SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

              (RULE 13d-101 INFORMATION TO BE INCLUDED IN STATEMENTS
                 FILED PURSUANT TO RULE 13d-1(A) AND AMENDMENTS
                     THERETO FILED PURSUANT TO RULE 13d-2(a))

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 1)*

                      Integrated Healthcare Holdings, Inc.
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                                (Name of Issuer)

                    Common Stock, $0.001 par value per share
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                         (Title of Class of Securities)

                                   45821T 10 8
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                                 (CUSIP Number)

     William E. Thomas, 6800 Indiana Avenue, Suite 130, Riverside, CA 92506
                                 (951) 782-8812
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   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                               and Communications)

                                  July 18, 2008
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             (Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. | |

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See sec. 240.13d-7 for other
parties to whom copies are to be sent.

- ---------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).

                         (Continued on following pages)

                              (Page 1 of 6 Pages)



CUSIP No. 45821T 10 8                 13D                         Page 2 of 6

- --------------------------------------------------------------------------------
1. Names of Reporting Persons.

     WILLIAM E. THOMAS
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2.   Check the Appropriate Box If a Member of a Group (See Instructions)
     (a) |_|
     (b) |X|
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3.   SEC Use Only

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4.   Source of Funds (See Instructions) OO (1)
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5.   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e) |_|

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6.   Citizenship or Place of Organization UNITED STATES
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               7.   Sole Voting Power
 NUMBER OF          0
   SHARES      -----------------------------------------------------------------
BENEFICIALLY   8.   Shared Voting Power
 OWNED BY           9,798,498 (2)
    EACH       -----------------------------------------------------------------
  REPORTING    9.   Sole Dispositive Power
   PERSON           9,798,498 (2)
    WITH       -----------------------------------------------------------------
               10.  Shared Dispositive Power
                    0 (2)
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11.  Aggregate Amount Beneficially Owned by Each Reporting Person 9,798,498 (2)
- --------------------------------------------------------------------------------
12.  Check If the Aggregate Amount in Row (11) Excludes Certain Shares (See
     Instructions) |_|
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13.  Percent of Class Represented by Amount in Row (11) 6.1% (1)
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14.  Type of Reporting Person (See Instructions) IN
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(1) No funds were used in making the disposition described in this Schedule 13D.

(2) The calculations contained on this page include 50,000 shares that may be
acquired by Reporting Person within 60 days pursuant to a director stock
option and assume 161,973,929 shares of Issuer's common stock are outstanding.
The information set forth in Items 4, 5 and 6 is incorporated herein by
reference.




CUSIP No. 45821T 10 8                 13D                         Page 3 of 6

         Pursuant to Rule 13d-2(a) promulgated under the Securities Exchange Act
of 1934 ("Exchange Act"), Reporting Person hereby files this Amendment No. 1 to
Schedule 13D ("Amendment") with the Securities and Exchange Commission
("Commission"). This Amendment amends and supplements the Schedule 13D
originally filed with the Commission on July 12, 2007 relating to the common
stock of Issuer.

         All capitalized terms used in this Amendment and not otherwise defined
herein have the meanings ascribed to them in the original Schedule 13D
(the "Schedule 13D"). The item numbers and responses thereto below are in
accordance with the requirements of Schedule 13D. All Rule citations used in
the Schedule 13D and this Amendment are to the rules and regulations promulgated
under the Exchange Act.


ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Item 3 of the Schedule 13D is amended and supplemented to reflect that
no funds were used in the disposition of Reporting Person's warrant as
described in Item 4.


ITEM 4.           PURPOSE OF TRANSACTION.

         Item 4 of the Schedule 13D is amended and supplemented to reflect the
occurrence of the following:

         On July 18, 2008, Issuer, Reporting Person and Kali P. Chaudhuri, M.D.,
("Chaudhuri"), entered into a Securities Purchase Agreement ("SPA"). Also on
July 18, 2008, Reporting Person gifted the remainder of his warrant to purchase
shares of Issuer's common stock to Chaudhuri, as the warrant was transferable
(subject to compliance with securities laws) and Reporting Person did not
intend to exercise the warrant. The transferred warrant covered 4,895,712
shares of Issuer's common stock, had an exercise price of $0.15 per share,
and was scheduled to expire on or about July 27, 2008.

         Under the SPA, Issuer agreed to register for resale securities owned by
Reporting Person and Chaudhuri following demand pursuant to the SPA. The SPA
provides Reporting Person and Chaudhuri with pre-emptive rights to maintain
their respective levels of ownership of Issuer's common stock by acquiring
additional equity securities concurrent with future issuances by Issuer of
equity securities or securities or rights convertible into or exercisable for
equity securities. These pre-emptive and registration rights superseded and
replaced their existing pre-emptive and registration rights contained or
incorporated by reference in the Rescission, Restructuring and Assignment
Agreement described in Items 4 and 6 of the Schedule 13D. Reporting Person
affirmatively disclaims that Reporting Person and Chaudhuri are acting as a
group with respect to such rights. Reporting Person may exercise his pre-emptive
rights as opportunities present themselves.

         The shares of Issuer's common stock held by Reporting Person are
subject to a limited irrevocable proxy in favor of Bruce Mogel ("Mogel"), as
previously described in Item 4 of the Schedule 13D and further described in Item
5(b) of this Amendment. Reporting Person intends to contact and consult with
members of Issuer's board of directors, management and other stockholders of
Issuer with regard to the election of directors, the voting of the proxy granted
to Mogel, and other governance matters. Reporting Person intends to encourage
Issuer to maximize stockholder value through refinancing of Issuer's secured
credit facilities.

