EXHIBIT 10.18 


                               FIRST AMENDMENT TO 
                         HORIZON HEALTHCARE CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

     The Employee Stock Purchase Plan (the "Plan") adopted by the Board of 
Directors of Horizon Healthcare Corporation and attached hereto is hereby 
amended as follows:

A.   Section 5.3 is amended to read in its entirety as follows:

     5.3  PURCHASE OF SHARES.  Shares shall be purchased from either unissued
     shares or treasury shares of the Company effective on the last day of each
     calendar quarter at a purchase price (the "Purchase Price") equal to the
     average of the high and low prices on the New York Stock Exchange on the
     last business day on which Common Stock of the Company was traded in the
     calendar quarter.  The Shares to be purchased each quarter on behalf of
     each Participant shall be the number of whole shares of Common Stock of the
     Company that can be purchased at the applicable Purchase Price from funds
     contributed by the Participant at a price per share equal to 85% of the
     Purchase Price.  Any remaining amounts credited to the Participant will be
     used to purchase stock in the following quarter and will be deemed to be
     the amounts first used for such purchase.  Each Participant will receive a
     quarterly statement setting forth the number of Shares purchased for such
     Participant during the quarter, the Purchase Price for the Shares, the
     total number of Shares held for the Participant pursuant to the Plan and
     the amount remaining credited to such Participant for the purchase of
     Shares in the following quarter.  All Shares issued pursuant to the Plan
     shall be validly issued, fully paid and nonassessable.

B.   Section 5.4 is amended to read in its entirety as follows:

     5.4  ISSUANCE OF STOCK CERTIFICATES AND WITHDRAWAL OF SHARES.  Any
     Participant may elect to withdraw all, but not a portion, of the Shares
     from his or her account effective on March 31 or September 30 of any
     calendar year and be issued a stock certificate for such Shares promptly
     following the effective date of such election, such election to be made by
     accurately completing the prescribed election form and filing it with the
     Administrator by March 15 or September 15, respectively, or such year;
     provided, however, that each Participant may make only one such withdrawal
     election in any twelve-month period.  If the number of Shares in a
     Participant's account at the time the Participant elects to withdraw the
     Shares is fewer than 25 Shares, such Participant shall be precluded from
     participating in the Plan for a period of one year from the date of such
     withdrawal.  Following each withdrawal of Shares, the Participant will
     receive a statement setting forth the cost basis for all Shares withdrawn.



C.   Except as specifically set forth herein, the Plan shall remain in full
     force and effect as originally approved by the Board.