alabama            Illinois        Missouri        Mississippi          Total
               1999   1998       1999     1998    1999    1998      1999   1998      1999     1998
               -----------      --------------    ------------    -------------     --------------      
<S>           <C>     <C>      <C>      <C>      <C>     <C>     <C>       <C>     <C>     <C>        
Revenues      $ 717   $854     $4,840   $3,746   $ 329   $ 213   $ 1,030   $922    $6,916  $ 5,735
Direct
 Costs          477    666      3,330    2,667     208     133       726    615     4,741    4,081
               -----------      --------------    ------------    -------------     --------------      
Gross
 Margin         240    188      1,510    1,079     121      80       304    307     2,175    1,654

Operating
 Expenses       119    249        729      707     116     165       228    366     1,192    1,487
               -----------      --------------    ------------    -------------     --------------      
Operating
 income
 (loss)         121    (61)       781      372       5     (85)       76    (59)      983      167

Discontinued
 Operations:
 Gain (loss)
  from ops               7                 (25)              2                                 (16)
Net Gain
 (loss)        $121   ($54)      $781     $347      $5    ($83)     $ 76   ($59)     $983     $151
               -----------      --------------    ------------    -------------     --------------      
Total
 Assets      $2,122 $3,380     $5,233   $4,405    $688    $240    $1,518 $2,090    $9,561  $10,115
               -----------      --------------    ------------    -------------     --------------      

</TABLE>
<PAGE>
<TABLE>

  Reconciliation of segments' operating income to the consolidated net gain
  (loss) is as follows:
                                                  1999            1998
                                                  ----            ----
  <S>                                            <C>             <C> 
  Segments' operating income                     $ 983           $ 151

  Plus:
        Nonoperating Income                          3             591
  Less:
        Income tax expense                          87            (187)
        Corporate overhead expense                 768             834
                                                  ----            ----
        Net income (loss)                        $ 131           $  95
                                                  ----            ----

  Reconciliation of segments' total assets to consolidated net assets
  is as follows:
                                                March 31        March 31
                                                  1999            1998 
                                                ------          ------
  <S>                                          <C>             <C>
  Segments Total Assets                        $ 9,561         $10,115
  Plus:    
    Corporate/support entities' total assets     1,252           1,602
                                                ------          ------
       Total Assets                            $10,813         $ 1,717
                                                 -----          ------

</TABLE>

  Client Service Revenue: Revenues derived  from services to the  Company's
  clients for the three months ended  March 31, 1999 grew to  approximately
  $6.9 Million reflecting an increase of $1.2 Million or 21% over the third
  quarter of fiscal 1998.

  Approximately $6.1 Million,  or 88%, of  the Company's  revenues for  the
  third quarter of 1999 were derived  from contracts pursuant to which  the
  Company provides custodial services  to clients in  their homes. For  the
  same quarter of fiscal 1998,  contract services represented $5.0  Million
  or 80% of total revenues. Approximately $816,129 or 12%, of the Company's
  third  quarter  1999   revenue  was  derived   from  commercial   payors,
  institutional staffing  arrangements,  and private  pay  arrangements  as
  compared to $790,000 or 13% for the same quarter of 1998.

  A comparison of  the third quarter  of fiscal 1999  as contrasted to  the
  same period in fiscal 1998, by  state, shows the greatest revenue  growth
  ($1.1 Million or 30%) in Illinois,  followed by Mississippi ($108,000  or
  10%) and Missouri ($109,000  or  50%).    Alabama  revenues  declined  by
  $137,000 or  16% from  1998 to  1999  due to  the Company's  decision  to
  consolidate  offices  and/or  de-emphasize  services  in  certain   rural
  markets.
<PAGE>
  Approximately 57%  ($707,000)of the  fiscal 1999  growth in  revenue  was
  derived from services provided to clients  of the Illinois Department  on
  Aging ("IDOA"). Services to IDOA client  amounted to 59% of  consolidated
  revenues for both quarters.  The Company realized, as of July 1, 1998,  a
  9.5% rate increase for all services provided to IDOA clients.

