U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

FORM 10-KSB

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998  

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

For the transition period from.......... to..............

                        Commission file number D-24165

                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
       Nevada                         93-1108124               

                        7504 Diplomat Drive, Suite 101
                             Manassas, Virginia
                                 20109-2631

                               703-335-1957

          Securities registered pursuant to Section 12(b) of the Act:
                        Common Stock $ .001 Par Value


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 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-B 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-KSB or any amendment to 
this Form 10-KSB. [ ]

State the aggregate market value of the voting stock held by nonaffiliates of 
the registrant.  The aggregate market value shall be computed by reference to 
the price at which the stock was sold, or the average bid and asked prices of 
such stock, as of a specified date within 60 days prior to the date of filing:
As of March 31, 1999 the average bid price of common stock was $.03 and the 
average asked price was $.25.

Indicate the number of shares outstanding of each of the registrant's classes 
of common stock, as of the latest practicable date: As of March 31, 1999 the 
number of shares of common stock outstanding was 12,621,142.

INDEX TO FINANCIAL STATEMENTS



	Pages

INDEPENDENT AUDITORS' REPORT                            1

FINANCIAL STATEMENTS

  Consolidated balance sheets                     3 and 4

  Consolidated statements of income                     5

  Consolidated statements of stockholders' equity	6

  Consolidated statements of cash flows                 7

  Notes to consolidated financial statements       8 - 16









INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Mid-Atlantic Home Health Network, Inc.
  and Subsidiaries


	We have audited the accompanying consolidated balance sheets of Mid-
Atlantic Home Health Network, Inc. and Subsidiaries (the Company), as of 
December 31, 1998 and 1997, and the related consolidated statements of income, 
stockholders' equity and cash flows for the years then ended.  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 audits 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 consolidated financial position of
Mid-Atlantic Home Health Network, Inc. and Subsidiaries as of December 31, 1998
and 1997, and the results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.

	As discussed in Note 11, the Company may be liable for additional 
amounts related to a potential purchase price adjustment of a previously 
acquired subsidiary.  The ultimate amount, if any, of the adjustment cannot be 
determined; however, management is of the opinion that it will not have a 
material effect on the Company's financial position.







March 26, 1999

15/1
                             FINANCIAL STATEMENTS

                                 YEARS ENDED

                          DECEMBER 31, 1998 AND 1997
3.

MID-ATLANTIC HOME HEALTH NETWORK, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997


                                                  1998               1997 
	ASSETS

CURRENT ASSETS
  Cash and cash equivalents                      $   816,294        $    578,699
  Accounts receivable, net of allowances of
    $43,371 in 1998 and $44,071 in 1997            2,998,489           2,783,677
  Due from affiliates                                228,805             153,998
  Prepaid expenses and other current assets          157,449              70,911
  Deferred tax asset                                  37,000              34,000

        Total current assets                       4,238,037           3,621,285

PROPERTY AND EQUIPMENT, net                          253,221             260,103

OTHER ASSETS
  Goodwill, net of accumulated amortization of
    $222,351 in 1998 and $181,663 in 1997            671,360             712,048
  Other assets, net of accumulated amortization
    of $177,075 in 1998 and $149,045 in 1997           3,058              32,347

        Total other assets                           674,418             744,395











					

        Total assets                             $ 5,165,676       $   4,625,783











See Notes to Consolidated Financial Statements.
4.

MID-ATLANTIC HOME HEALTH NETWORK, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997


                                                  1998               1997 
   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Current maturities of long-term debt           $      15,988    $      93,405
  Notes payable                                      2,606,175        1,904,517
  Accounts payable                                     152,724          205,913
  Accrued salaries and related employee benefits       255,220          323,265
  Other current liabilities                            119,162          154,403
					

        Total current liabilities                    3,149,269        2,681,503

LONG-TERM DEBT, net of current maturities              306,739          241,248

        Total liabilities                            3,456,008        2,922,751

STOCKHOLDERS; EQUITY
  Common stock, Class A, $.001 par
    value, 200,000,000 shares authorized
    12,621,202 shares issued and
    outstanding at December 31, 1998 and 1997           12,621           12,621
  Common stock, Class B, $.001 par value,
    10,000 shares authorized, issued and
    outstanding                                             10               10
  Preferred stock, $1 par value, 5,000,000
    shares authorized, 10,000 shares issued
       and outstanding                                  10,000           10,000
  Additional paid-in capital                         1,103,485        1,103,485
  Retained earnings                                    772,802          766,166
                                                     1,898,918        1,892,282
  Stock subscription receivable                       (189,250)        (189,250)

        Total stockholders' equity                   1,709,668        1,703,032

        Total liabilities and stockholders' equity $ 5,165,676     $  4,625,783

5.

