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 September 30, 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 November 5, 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 September 30, 1997                   1

          Consolidated Statements of Income
          for the three month periods ended
          September 30, 1996 and 1997                            2

          Consolidated Statements of Cash Flows
          for the three month periods ended
          September 30, 1996 and 1997                            3

          Notes to the Consolidated Financial Statements         4

ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS          5

PART II:  OTHER INFORMATION                                     14       
                              

ITEM 1    LEGAL PROCEEDINGS                                     14

ITEM 2    CHANGES IN THE RIGHTS OF THE COMPANY'S                
          SECURITY HOLDERS                                      14 
                                                                
ITEM 3    DEFAULTS UPON SENIOR SECURITIES                       14

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF
          SECURITY HOLDERS                                      14

ITEM 5    OTHER INFORMATION                                     14

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                      14

          SIGNATURES                                            15
<PAGE>
<TABLE>
                              HELP AT HOME, INC.
                       Consolidated Balance Sheet
                                             September 30       June 30
                                                  1997           1997
                                              (Unaudited)      (Audited)
                                 Assets
<S>                                          <C>            <C>
Current Assets:
     Cash and cash equivalents               $    453,012   $    870,634
     Accounts receivable (net of
        allowance for doubtful accounts of
        $261,000 and $167,000, respectively)    5,619,982      5,055,469
     Prepaid expenses and other                   239,348        154,774
     Federal income tax receivable                315,562        281,052
     Deferred income taxes - current              164,150        119,000
                                             ------------   ------------
          Total current assets                  6,792,054      6,480,929
     Furniture and equipment, net                 466,159        474,979
Other Assets:
     Due from officer                             124,974        121,564
     Goodwill (net of amortization of
        $188,000 and $154,000, respectively)    2,367,740      2,401,816
     Other assets                                  88,275         88,275
                                             ------------   ------------
     Total other assets                         2,580,989      2,611,655
                                             ------------   ------------
     Total Assets                            $  9,839,202   $  9,567,563
                                             ============   ============
                               Liabilities
Current Liabilities:
     Accounts payable                        $    800,841   $    685,466
     Accrued expenses                           1,340,349      1,142,735
     Due to third party payors                    364,436        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             4,184,054      3,655,459
     Deferred income taxes - noncurrent           206,948        242,000
     long-term debt, less current portion         155,350        162,475
                                             ------------   ------------
     Total Liabilities                          4,546,352      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                               1,561,056      1,775,835
                                             ------------   ------------
     Total Stockholders  Equity                 5,292,850      5,507,629
                                             ------------   ------------
     Total Liabilities and 
        Stockholders  Equity                 $  9,839,202   $  9,567,563
                                             ============   ============
           The accompanying notes to these financial statements
                      are an integral part hereof.
</TABLE>
<PAGE>
<TABLE>

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

                                         Three Months Ended September 30
                                                1997           1996
<S>                                          <C>            <C>
     Service fees                            $  6,192,975   $ 4,759,894

     Direct costs of services                   4,231,881     3,156,384
                                             ------------   -----------

     Gross margin                               1,961,094     1,603,510


     Selling, general and
        administrative expenses                 2,250,109     1,324,673
                                             ------------   -----------

     (Loss) Income from operations               (289,015)      278,837

     Interest (expense) income                    (29,058)       21,254
                                             ------------   -----------

     (Loss) income before income taxes           (318,073)      300,091

     Federal and state income taxes              (103,293)      127,000
                                             ------------   -----------

     Net (Loss) Income                       $   (214,780)  $   173,091
                                             ============   ===========

     Earnings per common share:              
          Primary                            $       (.11)  $       .09
          Fully diluted                      $       (.02)  $       .07
     Weighted average number of shares:
          Unadjusted                             1,869,375    1,869,375
          Fully diluted                          3,799,375    3,508,125


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

                                        Three Months Ended September 30
                                             1997            1996
<S>                                          <C>            <C>
Cash flows from operating activities:
     Net (Loss) Income                       $   (214,780)  $   173,091
     Non cash changes in net (loss)income:
          Depreciation                             36,207        32,288
          Amortization                             34,076        35,800
          Deferred income taxes                   (80,202)        2,000
     Changes in:
          Accounts receivable                    (564,513)     (210,591)
          Prepaid expenses and other              (84,575)      (63,087)
          Accounts payable                        115,376          (576)
          Other current liabilities               197,615       297,240
          Due to third-party payors               125,000             0
          Current income taxes                    (34,510)     (541,000)
                                             ------------   -----------
     Net cash used in operating activities       (470,306)     (273,835)