  Direct Costs of Providing Services: Direct costs of providing services to
  clients, comprised entirely of wages and  related expenses paid to  field
  staff members, were  $4,742,000 (68% of  revenues) for  the three  months
  ended March  31, 1999  versus $4,080,000  (71% of  revenues) for the same
  quarter one year earlier. The increase of $722,000 (18%) is  attributable
  to the increase in service volume  during the quarter and an increase  in
  wages to the Chicago field workers as  a result  of their new  collective
  bargaining agreement. A comparison of direct costs by segment shows that,
  as a percentage of revenues, Illinois  direct costs were 68% of  revenues
  as compared to  71% for the  same quarter one  year earlier  due to  rate
  increases which were only partially  offset by wage adjustments.  Alabama
  direct costs  were 67%  for the  1999  quarter compared  to 77%  for  the
  corresponding quarter in 1998.  The 6% improvement in performance is  the
  direct result  of the  Company's imposition  of a  wage limit  for  field
  workers employed  in   that state.   Missouri  direct costs  were 62%  of
  revenues for the quarter ended March 31, 1999 versus 60% of revenues  for
  the same  quarter one  year earlier  with  the increase  attributable  to
  competitive wage rate increases for services  to clients of the  Missouri
  Department on Aging.  Mississippi direct  costs were 72% of revenues  for
  the 1999 quarter versus 65% for the same quarter in fiscal 1998.  The  7%
  increase is  attributable  to  higher  wage  rates  for  new  Mississippi
  Medicaid Waiver business acquired by the Company in the fall of 1998.

  The gross margin on  services grew by $457,000  in 1999 and reached  $2.2
  Million as compared to $1.7 Million for the same quarter in fiscal  1998.
  Gross margin  contributions  by  state include  $1,510,000  for  Illinois
  (compared to $1,079,000  for the same  quarter last  year), $240,000  for
  Alabama (as  compared  to  $188,000 for  the  same  quarter  last  year),
  $121,000 for Missouri (as compared to  $80,000 for the same quarter  last
  year) and $304,000 for Mississippi (as compared to $307,000 for the  same
  quarter last year).

  Selling, General and Administrative Expense: Overall selling, general and
  administrative expenses decreased slightly for the third quarter of  1999
  at $1,960,000.   Certain administrative expense  reductions amounting  to
  approximately $214,000 were  mostly offset by  increases in interest  and
  other nonoperating expense.

  Selling, general and  administrative expense  for the  second quarter  of
  fiscal 1999 represented 28%  of revenues as compared  to 38% of  revenues
  for the  same quarter  in fiscal  1998.   The  proportionate  improvement
  enabled a pre-tax income contribution of  $218,000 versus a pre-tax  loss
  of $78,736 on continuing operations for the same quarter last year.
<PAGE>
  Administrative salaries  and  benefits  decreased  by  $193,000  for  the
  quarter to  $980,000  versus $1,173,000  for  the same  period  one  year
  earlier.  The decrease is attributable to corporate support staff expense
  reductions and elimination of certain administrative positions in Alabama
  due to consolidation of offices. Professional fees and insurance expenses
  grew by $79,000 to  $198,544 during the quarter  due primarily to  higher
  insurance premiums as a result of expansion. Occupancy expenses increased
  from $236,000 to $276,000  with the entirety of  the increase due to  new
  locations in Arkansas, Kansas City and St. Joseph, Missouri.  Travel  and
  entertainment expenses were reduced by  $50,000 during the third  quarter
  of 1999, moving from $89,000 to 39,000, with the entirety of the decrease
  attributable to savings in corporate travel expenses.  Bad debt  expenses
  increased by  $17,000 from  $87,000 to  104,000 due  entirely to  service
  volume increases which form the basis for calculation of bad debt expense
  reserves.  Depreciation and amortization expense decreased by $34,000  to
  $22,000 for  the quarter  largely as  a result  of the  write-off of  the
  Oxford companies' goodwill as of June 30, 1998.

  With respect to  the Company's identified  segments, Illinois  operations
  experienced  a $22,000 increase in overall operating expenses which  grew
  from $707,000 to $729,000 quarter to quarter.  The entirety of the growth
  is due  to  expansion  in  new markets  plus  service  volume  growth  in
  established  locations.     Alabama  operating   expenses  decreased   by
  $130,000 from 1998 to 1999 due to the imposition of cost cutting measures
  in virtually  all of  the Alabama  offices during  the third  quarter  of
  fiscal 1998.  Missouri  operating expenses decreased  by 29% ($165,000 in
  1998 to $116,000)  in the third quarter  of  1999  compared to  the  same
  quarter in 1998  due to the  reduction of administrative personnel in the
  two  new offices in  Kansas  City  and St. Joseph.  Mississippi operating
  expenses decreased from  $366,000 to  $228,000 during 1999 reflecting the
  closure of low volume offices in that state.