MID-ATLANTIC HOME HEALTH NETWORK, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
December 31, 1998 and 1997


                                                  1998                    1997

REVENUES                                        $    14,698,133    $  13,740,390

EXPENSES
  Patient care costs                                 10,873,185       10,071,783
  General and administrative                          3,411,951        3,020,441
  Amortization                                           70,338          149,320
  Interest expense, net                                 334,823          264,678

        Total expenses                               14,690,297       13,506,222

        Income before income taxes                        7,836          234,168

PROVISION FOR INCOME TAXES                                  -             58,461

        Net income                              $         7,836    $     175,707

EARNINGS PER COMMON SHARE                       $           -      $         .01




























See Notes to Consolidated Financial Statements.
6.

MID-ATLANTIC HOME HEALTH NETWORK, INC.
AND SUBSIDIARIES

<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1998 and 1997


<CAPTION>
                                                                     Additional                       Stock
                                  Common Stock         Preferred      Paid-In        Retained     Subscriptions
                                Class A   Class B         Stock       Capital        Earnings       Receivable        Total 
<S>                             <C>       <C>          <C>          <C>             <C>           <C>              <C>
Balance, January 1, 1997        12,534        10         10,000     $ 1,074,832     $  591,659    $  (164,250)     $ 1,524,785

  Issuance of 44,000 shares
    of stock as compensation        37         -              -           3,703              -              -            3,740
  Exercise of stock options for
    50,000 shares of Class A
    common stock                    50         -              -          24,950              -        (25,000)               -
  Dividend on preferred stock        -         -              -               -         (1,200)             -           (1,200)
  Net income                         -         -              -               -        175,707              -          175,707

Balance, December 31, 1997      12,621        10         10,000       1,103,485        766,166       (189,250)       1,703,032

  Dividend on preferred stock        -         -              -               -         (1,200)             -           (1,200)
  Net income                         -         -              -               -          7,836              -            7,836

Balance, December 31, 1998      12,621        10         10,000     $ 1,103,485     $  772,802    $  (189,250)     $ 1,709,668


See Notes to Consolidated Financial Statements.
</TABLE>
7.

MID-ATLANTIC HOME HEALTH NETWORK, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
December 31, 1998 and 1997


                                                      1998               1997
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                       $      7,836   $     175,707
  Adjustments to reconcile net income to net
    cash provided by (used in) operating activities:
      Depreciation                                       17,307          26,234
      Amortization                                       68,718         119,228
      Deferred taxes                                     (3,000)          7,000
      Issuance of stock for services rendered              -              3,740
      Changes in assets and liabilities:
        Accounts receivable                            (214,810)         87,347
        Due from affiliates                             (74,807)         (6,495)
        Prepaid expenses and other current assets       (86,539)         30,091
        Accounts payable                                (53,190)         20,282
        Accrued salaries and related employee benefits  (68,045)         31,703
        Other current liabilities                       (35,241)        (62,462)
        Other assets                                      1,258    

	Net cash provided by (used in)
          operating activities                         (440,513)        432,375

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                   (10,425)        (16,355)

CASH FLOWS FROM FINANCING ACTIVITIES
  Changes in notes payable                              701,658         (60,745)
  Repayment of long-term debt                           (11,925)        (10,512)
  Dividend paid on preferred stock                       (1,200)         (1,200)

	Net cash provided by (used in)
          financing activities                          688,533         (72,457)

        Net increase in cash and cash equivalents       237,595         343,563

CASH AND CASH EQUIVALENTS
  Beginning                                             578,699         235,136

  Ending                                           $    816,294   $     578,699








See Notes to Consolidated Financial Statements.
8.