Cash flows from investing activities:
     Acquisition of property                      (27,387)        7,309
     Increase in shareholder loan                  (3,410)       (6,528)
     Increase in other investments                      -       (65,163)
                                             ------------   -----------
     Net cash used in investing activities        (30,797)      (64,382)

Cash flows from financing activities:
     Proceeds from long-term debt                 100,000             -
     Repayment of long-term debt                  (16,519)     (418,890)
                                             ------------   -----------
     Net cash provided by (used in)
        financing activities                       83,481      (418,890)
                                             ------------   -----------
Net decrease in cash and cash equivalents        (417,622)     (757,107)

Cash and cash equivalents:
     Beginning of period                          870,634     2,734,705
                                             ------------   -----------
     End of period                           $    453,012   $ 1,977,598
                                             ============   ===========

Supplemental disclosure of noncash investing
   and financing activities:
     Cash payments for:
          Interest                           $     12,199   $    10,741
          Income taxes                             11,400       666,666

      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 10-
KSB  for  the  fiscal  year ended June 30, 1997 (1997 Form 10-KSB).  The
following  Notes  to  the Unaudited  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 Consoli-
dated 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

Principal outstanding on the Company's revolving credit facility, due on
September  30,  1998,  was  increased  to the $1 Million borrowing limit
during  the  first  quarter of fiscal 1998.  The loan, collateralized by
the  assets  and  capital  stock of Help at Home, Inc. (Illinois) was in
technical  default  as  of  September  30, 1997 with respect to the loan
covenant  requiring  maintenance  of a current ratio of at least 1.75:1.
The Company's current ratio, as of September 30, 1997, was l.6:1.

Note 3:   Commitments and Contingencies

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

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 allowable 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:
<PAGE>
          Lakeside Home Health Agency, Inc.(MO)   $ 15,117
          Rosewood Home Health, Inc.                22,479
          Homemakers of Montgomery, Inc.           326,840
                                                  --------
          Total                                   $364,436
                                                  ========

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 will, when activated by the Alabama State Health
Planning and Development Agency, allow 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  and  should not  be  affected,  as a  result,  by  the six-month
moritorium  on  certification  of  new  home  health  agencies announced
by President Clinton in September 1997. 

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 held to a minimum pending further
notification of Lakeside IL's provider status.

Termination and Benefits Agreements. As  of  October  1997 the Company's
Compensation Committee established  a termination  and  benefits  policy
with  respect to certain key  employees which provides  for  payment  of
severance and benefits in the event of involuntary  termination and/or a
change in control.  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 incurred after  September 30, 1997 (and
related  to the period  then ended)  and available  reserves will not be
material.
<PAGE>
Note 5:   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:

Help  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.

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 first quarter of its
1998 fiscal year which will end  on June 30, 1998.  References herein to
the first quarter  of  1998 are  specifically intended  to relate to the
quarter ended September 30,  1997, while references to the first quarter
of  1997  are specifically  intended  to  relate  to the  quarter  ended
September 30, 1996.
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 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:

           Alabama         Illinois     Missouri   Mississippi         Total
          1997   1996     1997  1996    1997 1996   1997   1996     1997   1996

Revenue   $1,497 $  928  $3,795 $3,028  $296 $205   $605   $599    $6,193 $4,760
Direct
   Costs   1,130    553   2,521  2,072   183  135    397    396     4,231  3,156
           ------------  -------------  ---------   -----------    -------------
Gross 
   Margin    367    375   1,274    956   113   70    208    203     1,962  1,604
Operating
   Expenses  456    506     816    412   102   60    266    126     1,640  1,103
           ------------  -------------  ---------   -----------    -------------
Operating
   Income
   (Loss) $(  89)$ (131) $  458 $  544  $ 11 $ 10   $(58) $  77    $ 322  $  501
          ============= ============== ==========   ===========    =============


Total 
   Assets $3,250 $2,051  $3,760 $4,194 $ 115 $227 $1,552 $1,264    $8,677 $7,736
          =============  ============= ========== =============    =============


Reconciliation  of segments'  operating income to Consolidated Net Income
(Loss) is as follows:                                       
                                                  1997           1996

