UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


(Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form
N-SAR

               For Period Ended:     July 31, 1997       

               [  ] Transition Report on Form 10-K
               [  ] Transition Report on Form 20-F
               [  ] Transition Report on Form 11-K
               [  ] Transition Report on Form 10-Q
               [  ] Transition Report on Form N-SAR
               For the Transition Period Ended:                        

     If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
__________________________________________


PART I - REGISTRANT INFORMATION

                              Health Management, Inc.                    
Full Name of Registrant


                                                                       
Former Name if Applicable


                         1371-A Abbott Court                           
Address of Principal Executive Office (Street and Number)


                    Buffalo Grove,  Illinois  60089                    
City, State and Zip Code






PART II - RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.  (Check box if appropriate)

     (a)  The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[ X ]     (b)  The subject annual report, semi-annual report, transition report
               on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
               will be filed on or before the fifteenth calendar day following
               the prescribed due date; or the subject quarterly report of
               transition report on Form 10-Q, or portion thereof will be filed
               on or before the fifth calendar day following the prescribed due
               date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.



PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.


     The registrant was unable to file its quarterly report on Form 10-Q for the
     period ended July 31, 1997 within the prescribed time period.  The delay is
     due to the fact that the management of registrant has been devoting its
     energies toward consummating the proposed merger with an affiliate of
     Transworld HealthCare, Inc. and, therefore, has been unable to complete the
     Form 10-Q on a timely basis.



PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

     Cheryl V. Reicin          212          547-5522                  
          (Name)            (Area Code) (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed?  If answer is
     no, identify report(s).

                         [ X ] Yes   [   ] No




(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?

                         [   ] Yes    [ X ] No




     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.





                                   SIGNATURES


     Health Management, Inc. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.


                              HEALTH MANAGEMENT, INC.


Date: September 12, 1997      By:    /s/  James R. Mieszala                 
                              Name:  James R. Mieszala
                              Title: Chief Executive Officer and 
                                     President