MID-ATLANTIC HOME HEALTH NETWORK, INC. PRIVATE  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997


Note 1.	Organization and Significant Accounting Policies

Organization.  The consolidated financial statements include the 
accounts of Mid-Atlantic Home Health Network, Inc. (MAHN) and its 
subsidiaries (collectively referred to herein as the Company).  The 
subsidiaries include Western Pennsylvania Home Health Network, Inc. 
(Western Pennsylvania), Hunt Country Nursing Services, Inc. (Hunt 
Country Nursing), Hunt Country Home Health, Inc. (Home Health), and 
National Nurses Services, Inc.

Western Pennsylvania was sold for book value on June 30, 1998, and the 
1998 financial statements include the results of its operation until the 
date of sale.  Revenues during the six-month period were approximately 
$167,000 and losses from operations were approximately $39,000.

Approximately 80% of MAHN's outstanding shares are owned by Oak Springs 
Nursing Home Limited Partnership (Oak Springs).

The Company is engaged in the business of providing integrated home 
health services with an emphasis in providing nursing staff services to 
hospitals, nursing homes and other facilities.  The Company operates in 
Virginia, Maryland, the District of Columbia and Pennsylvania.

Basis of consolidation.  All significant intercompany accounts and 
transactions have been eliminated.

Net revenues.  Net revenues are reported at the estimated net 
realizable amounts from patients, third party payors, and others for 
services rendered, including estimated retroactive adjustments under 
reimbursement agreements with third party payors.  Revenue received 
under third-party agreements is subject to audit.  Any adjustments as 
a result of these audits are reflected in current operations.  
Approximately 11% and 12% of the Company's net revenues for the years 
ended December 31, 1998 and 1997, respectively, were from 
participation in Medicare and state Medicaid programs.  In addition, 
approximately 33% and 35% of the Company's net revenues for the year 
ended December 31, 1998 and 1997, was from contracts with state and 
local governmental correctional facilities, including the Commonwealth 
of Virginia and the District of Columbia.

At December 31, 1998 and 1997, 8% and 20%, respectively, of net accounts 
receivable were due from Medicare and Medicaid.  The ability of payors 
to meet their obligations depends upon their financial stability, future 
legislation and regulatory actions.

The Company does not believe there are any significant credit risks 
associated with receivables from Medicare and Medicaid.

(Continued)
9.

MID-ATLANTIC HOME HEALTH NETWORK, INC. PRIVATE  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997


Note 1.	Organization and Significant Accounting Policies (Continued)

Property and equipment.  Property and equipment is recorded at cost.  
The cost and the related accumulated depreciation are removed from the 
accounts in the year the related asset is sold or retired.  Depreciation 
is computed using the straight-line method over the estimated economic 
lives of the assets, commencing at the time the assets are placed into 
service.

Cash and cash equivalents.  Cash and cash equivalents include cash on 
hand and in the bank as well as any investment purchased with an 
original maturity of three months or less.  The Company maintains its 
cash in bank deposit accounts which, at times, may exceed federally 
insured limits.  The Company has not experienced any losses in such 
accounts.  Cash equivalents are carried at cost which approximates fair 
value.

Under the Company's cash management system, checks issued but 
not yet presented to banks frequently result in overdraft 
balances for accounting purposes.  The overdraft balances have 
been netted with positive balances and are classified as "cash 
and cash equivalents" in the consolidated balance sheet.

Goodwill and other assets.  Goodwill arises from acquisitions and 
represents the excess of purchase price over identifiable 
acquired net assets, and is amortized on a straight-line basis 
over 20 years.  Other assets principally consist of the estimated 
value of the assembled workforce and capitalized fees related to 
other long-term agreements and transactions.  Other assets are 
amortized on a straight-line basis over a period of 3 to 5 years.

Income taxes.  The income tax provision includes federal and state 
income taxes both currently payable and deferred because of differences 
between financial reporting and tax bases of assets and liabilities.  
Deferred tax assets and liabilities are measured using the enacted tax 
rates and laws that will be in effect when necessary to reduce deferred 
tax assets to the amounts expected to be realized.

Use of estimates.  The preparation of financial statements in conformity 
with generally accepted accounting principles requires management to 
make estimates and assumptions that affect the reported amounts of 
assets and liabilities and disclosure of contingent assets and 
liabilities at the date of the financial statements and the reported 
amounts of revenues and expenses during the reporting period.  Actual 
results could differ from those estimates.