          Segments'  Operating Income             $ 321           $ 500

          Less:
             Income tax (benefit) expense          (103)            127
             Corporate overhead expense             639             200
                                                   ----           -----
          Net (Loss) Income                       $(215)          $ 173
                                                  =====           =====

Reconciliation  of  segments'  total assets to Consolidated Assets is
as follows:

          Segments'  Total Assets                  $8,677         $7,736

          Plus:
             Corporate/support entities 
                Total Assets                       1,162            947
                                                  ------         ------
                                                  $9,839         $8,683
                                                  ======         ======
<PAGE>
Client Service Revenue:  Revenues derived from services to the Company's
clients   for  the  three  months  ended  September  30,  1997  grew  to
approximately $6.2 Million reflecting an increase of $1.4 Million or 30%
over  the  same  quarter  of  the  previous  fiscal year.  Custodial and
homemaker  services  accounted  for  approximately $1.3 Million (93%) of
the   revenue  growth  while  the  bulk  ($93,000)of  the  remaining  7%
($100,000)  came  from  increased  services to Medicare beneficiaries. A
comparison of the first quarter of fiscal 1998 as contrasted to the same
period  in  fiscal  1997  by  state,  shows  the greatest revenue growth
($767,000 or 25%)  in Illinois  followed  by Alabama ($569,000  or 61%),
Missouri  ($92,000  or  45%) and  Mississippi  ($6,000  or  1%).  Of the
Company's  first  quarter  1998 revenues, approximately $3,273,000 (53%)
was realized through 15  service contracts  with the Illinois Department
on Aging as compared to $2,503,000 (53%) the previous year.    Homemaker
services  reimbursed  through  other  state,  regional and/or  municipal
sources represented $1,380,000 or 22% of total 1998 revenues as compared
to $1,500,000 (31%) during  the  previous  year.  The  decline  in  this
revenue  category is attributable to decreased budget appropriations for
agencies  associated with the City of Chicago which were  not  offset by
growth among similar contracts in other areas. The remaining  $1,541,000
(25%) of the Company's first quarter 1998 revenue came from the Medicare
program and other commercial/private pay sources as compared to $757,000
(16%) for this category during the same quarter of the previous year. On
a stand-alone basis, Medicare revenues constituted 13% of total revenues
during  the  first  quarter of 1998  ($799,000) as opposed to 15% in the
first quarter of 1997 ($706,000).

Direct  Costs of Providing Services:  Direct costs of providing services
to  clients,  comprised  entirely  of wages and related expenses paid to
field  staff members, increased by 34% ($1,075,000) to $4,232,000 in the
first  quarter  of fiscal 1998 and constituted 68% of revenues.  Overall
direct costs, as a percentage of revenues, increased by 2% for the three
months  ended  September  30,  1997.    A  comparison of direct costs by
segment  shows  that,  as  a percentage of revenue, first quarter direct
costs  rose  to  75%  in Alabama as compared to 60% for the same quarter
last  year.   The proportionate increase in direct costs attributable to
Alabama  operations was offset by a 2% and 4% proportionate reduction of
direct  costs in Illinois and Missouri, respectively, due, primarily, to
rate increases which took effect after September 30, 1996.  However,  in
Illinois and Missouri operations  were affected  by  the increase in the
Federal  minimum  wage  which  was  implemented as of September 1, 1997.
Direct  costs  associated  with  provision   of  services  to  Medicare
beneficiaries  dropped,  as  a  percentage  of  revenue,  from 52% as of
September 30, 1996 to 51% as of the same date in 1997.  

The  gross  margin  on  services  grew  by  22%  or $358,000 and reached
$1,961,000  for  the  quarter  ended  September  30, 1997 as compared to
$1,604,000 as of September 30, 1996. Gross margin contributions by state
include  $1,274,000  for  Illinois (as compared to $956,000 for the same
quarter  in 1996), $367,000 for Alabama (as compared to $375,000 for the
same quarter in 1996), $208,000 for Mississippi (as compared to $203,000
for  the same quarter in 1996) and $113,000 for Missouri (as compared to
$70,000 for the same quarter in 1996).