         Except as set forth in the Schedule 13D, as amended by this Amendment,
Reporting Person currently has no plans or proposals that relate to or would
result in any of the following matters referred to in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D: (a) the acquisition by any person of
additional securities of Issuer, or the disposition of securities of Issuer; (b)
any extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Issuer or any of its subsidiaries; (c) any sale or
transfer of a material amount of assets of Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of Issuer; (f) any other material change in
Issuer's business or corporate structure; (g) any changes in Issuer's charter,
bylaws or instruments corresponding thereto, or other actions which may impede
the acquisition of control of Issuer by any person; (h) causing a class of
securities of Issuer to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
Issuer becoming eligible for termination of the registration pursuant to Section
12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above. Reporting Person, however, may at any time and from time to
time, review or reconsider his position with respect to any of such matters.



CUSIP No. 45821T 10 8                 13D                         Page 4 of 6


         References to, and descriptions of the proxy and SPA in this Item 4
are qualified in their entirety by reference to Item 5 of the Schedule 13D,
as amended hereby, and by reference to the full text of those documents,
which are attached or incorporated by reference as exhibits hereto.


ITEM 5.           INTEREST IN SECURITIES OF ISSUER

         Item 5 of the Schedule 13D is amended and supplemented to reflect the
occurrence of the following:

         (a) See Item 4 above. Reporting Person may be deemed to be the
beneficial owner (within the meaning of Rule 13d-3(a) of the Exchange Act) of up
to 9,798,498 shares of common stock (see Items 3, 4 and 6), including 9,748,498
outstanding shares and 50,000 shares that Reporting Person may acquire within
60 days upon exercise of a stock option granted under Issuer's 2006 Stock
Incentive Plan to Reporting Person in his capacity as a member of Issuer's
board of directors. The 9,798,498 shares represent a beneficial ownership
interest of approximately 6.1% of Issuer's common stock, as calculated pursuant
to Rule 13d-3(a). The 9,748,498 outstanding shares currently owned by
Reporting Person represent approximately 6.0% of Issuer's 161,973,929
outstanding shares.

         (b) As indicated in Item 4, Reporting Person shares voting power with
respect to the shares of common stock described as beneficially owned by
Reporting Person in Item 5(a) above. Reporting Person has sole dispositive power
with respect to the shares of common stock described as beneficially owned by
Reporting Person in Item 5(a) above. However, Reporting Person has agreed,
pursuant to the proxy granted to Mogel, that Reporting Person shall not, without
prior written consent of Mogel, take or permit any action, prior to termination
of the proxy, to directly or indirectly (i) sell, give, assign, transfer,
exchange, pledge or otherwise dispose of or encumber, or make any offer or
agreement relating to any of the foregoing with respect to, any of the shares
that are the subject of the proxy, except where the proxy shall remain in full
force and effect with respect to such shares after the consummation of the
transaction, (ii) deposit any of the shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of the shares or grant any
proxy or power of attorney with respect to any of the shares, or (iii) with
respect to stockholder votes or actions with respect to which Mogel would be
authorized to exercise the proxy, vote or attempt to vote any of the shares at
any meeting of Issuer's stockholders or in any action by written consent of
Issuer's stockholders in lieu of a meeting, except in a manner reasonably
requested by Mogel.

         (c) Except as described herein, Reporting Person has not effected any
transactions in the common stock during the past 60 days.

         (d) Not applicable.

         (e) Not applicable.


ITEM 6.           CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
                  RESPECT TO SECURITIES OF THE ISSUER.

         Item 6 of the Schedule 13D is amended and supplemented to include the
information contained in Items 4 and 5 of this Amendment.


ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS.

         Item 7 of the Schedule 13D is amended to read as follows:

Exhibit       Description
- -------       -----------

   1     Rescission, Restructuring and Assignment Agreement, dated as of January
         27, 2005, by and among Issuer, Kali P. Chaudhuri, M.D., William E.
         Thomas, Anil V. Shah, M.D., and Orange County Physicians Investment
         Network, LLC (incorporated by reference to Exhibit 99.1 to Issuer's
         Current Report on Form 8-K filed on February 2, 2005)

   2     Payment Agreement dated as of January 31, 2005, by and among Issuer,
         Reporting Person, Anil V. Shah, M.D., and Orange County Physicians
         Investment Network, LLC (incorporated by reference to Exhibit 99.11 of
         the Schedule 13D/A No. 2 filed by Kali P. Chaudhuri, M.D. on March 10,
         2005)




CUSIP No. 45821T 10 8                 13D                         Page 5 of 6


Exhibit       Description
- -------       -----------


   3     Form of Stock Purchase Warrant dated as of January 27, 2005, by and
         between Issuer and Reporting Person (incorporated by reference to
         Exhibit B-2 that is attached to Exhibit 99.1 to Issuer's Current Report
         on Form 8-K filed on February 2, 2005)

   4     Irrevocable Proxy dated as of July 2, 2007 by and between Bruce Mogel,
         as grantee, and Reporting Person, as grantor, and Amendment No. 1
         dated July 11, 2007 (incorporated by reference to Exhibit 2 to the
         Schedule 13D filed by Bruce Mogel on July 12, 2007)

   5     Securities Purchase Agreement, dated effective as of July 18, 2008,
         among Issuer, Reporting Person, and Kali P. Chaudhuri, M.D.
         (incorporated by reference to Exhibit 10.1 of Issuer's Current Report
         on Form 8-K filed on July 21, 2008)







CUSIP No. 45821T 10 8                 13D                         Page 6 of 6

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                                      July 22, 2008
                                            ------------------------------------
                                                          (Date)

                                            /s/ William E. Thomas, an individual
                                            ------------------------------------
                                                        (Signature)