(Continued)
10.

MID-ATLANTIC HOME HEALTH NETWORK, INC. PRIVATE  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997


Note 1.	Organization and Significant Accounting Policies (Concluded)

Stockholders' equity.  The Company has three classes of stock. Two 
hundred million shares of Class A common stock have been authorized. The 
Class A shareholders have the right to elect one third of the directors 
of the Company.  Ten thousand shares of Class B common stock, with the 
right to elect two thirds of the directors, have also been authorized.  
Additionally, five million shares of Class C convertible preferred stock 
have been authorized.  The preferred stock is paid a dividend of 12%.

Earnings per share.  Earnings per common share are computed by dividing 
the weighted average number of shares outstanding into net income.  
Diluted earnings per share are not presented because the outstanding 
stock options are not dilutive.

Reclassification.  Certain amounts in the 1997 financial statements have 
been reclassified to conform to classifications used in preparing the 
1998 financial statements with no effect on net income for the period.
		
Note 2.	Accounts Receivable

Accounts receivable arise from the provision of home health services to 
hospitals, nursing homes and other facilities in the Virginia, Maryland, 
District of Columbia and Pennsylvania areas.  The principal payors for 
these services are the patients, insurance companies, various state and 
local government agencies, other institutional providers of healthcare, 
the Medicare program, and certain Medicaid programs.

The provision for doubtful accounts for the years ended December 31, 
1998 and 1997, was $43,371 and $44,071, respectively.

Note 3.	Property and Equipment

As of December 31, 1998 and 1997, property and equipment consisted of 
the following:

                                                1998        1997
        Building and building improvements   $ 320,818   $ 320,818
        Furniture and equipment                382,116     371,491
                                               702,934     692,309
        Less accumulated depreciation          449,713     432,206
                                             $ 253,221   $ 260,103


11.

MID-ATLANTIC HOME HEALTH NETWORK, INC. PRIVATE  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997


Note 4.	Notes Payable

National Nurses Service, Home Health and Hunt Country Nursing borrow 
funds under terms of agreements with a lender and secured by accounts 
receivable.  These agreements provide for advances on accounts 
receivable of approximately 83% of the collateralized balances.  The 
Company is required to refund any borrowings for financial accounts 
receivable balances not collected within 180 days.

                                              1998            1997 
	Amount of advances on accounts
            Receivable                   $   3,165,321     $ 2,315,134
        Less:  Lender reserves                 559,146         410,617
            Note payable                 $   2,606,175     $ 1,904,517

Note 5.	Long-Term Debt

Long-term debt as of December 31, 1998 and 1997, consisted of the 
following:

                                                                 1998    1997
		Note Payable, C.W. Cobb, collateralized
			by first deed of trust on building and
			guaranteed by the general partners
			of Oak Springs.  Payable in monthly
			installments of $761, including
                        interest at 11%.  Due April, 2021.      $66,418  $67,124

		Note Payable, C.W. Cobb, collateralized
			by second deed of trust on building
			and guaranteed by the general
			partners of Oak Springs.  Payable in
			monthly installments of $221,
			including interest at 13%.  Due
                        April, 2021.                             18,561   18,804

		Note Payable, York Federal Savings and
			Loan.  Payable in monthly installments
			of $1,116, including interest at 8.5%.
			A balloon payment of $86,809 is due
                        September, 2008.                         81,875   84,961

		Note Payable, Crestar Mortgage Corp.,
			collateralized by building and
			guaranteed by the managing general
			partner of Oak Springs.  Payable in
			monthly installments of $772,
			including interest at 8%.  Due
                        December, 2024.                          81,526   83,106
 (Continued)
12.

MID-ATLANTIC HOME HEALTH NETWORK, INC. PRIVATE  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997


Note 5.	Long-Term Debt (Concluded)

                                                                 1998      1997
		Note Payable, Central Fidelity Bank
			guaranteed by the general partners
			of Oak Springs, payable in monthly
			installments of $1,668, including
			interest at 11.21%.  Due December 5,
                        2007.                                  $74,347   $80,658
                                                               322,727   334,653
                Less current maturities                         15,988    93,405
                                                              $306,739  $241,248

Annual maturities of long-term debt outstanding at December 31, 1998, 
are as follows:

                           1999            $   15,988
                           2000                17,512
                           2001                20,071
                           2002                21,985
                           2003                24,083
                           Thereafter         223,088
                                           $  322,725

Note 6.	Stock Option Plan and Stock Subscriptions

The Company has an Incentive Stock Option Plan that includes 
substantially all officers and key employees.  The Series C options 
which expired in 1998 originally had an exercise price of $1 per share.  
The Company subsequently reduced the option price to $.50 per share.

