Amendment No. 1
Filed July 29, 1997

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K / A

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended March 31, 1997

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from
___________________________to______________________________

Commission file number 1-9848

CARETENDERS HEALTH CORP.
(Exact name of registrant as specified in its charter)

Delaware 06-1153720
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

100 Mallard Creek Road, Suite 400, Louisville, Kentucky 40207
(Address of principal executive offices) (Zip Code)

(502) 899-5355
(Registrant's telephone number, including area code)

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

Title of each class Name of each exchange on which registered

Common stock, Nasdaq National Market
par value $.10 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 the 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.

As of July 25, 1997, 3,129,413 shares of the registrant's common stock were
outstanding. The aggregate market value of Registrant's voting common stock
held by non-affiliates of the registrant as of July 25, 1997 was approximately
$23,801,122 (based on the last sale price of a share of the common stock as
of July 25, 1997 ($7.63), as reported by the National Association of
Securities Dealers, Inc. Automated Quotation ("NASDAQ") system).

DOCUMENTS INCORPORATED BY REFERENCE
None.

ITEM 10. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16 (a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
Exchange Commission initial reports of stock ownership and reports of changes in
stock ownership and to provide the company with copies of all such forms they
file. Based solely on its review of such copies or written representations from
reporting persons, the Company believes that all reports were filed on a timely
basis

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation paid by the
Company for services rendered in all capacities during the last three fiscal
periods to the Chief Executive Officer and the most highly compensated executive
officers during fiscal year 1997.

Summary Compensation Table

Long-Term
Compensation
Securities
Underlying
Annual Compensation Options/

Name and Principal Year Salary Bonus (No. of
Position Shares)

William B. Yarmuth 1997 190,000 - -
Chairman of the Board, 1996 229,413 126,500 (1) 50,000
President and Chief 1995 230,577 81,000 -
Executive Officer

Mary A. Yarmuth 1997 126,058 - -
Senior Vice President - 1996 125,000 31,250 15,000
Operations 1995 111,154 25,000 -

C. Steven Guenthner 1997 126,058 - -
Senior Vice President, 1996 125,000 31,250 15,000
Secretary/Treasurer and 1995 111,154 25,000 -
Chief Financial Officer

<FN>

(1) On January 1, 1996 Mr. Yarmuth entered into a new employment agreement with
the Company. Of the bonus amount shown, $60,000 was paid in consideration
of Mr. Yarmuth entering into the new agreement and making certain
concessions in compensation and other benefits as compared to his previous
agreement see _William Yarmuth Employment Agreement_ below for more
information.
</FN>

OPTION GRANTS IN FISCAL 1997

No stock options or stock appreciation rights were awarded to the named
executive officers during the 1997 fiscal year

COMPENSATION OF DIRECTORS

Directors who are not also employees of the Company are entitled to compensation
at a rate of $1,250 for each Board of Directors meeting attended and $250 for
each committee meeting attended that is scheduled independently. In addition,
non-employee directors are eligible to receive stock options under the
Caretenders Health Corp. 1993 Stock Option Plan for Non-Employee Directors (the
_Directors' Plan_) adopted by the Board on February 17, 1993, and subsequently
approved by stockholders. Pursuant to the terms of the Directors' Plan, Mr.
Bing was granted options to purchase 10,000 shares of the Company's Common Stock
at $9.69 per share, Messrs. McGinnis and McClinton were each granted options to
purchase 10,000 shares of the Company's Common Stock at $8.13 per share, Mr.
Wilburn was granted options to purchase 10,000 shares of the Company's Common
Stock at $7.88 per share and Messrs. Goldberg and Smith were granted options to
purchase 10,000 shares of the Company's Common Stock at $6.00 per share and
$6.38 per share respectively. The Directors' options vest 25%, the day
following six months after the date of grant, and 25% on each of the first,
second, and third anniversary dates of the grant.

WILLIAM YARMUTH EMPLOYMENT AGREEMENT

On January 1, 1996, the Company entered into a new employment agreement with
William B. Yarmuth, its Chairman of the Board, President and Chief Executive
Officer. The initial term of the agreement is three years with subsequent
automatic one-year renewals. This agreement replaced Mr. Yarmuth's previous
agreement which was not scheduled to expire until 1998 Under the terms of the
new agreement, Mr. Yarmuth will earn an annual base salary of $190,000 and be
eligible for a performance based cash incentive of 35% of annual base salary.
The agreement includes a covenant not to compete for a period of two years and
potential termination payments of two times annual salary.

Upon entering into this new agreement, Mr. Yarmuth received a one-time cash
payment of $60,000 and was awarded an option to purchase 25,000 shares of the
Company's common stock pursuant to the 1987 Nonqualified Stock Option plan at
fair value at the date of grant January 1, 1996 ($5.88).

