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 earliest event reported): January 9,
                            1998
                              
                              
          CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
   (Exact name of registrant as specified in its charter)
                              
                              
     Nevada             0-15893              91-1256470
State or Other      Commission File No.    (I.R.S. Employer
Jurisdiction of                          Identification No.)
Incorporation or
Organization)

                  38 Pond Street, Suite 305
                Franklin, Massachusetts 02038
     (Address of principal executive offices) (Zip code)
                              
                       (508) 520-2422
           Registrant's telephone number including
                          area code
                              
                       Not Applicable
        Former name, former address and former fiscal
             year, if changed since last report
                              

Item 2.   Acquisition or Disposition of Assets

     (I)  On  January 5, 1998, pursuant to an Asset Purchase
          Agreement,  Consolidated Health  Care  Associates,
          Inc. consummated the sale of three of its Delaware
          clinics  and its remaining Pennsylvania clinic  to
          HealthSouth  Corporation.   The  clinics  included
          three  located  in Newark, DE, and one  clinic  in
          Philadelphia,  PA.   The Pennsylvania  clinic  was
          purchased by the Company in 1992 and the  Delaware
          clinics were purchased by the Company in 1993.
     
     (II) The Asset Purchase Agreement also provided for the
          assignment  of  trade receivables, assignments  of
          leases, the assignment of certain liabilities, and
          the  sale  of  certain fixed assets  used  in  the
          business of the clinics involved.
     
          The  consideration for the sale of the clinics and
          related  assets was $800,000 in cash.   The  Buyer
          also  assumed  approximately $5,000 of  associated
          liabilities.
     
          In  conjunction with this transaction, in  January
          1998  prior to the execution of the Asset Purchase
          Agreement, the Company agreed to satisfy two notes
          of  the  Company held by the former owner  of  the
          Delaware  clinics  issued in connection  with  the
          1993   business  acquisition  in  the  approximate
          amount   of   $609,000  through  an  agreed   upon
          settlement payment of approximately $130,000.
     
Pursuant  to the requirements of the Securities and Exchange
Act  of 1934, the registrant has duly caused this report  to
be  signed  on its behalf by the undersigned thereunto  duly
authorized:

Date: January 9, 1998         By: /s/ Robert M. Whitty
                                   Robert M. Whitty
                                   President


Date: January 9, 1998         By: /s/Raymond L. LeBlanc
                                   Raymond L. LeBlanc
                                   Chief Financial Officer


                         Exhibit Index

10.01       Asset  Purchase Agreement between the Company  and
            HealthSouth Corporation, dated January 5, 1998.

10.02       Release  Agreement between the Company  and  Sally
            Hoover dated January 5, 1998.