Options that have been exercised were financed by the Company through 
notes bearing interest at 8%.  The unpaid balance of outstanding notes 
receivable for stock purchases is shown as a reduction of stockholders' 
equity.

During 1998 and 1997, the Company did not receive any payments on 
outstanding notes receivable for the purchase of shares.  Because the 
market value of the outstanding shares is below the option price, the 
Company has suspended the required payments (including interest) on 
these notes.

A summary of the status of the Company's incentive stock option plans as 
of December 31, 1998 and 1997, and changes during the years ending on 
those dates is presented below:
(Continued)
13.

MID-ATLANTIC HOME HEALTH NETWORK, INC. PRIVATE  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997


Note 6.	Stock Option Plan and Stock Subscriptions (Concluded)

                                        Exercisable Stock Options 
                                                      Exercised
                           Outstanding    Granted    or Canceled  Outstanding
                            Beginning      During       During      At End
                             of Year      the Year     the Year     of Year 
    1998
       Shares
          Series C         $  156,000   $       -    $  156,000   $       -
       Weighted average
          exercise price          .50           -           .50           -

    1997
       Shares
          Series C         $  181,000   $       -    $   25,000   $  156,000
       Weighted average
          exercise price          .50           -           .50          .50

The Company accounts for its stock option plans in accordance with APB 
Opinion No. 25, Accounting for Stock Issued to Employees, which does not 
allocate costs to stock options granted at current market values.  The 
Company could, as an alternative, allocate costs to stock options using 
option pricing models, as provided in Statement of Financial Accounting 
Standards No. 123, Accounting for Stock-Based Compensation.  Because of 
the limited number of options granted and the limited amount of trading 
activity in the Company's stock, management believes that the Company's 
stock options are best accounted for in accordance with APB Opinion No. 
25.  Had the Company accounted for its stock options in accordance with 
SFAS No. 123, net earnings and earnings per share would not have been 
materially different from reported amounts.

Note 7.	Lease Commitments

The Company leases certain office facilities and other equipment under 
non- cancelable leases for terms ranging from one to five years.  Future 
minimum lease payments under these operating leases are as follows:

                           1999            $ 168,933
                           2000              131,436
                           2001               87,890
                           2002               64,419
                           2003               17,317
   Total future minimum lease payments     $ 469,995

During 1998 and 1997, rent expense for all operating leases totaled 
$131,976 and $131,976, respectively.
14.

MID-ATLANTIC HOME HEALTH NETWORK, INC. PRIVATE  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997


Note 8.	Income Taxes

The Company files a consolidated Federal income tax return, which 
includes Western Pennsylvania (1997 only), Hunt Country Nursing, Home 
Health and National Nursing Service.  The Company and its subsidiaries 
file separate returns for state purposes.

The provision for income taxes for the years ended December 31, 1998 and 
1997, was comprised of the following:

                                          1998       1997 
    Current provision                   $  3,000   $ 51,461
		
    Deferred provision (benefit)          (3,000)     7,000
    Total provision                     $      -   $ 58,461

The provision for income taxes in 1997 differed from the amount of 
income tax determined by applying the applicable federal statutory tax 
rate to pre-tax income as a result of the following:

                                                1997 
     Statutory federal tax rate                  34% 
     State taxes, net of federal benefit          3% 
     Goodwill amortization                      (14)% 
     Other                                        2% 
     Effective tax rate                          25% 

Taxable income for 1998 does not include the losses from operations for 
Western Pennsylvania because it will file as part of the consolidated 
return group of its new owners.  Accordingly, the Company's taxable 
income for 1998 was increased by approximately $40,000.  As a result, 
taxable income for tax purposes was approximately $16,000 due 
principally to changes in deferred tax items.