  Earnings: Net income of $131,000 in the third quarter of 1999 compares to
  a net income  of 95,000 for  the same quarter  last year.   Earnings  per
  share  of  common  stock   were  $.07  and   $(.05)  for  the   quarters,
  respectively.    The  EPS  calculation  is  based  on  the  computational
  guidelines for  earnings  per share  information  contained in  the  FASB
  Statement of Financial Accounting Standards No. 128, "Earning Per Share."
  The  Company  has  1,869,375  shares  of  Common  Stock  outstanding  and
  1,710,000 Warrants outstanding.

<PAGE>
<TABLE>

  NINE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE NINE MONTHES ENDED
  MARCH 31, 1998.

                  Alabama           Illinois        Missouri        Mississippi           Total
                1999   1998      1999     1998    1999    1998      1999   1998       1999     1998
               -------------    --------------    ------------    ---------------     --------------
<S>           <C>     <C>      <C>      <C>      <C>     <C>     <C>       <C>       <C>     <C>
Revenues      $2,445  $2,859   $14,285  $11,126  $967    $ 624   $2,870    $2,278    $20,567 $16,887
 Direct
 Costs         1,726   2,301     9,619    7,669   593      385    2,052     1,502     13,990  11,857
               -------------    ---------------   ------------    ---------------     -------------- 
Gross
 Margin          719     558     4,666    3,457   374       23      818       776      6,577   5,030

Operating
 Expenses        387     664     2,418    2,246   343      269      834       994      3,982   4,173
               -------------    ---------------   ------------    ---------------     --------------
Operating
 income
 (loss)          332    (106)    2,248    1,211    31      (30)     (16)     (218)     2,595     857

Discontinued
 Operations:
 Gain (loss)
  from ops         0      78         0      (44)    0        2        0         0          0      36
Net Gain
 (loss)       $  332  $   28   $ 2,248   $1,167  $ 31    $ (28)  $  (16)   $ (218)   $ 2,595 $   893
               -------------    ---------------   ------------    ---------------     --------------
Total
 Assets       $2,122  $3,380   $ 5,233   $4,405  $688    $ 240   $1,518    $2,090    $ 9,561 $10,115
               -------------    ---------------   ------------    ---------------     --------------
         

</TABLE>
<PAGE>
<TABLE>


  Reconciliation of segments' operating income to the consolidated net gain
  (loss) is as follows:


                                                   1999            1998
                                                  ------          ------
  <S>                                            <C>             <C> 
  Segments' operating income                     $ 2,595         $   742

  Plus:
        Nonoperating income                            3             591

  Less:
        Income tax expense                            87            (339)
        Corporate overhead expense                 2,143           2,149
                                                  ------          ------
  Net income (loss)                              $   368         $  (326)
                                                  ------          ------


  Reconciliation of segments' total assets to consolidated net assets
  is as follows:
                                                March 31        March 31
                                                  1999            1998 
                                                ------          ------
  <S>                                          <C>             <C>
  Segments Total Assets                        $ 9,561         $10,115

  Plus:    
  Corporate/support entities' total assets       1,252           1,602
                                                ------          ------
   Total Assets                                $10,813         $11,717
                                                ------          ------



  Client Service Revenue: Revenues derived  from services to the  Company's
  clients for the nine  months ended March 31,  1999 grew to  approximately
  $20.6 Million reflecting  an increase  of $3.8  Million or  23% over  the
  first three quarters of fiscal 1998.

  Approximately $18.2 Million, or  88%, of the  Company's revenues for  the
  first nine months of 1999 were  derived from contracts pursuant to  which
  the Company provides custodial  services to clients  in their homes.  For
  the same quarters  of fiscal  1998, contract  services represented  $14.4
  Million or 83% of total revenues.  Approximately $816,000 or 12%, of  the
  Company's 1999 revenue was derived from commercial payors,  institutional
  staffing arrangements, and private pay  arrangements as compared to  $2.4
  Million or 14% for the same quarter of 1998.
<PAGE>
  A comparison of the first nine months of fiscal 1999 as contrasted to the
  same period in fiscal 1998, by  state, shows the greatest revenue  growth
  ($2.9 Million or 28%) in Illinois,  followed by Mississippi ($592,000  or
  26%) and Missouri ($343,000  or  55%).    Alabama  revenues  declined  by
  $414,000 or  14% from  1998 to  1999  due to  the Company's  decision  to
  consolidate  offices  and/or  de-emphasize  services  in  certain   rural
  markets.

