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                                                                      Exhibit 99

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

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


Date of Report (Date of earlier event reported) January 16, 1997


                        NORTHSTAR HEALTH SERVICES, INC.
             ------------------------------------------------------
             (Exact name or registrant as specified in its charter)



          DELAWARE                       0-21752                25-1697152
------------------------------   ------------------------   ------------------
      (State of other            (Commission File Number)      (IRS Employer
jurisdiction of incorporation)                              Identification No.)


    750 HOLIDAY DRIVE, FOSTER PLAZA 9, PITTSBURGH, PENNSYLVANIA     15220
    ------------------------------------------------------------------------
            (Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code     (412) 920-1730
                                                   -----------------------


--------------------------------------------------------------------------------
         (Former name or former address, if changes since last report)

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 and (2) has been subject to such filing requirements for
the past 90 days. Yes      No  X
                     -----   -----

Item 1.   Change in Control of Registrant.
          Not applicable.

Item 2.   Acquisition or Disposition of Assets.
          Not applicable.

Item 3.   Bankruptcy or Receivership.
          Not Applicable.

Item 4.   Changes in Registrant's Certifying Accountant.
          Not applicable.

Item 5.   Other Events.




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     On February 13, 1997, the Board of Directors of Northstar Health Services,
Inc., released a statement in response to SEC filings seeking control of the
Board of Directors filed by Thomas Zaucha, entities he controls, and
Commonwealth Associates, an investment banking firm, formerly and perhaps
currently, closely associated with former Chairman, Mark DeSimone.

Item 6.   Resignation of Registrant's Directors.
          Not applicable.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)  Financial Statements and Business Acquired.
              Not applicable.

          (b) Pro Forma Financial Information.
              Not applicable.

          (c) Exhibits - Press Release


                                   SIGNATURES


     Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


NORTHSTAR HEALTH SERVICES, INC.


                                             By: /s/ Robert J. Smallacombe
                                                 ----------------------------
                                                 Robert J. Smallacombe, CEO


DATED: February 21, 1997





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Northstar Health Services Inc.                                   Press Release


For more information contact: Melissa M. Krantz
                              The Krantz Group, Inc.
                              (212)891-7235



                                                         For Immediate Release


                        Northstar Health Services, Inc.
                   Board of Directors Responds to 14A Filing

     (Indiana, Pennsylvania) -- February 13, 1997 -- The Board of Directors of
Northstar Health Services, Inc., released the following statement in response to
SEC filings seeking control of the Board of Directors of Northstar filed by
Thomas Zaucha, entities he controls, and Commonwealth Associates, an investment
banking firm, formerly and perhaps currently, closely associated with former
Chairman, Mark DeSimone:

"This action by the Zaucha-Commonwealth group is absurd at this time. Under
direction of this board, Northstar Health Services is in the best position it
has been in some time: it is close to settling its litigation with shareholders;
it is working successfully on its bank financing; it has successfully
restructured its operations; and the 1995 and 1996 audits and annual reports are
approaching completion -- all without the assistance of Mr. Zaucha. This proxy
fight is an attempt to return the Company to its prior suspect management.
Specifically, the history, conduct and motivation of this group are, at a
minimum, suspect and clearly not in the best interests of Northstar or its
shareholders:

1)   Commonwealth Associates' apparent collaboration with Mr. Zaucha's
     "committee" represents an attempt by them to avoid rectifying their serious
     conflicts of interest which have plagued Northstar and are being corrected
     by the new Board of Directors. Mr. Zaucha and Commonwealth Associates, his
     representative, had responsibility for the due diligence that was supposed
     to have been done with respect to Northstar in 1995. Both failed to
     properly examine the self-dealing transactions of Mark DeSimone that has
     led up to the resignation of the Company's auditors in March 1996. In fact,
     before being hired by Mr. Zaucha to pursue his proxy fight, Commonwealth
     Associates (which was paid over $1,800,000 in 1995 for purported services
     to Northstar, including due diligence) was fired by the Board of Northstar
     for its refusal to cooperate with the Company's representatives and its
     continuing secret discussions and relationship with Mr. DeSimone following
     disclosure of his defalcations. Prior to that dismissal, Commonwealth
     Associates was identified by the Company's independent investigators as the
     prime subject of further investigation and a potential defendant in the
     racketeering act claims filed by the Company against Mr. DeSimone and
     others.

     Further, Commonwealth was subpoenaed on November 21, 1996 and directed to
     provide documents pertinent to that racketeering case on December 22, 1996.
     To date, Commonwealth has not provided a single one of those documents and
     the Company is in the process of requesting that they be held in contempt
     of court.

2)   Mr. Zaucha persistently acts in his own interest with little regard for his
     responsibility to shareholders of Northstar. Mr. Zaucha has refused to
     renegotiate terms of leases on real estate which he owns directly or
     controls and which were leased to Northstar through supposed "arms length"
     negotiations with Mr. DeSimone. An investigation recently revealed that
     rents paid by the Company to Zaucha-related entities are at least twice the
     local rental rates for office space, as a result of sweetheart deals with
     Mr. DeSimone.

3)   In his latest efforts to exploit the Company, Mr. Zaucha sought to obtain
     approximately $115,000 inappropriately from the Company by requisitions for
     payment of tax refunds to which the Company is legally entitled. Mr. Zaucha
     was not entitled to such payment.

In conclusion, the Board of Directors believes that it is in the best interest
of the shareholders to support the Board of Directors so that they can stay on
their successful course to ensure shareholder value and continued vitality. Any
change in corporate governance at this time would be a disruption of the
progress this Board has made. The last thing Northstar's stockholders need is a
return to the conflicts of interest of prior management."

     Northstar Health Services, Inc. is a leading regional provider of
rehabilitation therapy, mobile diagnostics, subacute contracted care and related
services at outpatient rehabilitation clinics and by contact to other health
care facilities in Pennsylvania, Ohio, Illinois and West Virginia.


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