SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                           FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    SECURITIES EXCHANGE ACT OF 1934.

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

_________________________________________________________________

For Quarter Ended                          Commission File Number
September 30, 1996                                33-29002-NY 


              Retirement Management Associates, Inc.
(Exact name of Small Business Issuer as specified in its charter)

Texas                                                 75-226441 
(State of other jurisdiction of                  (I.R.S Employer
incorporation or organization)                Identification No.)


3770 Tansy Street, San Diego, CA.                         92121 
(Address of principal executive offices)               (Zip Code)




                          (619)453-8900
       (Registrant's telephone number, including area code)


     Check whether the issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 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  or No___


     As of December 18, 1996, the registrant had 142,300 shares of
Common Stock, par value $.001 per share, issued and outstanding.

Transitional Small Business Disclosure Format - (Check One):
                         Yes    or No  X 



Part I - Financial Information                              Page

Consolidated Balance Sheets as of March 31, 1996            1    
(Unaudited) and December 31, 1996 (Audited)

Consolidated Statements of Operations for three             2
months ended March 31, 1996 (Unaudited) and
March 31, 1995 (Unaudited)

Consolidated Statements of Cash Flows for three             3
months ended March 31, 1996 (Unaudited) and
March 31, 1995(Unaudited)

Notes to Consolidated Financial Statements                  4-6

Item 2-Management's Discussion and Analysis                 7
of Plan of Action


Part II - Other Information

Exhibits and Reports on Form 8-K                            8

Signatures                                                  9              






              RETIREMENT MANAGEMENT ASSOCIATES, INC. AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------
                                      ASSETS

                                            SEPT 30,1996        SEPT 30, 1995
                                           --------------     ----------------
       CASH                                           19                   14
       NOTE RECEIVABLE & ACCRUED INTEREST         97,687              120,634 
                                               ----------           ----------
                TOTAL CURRENT ASSETS              97,706              120,648
                                               ----------           ----------
     PROPERTY & EQUIPMENT, AT COST
       AUTO                                            -               24,000
       OFFICE EQUIPMENT                           13,457               13,457
         LESS:  ACCUM DEPR                       (13,457)             (11,548)
                                               ----------           ----------
                TOTAL PROPERTY & EQUIPMENT             -               25,909
                                               ----------           -----------
     OTHER ASSETS                                          
       ORGANIZATION COSTS                              -               14,119
       INVESTMENTS, ON THE EQUITY METHOD           6,599                3,971
                                               ----------           ----------
                TOTAL OTHER ASSETS                 6,599               18,090
                                               ----------           ----------
                                             $   104,305          $   152,657
                                               ==========           ==========


                       LIABILITIES STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)

     LIABILITIES
       ACCOUNTS PAYABLE                      $         -          $     4,393
       ACCRUED INTEREST                                -               17,983
                                               ----------           ----------
                TOTAL CURRENT LIABILITIES              -               22,376

       DUE TO AFFILIATES                               -              165,364
                                               ----------           ----------
                TOTAL LIABILITIES                      -              187,740
                                               ----------           ----------
     STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
       COMMON STOCK                                  142                  142
       PAID IN CAPITAL                           111,870              111,870
       RETAINED EARNINGS                        (162,941)             (98,826)
       CURRENT EARNINGS                          155,241              (48,269)
                                               ----------           ----------
TOTAL STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)    (104,305)             (35,083)
                                               ----------           ----------
                                              $  104,305           $  152,657
                                               ==========           ==========
          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


              RETIREMENT MANAGEMENT ASSOCIATES, INC. AND SUBSIDIARY

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                
     -------------------------------------------------------------------------

                                         9-MONTHS ENDED        9-MONTHS ENDED
                                          SEPT 30, 1996         SEPT 30, 1995
                                        ----------------      ----------------
                                            (UNAUDITED)           (UNAUDITED)

     SOURCES OF FUNDS:


     AFFILIATE ACCOUNTS                      $(132,298)            $  16,390 

     INCREASE (DECREASE) IN ACCOUNTS PAYABLE   (23,974)               30,721
                                              ----------            ----------
                                                                      


     USES OF FUNDS:                                
                                                   
                                                   
     INCOME (LOSS) FROM OPERATIONS              155,241              (48,269)

                                              ----------            ----------

     NET INCREASE (DECREASE)
     IN CASH                                  $  (1,031)            $ (1,158)  
                                              ==========            ==========
          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



              RETIREMENT MANAGEMENT ASSOCIATES, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                
------------------------------------------------------------------------------

                                          9-MONTHS ENDED       9-MONTHS ENDED
                                           SEPT 30, 1996        SEPT 30, 1995
                                         ----------------    -----------------
                                              (UNAUDITED)          (UNAUDITED)

     REVENUES
     -----------

       MANAGEMENT FEES                          $138,720             $148,474
    
       INCOME FROM DEBT FORGIVENESS              198,774                    -

       INTEREST INCOME                             7,572                9,382
                                               ----------           ----------
                                                                 