Selling,  General  and  Administrative  Expense:  The  increase  in  the
Company's gross margin was more than offset by a $976,000 (75%) increase
in  selling,  general  and  administrative  costs which caused operating
expenses to grow from $1,303,000 in the first quarter of 1997 to 
$2,280,000 during the first quarter of 1998.
<PAGE> 
Selling,  general  and  administrative  expense for the first quarter of
fiscal  1998  represented 37% of revenues as compared to 27% of revenues
for  the  corresponding  quarter  in  fiscal  1997.    The  increase  of
administrative  expenses resulted  in the  first  quarter  1998  loss of
$215,000  as  compared  to  a  first  quarter  1997  profit of $173,000,
producing a quarter to quarter negative variance of $388,000.

Administrative  salaries and benefits grew from $789,000 as of September
30,  1996  to  $1,203,000  for  the  quarter  ended  September 30, 1997.
Expenditures  associated with growth of the Company's corporate staff in
the amount of $153,000 were offset by reductions of similar positions in
the Oxford companies amounting to $78,000.  The remainder of the overall
growth  in  administrative  salaries  and  benefits   is,   essentially,
attributable  to  Help at Home (IL) which incurred $328,000 of increased
staffing expense in fiscal 1998 as compared to the same period in fiscal
1997.    Salaries  and  benefits  comprised  19%  and  17% of associated
revenues in fiscal 1998 and 1997, respectively.

Professional  fees and insurance grew from $55,000 for the quarter ended
September  30,  1996  to  $176,000 for the quarter ended one year later.
Approximately  $30,000  of  the  $121,000 increase is related to ongoing
litigation  brought  by  the  estate  of  the former owner of the Oxford
companies (as more fully  disclosed  in Part  II.,  Item 1, hereof). The
remaining  increase of $91,000 stems from increased insurance costs  and
routine  legal  fees  associated  with  the  Company's  ongoing affairs.
Professional and legal fees grew, as a percentage of revenue, from 1% to
3% for the quarter ended September 30, 1997.

Occupancy  and  general office expenses realized in the first quarter of
fiscal  1998  increased by $173,000 (from $286,000 to $459,000) over the
same  quarter a year earlier.  Approximately $143,000 of the increase is
attributable  to the Company's new offices in Mississippi ($104,000) and
opening of four new offices in Illinois ($38,000).  The remainder of the
increase is attributable to expansion of the Company's corporate offices
($26,000)  and  overall  increases  in  the  cost  of supplies and minor
equipment.    Occupancy  costs grew, as a percentage of revenue, from 6%
for the quarter ended September 30, 1996 to 7% as of September 30, 1997.

Travel  expenses  grew from $58,000 to $91,000 during the quarters ended
September  30, 1996 and 1997, respectively.  The entirety of the $33,000
( 56 %)   increase  stems  from  efforts  to  develop  new  business  in
Mississippi.

Advertising  and  promotional  expense  grew from $60,000  for the first
quarter  of  1997 to  $157,000  for  the  first  quarter of fiscal 1998.
Approximately $75,000 of the $97,000 increase  stems from new   business
development among the Oxford companies' locations. The remaining $22,000
of  growth  is  attributable  to  the  new office locations in Illinois.
Advertising  and  promotional  expenses  represented  1%  of revenue  in
fiscal 1997 versus  3% of  revenue generated during the first quarter of
1998.

Interest  expense increased by $61,000, quarter to quarter, due entirely
to  diminishment  of  the Company's cash reserves on deposit in interest
bearing   accounts  together  with  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 $87,000 to
$95,000  for  the  quarter ended September 30, 1997 due to the Company's
decision to routinely increase its bad debt reserves.
<PAGE>
With  respect  to the Company's identified segments, Illinois operations
realized  increased  selling,  general  and  administrative  expenses of
$404,000 as operating expenses grew from $412,000 to $816,000.  The bulk
of  the  increase ($327,000) is attributable to growth in administrative
salaries.  Alabama operating expenses declined by $50,000 (from $506,000
to $456,000) due to the elimination of certain administrative  positions
in the second quarter of fiscal 1997.  Mississippi selling, general  and
administrative expenses increased by $140,000 from $126,000 to  $266,000
due to the addition of new offices in that  state.    Missouri  selling,
general and administrative expenses increased  by  $42,000 from  $60,000
to  $102,000  due to  revenue increases  that  necessitated more  staff.
Operating expenses associated with the corporate  offices  increased  by
$439,000,  moving from  $200,000 to  $639,000  for  the  quarter   ended
September 30,1997.  Approximately  $154,000 of  the  increase comes from
additional  salary  expense, $89,000 from  professional  fees/insurance,
$41,000 from travel expenditures, $16,000 from advertising and promotion
efforts related to  development of Mississippi operations, $28,000  from
occupancy expenses and $66,000 from non-cash expenses and interest.

