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                                                                   EXHIBIT 10.83

                            FIRST AMENDMENT TO THE
                       GRANCARE, INC. EXECUTIVE DEFERRED
                               COMPENSATION PLAN

 
     THIS FIRST AMENDMENT made on the 12th day of February, 1997, by NEW
GRANCARE, INC., a Delaware corporation (the "Primary Sponsor");


                             W I T N E S S E T H:
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     WHEREAS, the Primary Sponsor maintains the GranCare, Inc. Executive
Deferred Compensation Plan, effective as of January 1, 1997 (the "Plan"); and

     WHEREAS, the Primary Sponsor now desires to amend the Plan to allow
participants to direct a committee administering the Plan to credit or debit
their accounts as though the account assets were actually invested in New
GranCare, Inc. common stock, $.001 par value;

     NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan, effective
as of February 12, 1997 for those participants in the Plan who are officers of
the Primary Sponsor or its affiliates and effective as of April 1, 1997 for all
other participants in the Plan, by substituting the following language for the
existing language of Plan Section 5.1:

     "5.1   Investment Direction. Each Participant shall be permitted, as of 
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     each  calendar quarter, to direct the Committee in writing, utilizing a
     form to be furnished by the Committee, to credit or debit the Participant's
     Accounts as though the Account assets were actually invested in one or more
     of the following types of investment funds in multiples of 10% of the
     Participant's Accounts: Emerging Growth Equity, Common Stock, Real Estate
     Securities, Balanced Assets, Capital Growth Bond, Money Market and New
     GranCare Common Stock, $.001 par value. With respect to investments other
     than New GranCare Common Stock, the Committee will select, from time to
     time, a publicly traded mutual fund or separate accounts under a specified
     group insurance contract having the requisite investment characteristics
     for the purpose of determining the appropriate rates of return to credit
     Participant's Accounts. Earnings and losses will be credited or debited to
     the Participant's Accounts as if such Accounts were actually invested as
     directed by the Participant. Under no circumstance will the Committee be
     required to instruct the Trustee to invest any portion of the Plan assets
     in accordance with the elections submitted by the Participants. The
     Committee may, however, instruct the Trustee to do so in order to minimize
     its risk of loss."

     Except as specifically provided herein, the Plan shall remain in full force
and effect as prior to the First Amendment.
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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed as of the day and year first above written.


                                             NEW GRANCARE, INC.


                                             By:________________________________

                                             Title:_____________________________


ATTEST:

By:____________________________

Title:_________________________

          [CORPORATE SEAL]