     EXPENSES                                      
     -----------                                   
                                                   
       GENERAL & ADMINISTRATIVE                  178,363              199,308
                                                   
       INTEREST                                    8,834                4,550
                                                   
       DEPRECIATION                                2,628                2,269 
                                               ----------           ----------

     
                NET INCOME (LOSS)               $155,241             ($48,269)
                                               ==========           ==========
     SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




        RETIREMENT MANAGEMENT ASSOCIATES, INC. AND SUBSIDIARY
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:   BASIS OF FINANCIAL STATEMENT PREPARATION

          The accompanying financial information of Retirement Management
Associates, Inc. ("the Company") and subsidiary, should be read in
conjunction with the Notes to Consolidated Financial Statements contained in
the Company's Annual Report on Form 10-KSB for the year ended December 31,
1995.  The Company, in its opinion, has included all normal recurring
adjustments which are considered necessary for a fair presentation of the
Company's financial position and results of operations for the periods
presented.

          Results of operations for the interim periods covered by this
report may not necessarily be indicative of results of operations for the
full fiscal year ending December 31, 1996.


NOTE 2:   GENERAL AND ADMINISTRATIVE EXPENSES

          For the nine months ended Sept. 30, 1996, general and administrative
expenses consisted of management expenses of $132,998, and rent of $4,500.


NOTE 3:   RELATED PARTY TRANSACTIONS

Lease

At March 31, 1996, the Company leased office space from a Partnership, in
which a former principal shareholder and director of the Company is an
officer of the current general partnership.


Note Receivable

On July 1, 1994, The Company received $250,000 in consulting fees in the form
of a note receivable from The Cherry Hills Club.  The note accrues interest at
10% per annum.  At Sept. 30, 1996, the outstanding note balance is -0-, plus
accrued int erest of -0-.


Notes Payable 

The Company has a $100,000 unsecured note payable to a founder and former
director of the Company.  The note accrues interest at 6% per annum due on or
before May 1, 1994 and extended to June 30, 1998.  At Sept. 30, 1996
-0- remains outstanding, plus accrued interest of -0-.  

The Cherry Hills Club is expected to provide necessary cash, as may be
required from time to time, to fund requirements of The Company in order to
sustain the operations through December 31, 1996.


Investments

On August 31, 1991, the Company purchased from an affiliate 100% of the
outstanding stock of Congregate Management Associates, Inc. (CMA) for $9,536.
CMA assets consist of an investment in a limited partnership, and other assets.
Congregate Management Associates is a company specializing in congregate care
management.  Effective September 1, 1991 CMA began providing management
service to Cherry Hills Club, an affiliate.

On June 1, 1994, in lieu of payment of management fees, the Company received
a 4% limited partnership interest in Cherry Hills Club Partners, Ltd (CHCP)
from Congregate Care Centers of America, Inc. (CCCA).  Due to the related
party nature of this investment and the Company's relative control and
influence on CHCP, this investment is being accounted for using the equity
method of accounting. 

In September, 1996, Company affiliate creditors forgave debt of the Company
in the amount of $198,776.

The Company anticipates positive cash flow from management of the Cherry
Hills Club in 1996 and is seeking similar management contracts from other
entities.  However, there can be no assurance of achieving the expected cash
flow levels or that management will be able to execute similar contracts.



Item 2.   Management's Discussion and Analysis of
          Plan of Operations

The Company generated management fees of $138,720 in the first 3/4 of 1996
compared to $148,474 in the first 3/4 of 1995 which represents a decrease of
$9,754.

Net cash used in operations for the period from March 14, 1989 (date of
inception) to Sept. 30, 1996, aggregate, is $254,873.

     The Company has not yet generated positive cash flow from operating
activities and does not expect to generate positive cash flow until at least
the second half of 1996.  The Company is pursuing opportunities to manage
additional congregate care centers during late 1996. At this time there can
be no assurance that a transaction will be consummated.  Should the Company
be unable to secure additional cash flows from the management ofadditional
congregate care centers, the Company intends to fund its 1996 cash
requirements as may become necessary, from time to time, from payments on a
note receivable due from the Cherry Hills Club, and from the management of
cash disbursements made to related parties.
 

    Item 6 - Exhibits and Reports on Form 8-K

No Reports on Form 8-K were filed during the quarter ended Sept. 30, 1996.


                            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.

Date: December 18, 1996

                    RETIREMENT MANAGEMENT ASSOCIATES, INC.



                    By:  /s/ Harvey Schuster______________
                         Harvey Schuster
                         President and Principal Executive Officer


                         /s/ John W. Howard_____________
                         John W. Howard
                         Treasurer and Chief Financial Officer


                            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.

Date:  December 18, 1996

                    RETIREMENT MANAGEMENT ASSOCIATES, INC.



                    By:  _______________________________
                         Harvey Schuster
                         President and Principal Executive Officer


                         _______________________________
                         John W. Howard
                         Treasurer and Chief Financial Officer