EXHIBIT 20

                             [Company Letterhead]



                                January 29, 1996



To Our Stockholders:

          On January 19, 1996 the Board of Directors of AMSERV HEALTHCARE INC.
("AMSERV") adopted a Stockholder Rights Plan that is intended to protect your
interests in the event you and AMSERV are confronted with coercive takeover
tactics.

          The Plan provides for a dividend distribution of Rights to purchase
shares of a newly created series of AMSERV Preferred Stock.  Under certain
circumstances, the Rights could become exercisable to purchase AMSERV Common
Stock, or securities of an acquiring entity, at one-half market value.  The
Rights may be exercised only if certain events occur.  You are now the owner of
one Right for each share of AMSERV Common Stock you own.  The Plan has been
adopted in order to strengthen the ability of the Board to protect your
interests.

          We are attaching a summary description that outlines the principal
features of the Plan, and we urge you to read the summary carefully.  This
letter reviews our reasons for issuing the Rights.

          NO ACTION BY STOCKHOLDERS IS REQUIRED OR PERMITTED AT THIS TIME, AND
NO MONEY SHOULD BE SENT TO AMSERV.  THE RIGHTS WILL AUTOMATICALLY ATTACH TO THE
SHARES OF COMMON STOCK YOU HOLD AND WILL TRADE WITH THEM.  SEPARATE RIGHT
CERTIFICATES WILL BE SENT TO STOCKHOLDERS ONLY IF A PERSON OR GROUP ACQUIRES 10%
OR MORE OF AMSERV'S OUTSTANDING COMMON STOCK OR MAKES A TENDER OFFER FOR 10% OR
MORE OF THE COMMON STOCK.  AMSERV COMMON STOCK CERTIFICATES ISSUED AFTER JANUARY
29, 1996 WILL CONTAIN A REFERENCE TO THE RIGHTS PLAN, BUT THERE IS NO NEED TO
SEND IN YOUR CERTIFICATES TO HAVE THIS REFERENCE ADDED.

          The Rights are designed to protect stockholders in the event of an
unsolicited attempt to acquire the Company, including through an accumulation of
Common Stock in the open market, a partial, two-tier or inadequate tender offer
that does not treat all stockholders equally and other abusive takeover tactics
which the Board of Directors believes are not in the best interests of
stockholders.  These tactics unfairly pressure stockholders, squeeze them out of
their investment without giving them any real choice and deprive them of the
full value of their Common Stock.  We consider these Rights to be a valuable
means of protecting both your right to retain your equity investment in the
Company and the full value of that investment, while not foreclosing a fair
acquisition bid for the Company.

          The Rights are not intended to prevent a takeover of AMSERV and will
not do so.  They are designed to deal with the possibility of unilateral actions
by hostile acquirors that could deprive the Board of Directors and stockholders
of AMSERV of their ability to determine the Company's destiny and obtain the
highest price for their Common Stock.

          Adoption of the Plan should not by itself affect any prospective
acquiror who is willing to make an all-cash offer at a full and fair price or
who is willing to negotiate with the Company's Board

 
of Directors.  The Plan certainly will not interfere with a merger or other
business combination transaction approved by the Board of Directors.

          The issuance of the Rights has no dilutive effect, will not affect
reported earnings per share and is not taxable to the Company or to you.
Stockholders may, under certain circumstances, recognize taxable income if the
Rights become exercisable.

          Our overriding objective is to continue building value for AMSERV's
stockholders, and we feel that the Plan will assist in that effort.


                                 Sincerely,



                                 Eugene J. Mora
                                 Chief Executive Officer and President
                                 of AMSERV HEALTHCARE INC.

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                         SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES

          On January 19, 1996 the Board of Directors of AMSERV HEALTHCARE INC.
(the "Company") declared a dividend of one Right for each share of common stock,
$.01 par value (the "Common Shares"), of the Company outstanding at the close of
business on January 29, 1996 (the "Record Date").  As long as the Rights are
attached to the Common Shares, the Company will issue one Right (subject to
adjustment) with each new Common Share so that all such shares will have
attached Rights.  When exercisable, each Right will entitle the registered
holder to purchase from the Company one one-hundredth of a share of Class C
Junior Participating Preferred Stock (the "Preferred Shares") at a price of
$12.50 per one one-hundredth of a Preferred Share, subject to adjustment (the
"Purchase Price").  The description and terms of the Rights are set forth in a
Rights Agreement, dated as of January 24, 1996, as the same may be amended from
time to time (the "Rights Agreement"), between the Company and First Interstate
Bank of California, as Rights Agent (the "Rights Agent").

          Until the earlier to occur of (i) ten (10) days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 10% or more of the Common Shares or (ii) ten (10) days following
the commencement or announcement of an intention to make a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of the Common Shares (the earlier
of (i) and (ii) being called the "Distribution Date," whether or not either such
date occurs prior to the Record Date), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate together with a copy of this Summary of
Rights.

          The Rights Agreement provides that the Board of Directors, with the
concurrence of a majority of the Continuing Directors (as defined below), may
postpone the Distribution Date and that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares.  Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the close of business on the Record Date
upon transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference.  Until the Distribution Date
(or earlier redemption, exchange, termination or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares, with or without a
copy of this Summary of Rights, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.  As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.