  Approximately 57% ($2,500,000) of the fiscal 1999 growth in  revenue  was
  derived from services provided to clients  of the Illinois Department  on
  Aging ("IDOA"). Services to IDOA client  amounted to 59% of  consolidated
  revenues for the nine months ended March 31, 1999.  The Company realized,
  as of July 1, 1998, a 9.5% rate increase for all services
  provided to IDOA clients.

  Direct Costs of Providing Services: Direct costs of providing services to
  clients, comprised entirely of wages and  related expenses paid to  field
  staff members, were $14.0 Million (68%  of revenues) for the nine  months
  ended March 31, 1999 versus $11.9  Million (69% of revenues)for the  same
  period  one  year  earlier.  The  increase  of  $2.1  Million  (18%)   is
  attributable entirely  to  the  increase in  service  volume  during  the
  quarter.   A comparison  of direct  costs  by segment  shows that,  as  a
  percentage of revenues,  Illinois direct costs  were 67%  of revenues  as
  compared to 69%  for the  same period  one year  earlier.  Alabama direct
  costs were 71% for 1999 compared to 80% for the corresponding nine  month
  period in 1998.  The 10% improvement in performance is the direct  result
  of the Company's imposition of a wage limit for field workers employed in
  that state.   Missouri direct  costs were 60%  of revenues  for the  nine
  months ended March  31, 1998  versus 61% of  revenues for  the same  nine
  month period  one year  earlier. Mississippi  direct  costs were  72%  of
  revenues for 1999 versus 65% for the same three quarters in fiscal  1998.
  The  7% increase is attributable to higher wage rates for new Mississippi
  Medicaid Waiver business acquired by the Company in the fall of 1998.

  The gross margin  on services grew  by $1.6 Million  in 1999 and  reached
  $6.6 Million as  compared to  $5.0 Million for  the same  nine months  in
  fiscal 1998.  Gross  margin contributions by  state include $4.8  Million
  for Illinois  (compared to  $3.6 for  the same  nine months  last  year),
  $720,000 for Alabama (as  compared to $555,000 for  the same period  last
  year), $379,500 for Missouri (as compared to $238,500 for the same period
  last year) and $513,000 for Mississippi (as compared to $703,500 for  the
  same period last year).

  Selling, General and Administrative Expense: Overall selling, general and
  administrative expenses  remained essentially  flat at  $6.0 Million  for
  both nine month periods.

  Selling, general and  administrative expense  for the  nine months  ended
  December 31,  1998 represented  30% of  revenues as  compared to  36%  of
  revenues  for  the  same  nine  month   period  in  fiscal  1998.     The
  proportionate  improvement  enabled  a  pre-tax  income  contribution  of
  $583,060 versus a pre-tax loss of $(741,909) on continuing operations for
  the same nine months last year.
<PAGE>
  Administrative  salaries   and   benefits  associated   with   continuing
  operations decreased by $233,000 for the nine months to $3,134,884 versus
  $3,367,884 for  the  same period  one  year  earlier.   The  decrease  is
  attributable to corporate support staff expense reductions ($221,000) and
  elimination  of  certain  administrative  positions  in  Alabama  due  to
  consolidation of offices ($87,000)and staff growth in Illinois  ($75,000)
  due to  establishment of  new offices  and volume  growth in  established
  locations. Professional fees and insurance  expenses grew by $175,500  to
  $394,500 during the  nine months due  to higher insurance  premiums as  a
  result of  expansion  and fees  associated  with routine  legal  matters.
  Occupancy expenses increased from $711,000 to $784,000 with the  entirety
  of the increase  due to new  locations in Arkansas,  Kansas City and  St.
  Joseph, Missouri.   Travel  and entertainment  expenses were  reduced  by
  $109,500 during the first  nine months of 1999,  moving from $270,000  to
  $160,500, with the entirety  of the decrease  attributable to savings  in
  corporate travel expenses.  Bad debt  expenses increased by $52,500  from
  $252,000 to 304,500 due entirely to  service volume increases which  form
  the basis for calculation of bad debt expense reserves.  Depreciation and
  amortization expense decreased by $84,000 to $69,000 for the nine  months
  due to the  write-off of the  Oxford companies' goodwill  as of June  30,
  1998.

