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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A

                AMENDMENT NO. 1 TO THE FORM 10-K INDICATED BELOW

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                       OR

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

                       COMMISSION FILE NUMBER: 000-21505

                        INTENSIVA HEALTHCARE CORPORATION

             (Exact name of Registrant as specified in its charter)

           DELAWARE                                      43-1690769
  (State or other jurisdiction of                        (I.R.S. Employer 
  incorporation or organization)                         Identification No.)

     7733 FORSYTH BLVD., 8TH FLOOR                       63105 
     ST. LOUIS, MISSOURI                                (Zip Code) 
     (Address of principal executive offices)

      Registrant's telephone number, including area code:  (314) 725-0112

       Securities registered pursuant to Section 12(b) of the Act:  NONE

          Securities registered pursuant to Section 12(g) of the Act:
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

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

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /


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                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Intensiva HealthCare Corporation

         We have audited the accompanying consolidated balance sheets of
Intensiva HealthCare Corporation and subsidiaries (the Company) as of December
31, 1996 and 1995, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years ended December 31, 1996 and
1995 and the period from July 18, 1994 (inception) through December 31, 1994.
These consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

         In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Intensiva HealthCare Corporation and subsidiaries as of December 31, 1996 and
1995, and the results of their operations and their cash flows for the years
ended December 31, 1996 and 1995 and the period from July 18, 1994 (inception)
through December 31, 1994, in conformity with generally accepted accounting
principles.


                                                       /s/ KPMG Peat Marwick LLP


St. Louis, Missouri
February 7, 1997
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                                   SIGNATURES

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

                                                Intensiva HealthCare Corporation


                                             By  /s/ David W. Cross        
                                                 -------------------------------
                                                     David W. Cross, President
                                                     and Chief Executive Officer

Date: October 23, 1997