Earnings:  The  net loss of $215,000 in the first quarter of fiscal 1998
compares  to  net income of $173,000 for the quarter ended September 30,
1996.    Earnings  per  share  of  common  stock  were  $(.11)  and $.09
(unadjusted)  for the quarters, respectively.  On a fully diluted basis,
1998  and  1997  earnings  per share were $(.02) and $.07, respectively,
based  on 3.8  Million  and  3.5  Million shares, respectively.  The EPS
calculation  is  based  on  the  modified  treasury  method of computing
earnings.  The Company has 1,710,000 warrants outstanding as a result of
its initial public offering, 71,250 of which are underwriter's warrants.

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   quarter  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  intends  to  secure expansion capital by
financing certain of its receivables.  The Company's net working capital
as  of  September  30,  1997  stood at $2,608,000.  The ratio of current
assets to current liabilities as of September 30, 1997 was 1.6:1.
<PAGE>
The  Company' s  indebtedness  was  $1,536,000  as of September 30, 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 $172,000 secured note used to finance the purchase of an
airplane,  capital leases of $32,000 and automobile installment loans in
the  amount  of  $7,000.   The Company, as of September 30, 1997, was in
technical  default relative to one of two financial ratios enumerated in
the  loan agreement for its credit line in the amount of $1 Million.  At
September  30,  1997  the  loan  agreement  required  that the Company's
current  ratio  be maintained  at  a level  of at  least  1.75:1.  As of
September 30,  1997  the current ratio was 1.62:1.   The Company has not
received a waiver  of  this  default from its lender. Approximately $2.8
Million of the  Company' s  accounts  receivable related to its Illinois
operations have  been  pledged  as  security  on  its  revolving  credit
line.   The  remaining  $2.8  Million  of  the  Company s patient/client
receivables are unencumbered.

Cash used by operations for the first quarter of fiscal 1998 amounted to
$470,000 as compared to $274,000 of cash used for operations in the same
quarter  of the previous year.  Cash used by investing activities in the
amount  of  $31,000  compares to $64,000 for the quarter ended September
30,  1996.  Cash realized from an increase of the Company's indebtedness
in September reached $83,000, yielding a net decrease in the  Company' s
cash  position  of  $418,000.  For the same quarter a year earlier,  the
Company  used $419,000  of  cash to  pay down indebtedness of the Oxford
companies which yielded an  overall decrease in the Company's cash posi-
tion for that quarter of $757,000.

The Company' s cash  position at  September  30,  1997 stood at $453,000
as compared to $1,978,000 for the  quarter  ended September 30, 1996. As
of September 30, 1997, the accrued  obligations  that  may require large
or unusual amounts of cash  include  final  settlement of  the June  30,
1997 workers  compensation audit with the Company' s carrier ($225,000),
payment of amounts that may be owed to the Medicare program on the  part
of Homemakers of Montgomery, Inc. ($327,000) and payment of the note and
accrued interest due in January, 1998  arising from  the purchase of the
Oxford companies ($366,000).

For  the  remainder  of  fiscal 1998, cash flows from operations will be
insufficient  to  fund  the  expansion  of  the Company's business.  The
Company  is  in the final stages of arranging an increase in its line of
credit  and  expects  to borrow funds sufficient to sustain its plans to
increase  its  business.    Although  the  Company  does  not anticipate
difficulty  in  securing  a  larger  line  of  credit,  there  can be no
guarantee  of  final  success  in  this  regard.   In the event that the
Company is unsuccessful in securing the expanded line of credit, it will
be  forced  to  scale  back  and/or  abandon  certain business expansion
activities.   

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 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 precipi-
tate exercise of the Warrants.  As of the close of business November 10,
1997, the closing price of the Common Stock on the NASDAQ  Stock  Market
was $2.438.
<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.

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.  The Company has initiated  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 is 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 contem-
plates 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.

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:     November 17, 1997        /s/ Louis Goldstein
                                             Louis Goldstein
                                             CEO/Chairman

          Date:     November 17, 1997        /s/ Sharon S. Harder
                                             Sharon S. Harder
                                             Principal Financial Officer