  With respect to  the Company's identified  segments, Illinois  operations
  experienced a $105,000 increase in overall operating expenses which  grew
  from $756,000 to $891,000 for the  nine months ended March 31, 1999.  The
  entirety of the growth  is due to expansion  in new markets plus  service
  volume growth  in  established  locations.   Alabama  operating  expenses
  decreased by $228,000  from 1998 to  1999 due to  the imposition of  cost
  cutting measures in virtually all of the Alabama offices during the third
  quarter of fiscal  1998.  Missouri  operating expenses  increased by  92%
  (66,000 in 1998  growing to  $115,000)  in  the third quarter of 1999 due
  to the addition of  two  new  offices  in Kansas  City  and  St.  Joseph.  
  Mississippi operating expenses  decreased by $45,000  to $907,500  during
  the first  nine months  of  1999 reflecting  the  closure of  low  volume
  offices in that state.

  Earnings: Net income of $422,000 for the nine months ended March 31, 1999
  compares  to a  net loss of  $(325,777) for  the  same nine month  period
  last year.  Earnings per share  of common stock were  $.05 and $(.17) for
  the  quarters, respectively.   The  EPS  calculation  is  based  on   the
  computational guidelines for earnings per share information contained  in
  the FASB Statement  of Financial Accounting  Standards No. 128,  "Earning
  Per Share."  The Company has 1,869,375 shares of Common Stock outstanding
  and 1,710,000  Warrants outstanding  as a  result of  its initial  public
  offering.

  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 1998  on approximately $1.9  Million of new  borrowings
  under its existing credit facility to  augment cash flow from  operations
  for business expansion.   The  Company's secured  debt obligations  total
  approximately $2.6 Million as of March 31, 1999.  Total long-term debt as
  of March  31, 1998  totaled approximately  $2.8 Million.   Total  working
  capital stood at $1.7 Million as of March 31, 1999 versus $2.1 Million as
  of the same date in 1997.
<PAGE>
  The Company, as of March 31,  1999, was in technical default relative  to
  two financial ratios  enumerated in the  loan agreement  for its  secured
  bank debt of $2.6 Million. At March 31, 1999 the loan agreement  required
  that the Company's current ratio be  maintained at a level of 1.25:1  and
  tangible net worth equal at least $2,625,000.  As of March 31, 1999,  the
  current ratio (as defined in the loan agreement) was 1.23:1 and  tangible
  net worth stood at  $2.1 Million.  The  Company's lender has declined  to
  waive the  technical  defaults  as noted,  but  agreed  to  a  standstill
  agreement effective  through  April  30,  1999.    While  the  standstill
  agreement has expired, the Company is continuing to work with its  lender
  to  effectuate  replacement    The  Company  believes  that  it  will  be
  successful in closing a  replacement credit facility  by within 30  days;
  however, there can be no assurance  as to what action its current  lender
  will take  in  the  event  an  alternate  financing  arrangement  is  not
  obtained.

  Cash provided by operations  in 1999 was  $989,912 versus an  operational
  cash deficit of $(1,188,146) for the same quarter in fiscal 1998. 

  The Company had approximately  $966,861 of cash on  hand as of March  31,
  1999  as  contrasted  to $1,271,049 of  cash on hand  at March  31, 1998.  
  Based on the Company's operating projections, cash flows from established
  operations should  be  sufficient  to fund  existing  business  locations
  during the remainder of the fiscal  year.  Proceeds realized from  future
  sales of discontinued operations  may be used  to augment operating  cash
  flows and bolster the Company's overall cash position.

  The Company presently has 1,638,750 Warrants outstanding with an exercise
  price of $6.00.   The  Warrants can  be exercised  at any  time prior  to
  December 5,  2005  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 could 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 May 12, 1999,  the
  closing price of the Common Stock on the NASDAQ Stock Market was $1.44.

<PAGE>
  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.
   

  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.

  On December 23, 1998 the Company held its annual meeting of  shareholders
  to elect a Board of Directors for the ensuing year. No other business was
  transacted at the meeting.

  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:          May 14, 1999   /s/ Louis Goldstein     
                                              Louis Goldstein
                                              Chairman/CEO

            Date:          May 14, 1999   /s/ Joel Davis
                                              Joel Davis
                                              President/C.O.O


</TABLE>