          The Rights are not exercisable until the Distribution Date.  The
Rights will expire on January 29, 2006, subject to the Company's right to extend
such date (the "Final Expiration Date"), unless earlier redeemed or exchanged by
the Company or terminated.

          Each Preferred Share purchasable upon exercise of the Rights will be
entitled to a minimum preferential quarterly dividend payment of $1.00 per share
but will be entitled to an aggregate dividend of 100 times the dividend, if any,
declared per Common Share.  In the event of liquidation, the holders of the
Preferred Shares will be entitled to a minimum preferential liquidation payment
of $100 per share but will be entitled to an aggregate payment of 100 times the
payment made per Common Share.  Each Preferred Share will have 100 votes and
will vote together with the Common Shares.  Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are

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exchanged, each Preferred Share will be entitled to receive 100 times the amount
received per Common Share.  These rights are protected by customary antidilution
provisions.  Because of the nature of the Preferred Share's dividend,
liquidation and voting rights, the value of one one-hundredth of a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.

          The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares or convertible
securities at less than the current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred Shares of evidences of
indebtedness, cash, securities or assets (excluding regular periodic cash
dividends at a rate not in excess of 125% of the rate of the last regular
periodic cash dividend theretofore paid or, in case regular periodic cash
dividends have not theretofore been paid, at a rate not in excess of 50% of the
average net income per share of the Company for the four quarters ended
immediately prior to the payment of such dividend, or dividends payable in
Preferred Shares (which dividends will be subject to the adjustment described in
clause (i) above)) or of subscription rights or warrants (other than those
referred to above).

          In the event that a Person becomes an Acquiring Person (except
pursuant to certain cash offers for all outstanding Common Shares approved by
the Board) or if the Company were the surviving corporation in a merger with an
Acquiring Person or any affiliate or associate of an Acquiring Person and the
Common Shares were not changed or exchanged, each holder of a Right, other than
Rights that are or were acquired or beneficially owned by the 10% stockholder
(which Rights will thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a market value of two
times the then current Purchase Price of the Right.  With certain exceptions, in
the event that the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of the Right. Notwithstanding
the foregoing, in the event of any merger or other acquisition transaction
involving the Company pursuant to a merger or other acquisition agreement
between the Company and any Person (or any of his Associates or Affiliates),
which has been approved by the Board of Directors prior to that Person's
becoming an Acquiring Person, the Rights Agreement and any Rights granted
pursuant to the Rights Agreement shall be terminated.

          At any time after a Person becomes an Acquiring Person and prior to
the acquisition by such Acquiring Person of 50% or more of the outstanding
Common Shares, the Board of Directors may cause the Company to acquire the
Rights (other than Rights owned by an Acquiring Person which have become void),
in whole or in part, in exchange for that number of Common Shares having an
aggregate value equal to the Spread (the excess of the value of the Common
Shares issuable upon exercise of a Right after a Person becomes an Acquiring
Person over the Purchase Price) per Right (subject to adjustment).

          No adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No
fractional shares will be issued and in lieu thereof, a payment in cash will be
made based on the market price of the Preferred Shares on the last trading date
prior to the date of exercise.

          The Rights may be redeemed in whole, but not in part, at a price of
$.001 per Right (the "Redemption Price") by the Board of Directors at any time
prior to the close of business on the tenth day following the first date of
public announcement that a Person has become an Acquiring Person.  The Board of
Directors, with the concurrence of a majority of the Continuing Directors (as
defined below), may extend the period during which the Rights are redeemable
beyond the ten (10) days following the

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public announcement that a Person has become an Acquiring Person.  Under certain
circumstances set forth in the Rights Agreement, the decision to redeem shall
require the concurrence of a majority of the Continuing Directors.  Immediately
upon the action of the Board of Directors of the Company electing to redeem the
Rights, the Company shall make an announcement thereof, and upon such election,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

          The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the time that
any Person becomes an Acquiring Person, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the Continuing Directors.  Continuing Directors do not include an Acquiring
Person, or an affiliate or associate of an Acquiring Person, or any
representative of the foregoing.

          Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.

          Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date.  After the
Distribution Date, the Company and the Rights Agent may amend or supplement the
Rights Agreement without the approval of any holders of Right Certificates to
cure any ambiguity, to correct or supplement any provision contained therein
which may be defective or inconsistent with any other provisions therein, to
shorten or lengthen any time period under the Rights Agreement (so long as,
under certain circumstances, a majority of Continuing Directors approve such
shortening or lengthening) or so long as the interests of the holders of Right
Certificates (other than an Acquiring Person or an affiliate or associate of an
Acquiring Person) are not adversely affected thereby, to make any other
provisions in regard to matters or questions arising thereunder which the
Company and the Rights Agent may deem necessary or desirable, including but not
limited to extending the Final Expiration Date.  The Company may at any time
prior to such time as any Person becomes an Acquiring Person amend the Rights
Agreement to lower the thresholds described above to not less than the greater
of (i) any percentage greater than the largest percentage of the outstanding
Common Shares then known by the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%.

          A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Current Report on Form 8-K.  A copy of
the Rights Agreement is available free of charge from the Company.  This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.

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