The deferred tax asset relates to the allowance for doubtful accounts 
reflected on the balance sheet and incurred but not reported claims 
recorded through current earnings.  Realization of the deferred tax 
asset is contingent on the occurrence of a write-off of the accounts 
receivable for tax purposes and payment of premiums to the insurer or 
payments of actual claims.  No valuation allowance was established since 
the Company believes it is more likely than not that this asset will be 
realized.

15.

MID-ATLANTIC HOME HEALTH NETWORK, INC. PRIVATE  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997


Note 9.	Related Party Transactions

Periodically, Oak Springs and its affiliates provide the Company with 
funds needed for various transactions.  Oak Springs also enters into 
debt on behalf of the Company.  Rather than Oak Springs immediately 
transferring cash to the Company at the time the debt is entered into, 
the Company records an amount due from affiliate.  Amounts due from and 
due to affiliates as of December 31, 1998 and 1997, were as follows:

                                                  1998        1997 
     Due from affiliates:
        Oak Springs Nursing Home LP             $  38,312  $      -
        Oak Springs Nursing Home                   41,237    181,924
        Center for Ambulatory/
           Home Infusion Services                  19,334      9,783
        Health Care Ventures, Inc.                106,809         -
        Home Health Services of
           Allegheny County, Inc.                      -      31,881
        Health Ventures Group                       4,086         -
        Care Connections of
           Pennsylvania, Inc.                      83,565        146
                                                  293,343    223,734

     Due to affiliates:
        Western Pennsylvania Home
           Health Network, Inc.                    32,133         -
        Health Care Ventures, Inc.                      5     44,551
        Health Ventures Group                      24,283     25,185
        Center for Ambulatory/ 
           Home Infusion Services                     445         -
        Oak Springs Nursing Home                    7,672         -
                                                   64,538     69,736
        Net due (to) from affiliates            $ 228,805  $ 153,998

Throughout the year, the Company pays a management fee to various 
affiliates of Oak Springs.  The Company paid management fees of $-0- and 
$151,267 during the years ended December 31, 1998 and 1997, 
respectively.

Oak Springs maintains a workers compensation policy, which covers the 
Company.  The Company paid Oak Springs $129,320 and $292,697 during the 
years ended December 31, 1998 and 1997, respectively, related to this 
policy.

Note 10.	Supplementary Cash Flow Information

Interest paid during 1998 and 1997 was $334,432 and $265,949, 
respectively.  Income taxes paid during 1997 were $37,252.

16.

MID-ATLANTIC HOME HEALTH NETWORK, INC. PRIVATE  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997


Note 11.	Contingent Liability

As part of the acquisition of National Nurses Service, Inc. on June 30, 
1995, the Company issued 500,000 shares of common stock.  The stock 
purchase agreement calls for an adjustment of the purchase price on June 
30, 1998, if the market value of the stock is less than $800,000 ($1.60 
per share), during the ten-day period immediately preceding June 30, 
1998.  The purchase price adjustment, to be paid in cash, is the 
difference between the market value and $800,000.  The stock has had 
limited trading activity and sales prices close to June 30, 1998, were 
in the range of $.625.  Based on those prices the purchase price 
adjustment could be approximately $487,500.

The Company is negotiating with the owners of the claim to settle the 
potential purchase price adjustment.

The Company has also listed its securities on a national securities 
exchange to increase the level of trading activity.

The acquisition of National Nurses Service, Inc. was accounted for as a 
purchase and the Company recorded approximately $800,000 in goodwill.  
The payment of any purchase price adjustment would not change the 
underlying assets acquired.  Accordingly, payments would reduce the 
originally recorded value of stock issued and reduce the amount of paid-
in capital.

In the opinion of management, the amount of the purchase price 
adjustment, if any, will not have a material effect on the Company's 
financial position.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has 
caused this report to be signed on its behalf by the undersigned, thereunto 
duly authorized.

Date:  April 16, 1999		MID-ATLANTIC HOME HEALTH NETWORK, INC.

				
				By:  /s/ Dennis Light
				Dennis Light,  President				

In accordance with the Exchange Act, this report has been signed below by the 
following persons on behalf of the Registrant and in the capacities and on the 
dates indicated.

Signature

/s/ Dennis Light		April 16, 1999
Dennis Light, President