Aggregate Option Exercises in Last Fiscal Year and Year-End Option Values

Set forth below is information with respect to unexercised stock options held by
the executive officers named in the Summary Compensation Table at March 31,1997.
None of the named executive officers exercised any stock options during the 1997
fiscal year.

Shares Value of Unexercised
acquired Number of Unexercised In-the-Money Options
on Value Options at Fiscal Yearend at Fiscal Yearend (1)
Name exercise realized Exercisable Unexercisable Exercisable Unexercisable

William B. Yarmuth 0 0 122,280 27,72 0 0

Mary A. Yarmuth 0 0 48,600 9,900 $71,760 0

C. Steven Guenthner 0 0 25,100 9,900 0 0
<FN>

(1) These amounts represent the market value less the exercise price. The
market value of the common stock was $5.63 based on the closing bid price
per share at March 31, 1997, on the NASDAQ over-the-counter market.

</FN>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT

Based on information filed with the Securities and Exchange Commission and the
Company's stock records, the following table sets forth the beneficial ownership
of the Common Stock as of June 30, 1997, by (I) beneficial owners of more than
five percent of the Common Stock, (ii) each director and nominee for director,
(iii)current named executive officers and (iv) all directors and officers of the
Company as a group.

Shares of Capital
Stock Beneficially Owned (1)(2)

Name and Address Amount and Nature Percentage
Directors and Executive Officers of Beneficial Ownership of Class

William B. Yarmuth 324,763 (3) 9.87%
100 Mallard Creek Road, Suite 400
Louisville, KY 40207

Mary A. Yarmuth 324,763 (4) 9.87%
C. Steven Guenthner 35,498 (5) 1.13%
Steven B. Bing 11,340 (6) *
Patrick B. McGinnis 13,500 (7) *
Donald G. McClinton 12,500 (7) *
Tyree Wilburn 10,000 (8) *
Jonathan Goldberg 6,500 (9) *
Wayne Smith 21,500 *

Directors and Officers
as a Group (9 Persons) 435,601 (11) 12.61%

Additional Five Percent Beneficial Owners

HEALTHSOUTH Rehabilitation Corporation 1,015,101 (10) 29.98%
Two Perimeter Park South
Birmingham, AL 35243

Heartland Fund Advisors 427,700 13.71%

Robert N. Yarmuth 157,723 5.06%
100 Mallard Creek Road, Suite 400
Louisville, KY 40207

<FN>

* Represents less than 1% of the class.

</FN>

(1) Based upon information furnished to the Company by the named persons, and
information contained in filings with the Securities and Exchange Commission
(the _Commission_). Under the rules of the Commission, a person is deemed
to beneficially own shares over which the person has or shares voting or
investment power or has the right to acquire beneficial ownership within 60
days. Unless otherwise indicated, the named person has the sole voting and
investment power with respect to the number of shares of Common Stock set
forth opposite such person's name.

(2) Assumes inclusion of the shares of common stock issuable upon exercise of
outstanding redeemable warrants; assumes conversion of series A Convertible
Preferred Stock into Common Stock.

(3) Includes 8,886 shares as to which Mr. Yarmuth shares voting and investment
powers as a family trust and an option for 122,280 shares vested and
exercisable, and 48,600 exercisable options owned by Mrs. Yarmuth in
addition to 12,927 shares owned directly by Mrs. Yarmuth.

(4) Includes the same ownership components as stated for Mr. Yarmuth.

(5) Includes 25,100 shares subject to currently exercisable options.

(6) Includes 11,000 shares subject to currently exercisable options.

(7) Includes 7,500 shares subject to currently exercisable options.

(8) Includes 5,000 shares subject to currently exercisable options.

(9) Includes 2,500 shares subject to currently exercisable options.

(10)Includes currently exercisable warrants for the purchase of 200,000 shares
of Common Stock. In addition, HEALTHSOUTH owns warrants for an additional
66,600 Series A Convertible Preferred Shares.

(11)Includes currently exercisable options held by all directors and officers as
a group to purchase 229,480 shares of Common Stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has an agreement with HEALTHSOUTH under which HEALTHSOUTH purchases
certain durable medical equipment and prosthetic and orthotic appliances (to
fill HEALTHSOUTH's normal business requirements of such items) from the Company.
During the years ended March 31, 1997, 1996 and 1995, the Company realized sales
of $15,000, $84,000 and $391,000 to HEALTHSOUTH, respectively, at terms the
Company normally offers its customers. The outstanding receivable from
HEALTHSOUTH was $7,965 and $17,000 as of March 31, 1997 and 1996.

SIGNATURES

Pursuant to the requirements to the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: July 29, 1997 Caretenders Health Corp.
(Registrant)

By:/s/ C. Steven Guethner
(Signature)

C. Steven Guenthner
Senior Vice President,
Chief Financial Officer, and
Secretary/Treasurer