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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

   
                                  FORM 10-Q/A
    

   
                                Amendment No. 3
    

                          (Amending Part II - Item 1)


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                    For the Quarter Ended September 30, 1997

                          Commission File No. 1-14114

                         RETIREMENT CARE ASSOCIATES, INC.          
             (Exact Name of Registrant as Specified in its Charter)

          Colorado                                     43-1441789            
- ------------------------------             ----------------------------------
(State or Other Jurisdiction of           (IRS Employer Identification Number)
Incorporation or Organization)

           6000 Lake Forrest Drive, Suite 200, Atlanta, Georgia 30328
                    (Address of Principal Executive Offices)

                               (404) 255-7500                     
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to
such filing requirements for the past 90 days.

                              Yes [ X ]   No [   ]

There were 14,749,441 shares of the Registrant's $.0001 par value Common Stock
outstanding as of September 30, 1997.
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                  RETIREMENT CARE ASSOCIATES AND SUBSIDIARIES
               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1997

                                     INDEX
   


                                                                      Page(s)
                                                                
PART II.  OTHER INFORMATION.

  Item 1.      Legal Proceedings. . . . . . . . . . . . . . . . ..       3


               Signatures. . . . . . . . . . . . . . . . . . . . .       4
                               

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                          PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

          The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997, includes information in Item 3 - Legal Proceedings, with regard
to litigation commenced during the quarter ended September 30, 1997.  Such
information is incorporated herein by this reference.

   
          Since the Form 10-K was filed one additional class action was filed
against the Company similar to the nine class actions disclosed in the Form
10-K.  This suit was titled TP HOLDING ON BEHALF OF ITSELF AND ALL OTHERS
SIMILARLY SITUATED, PLAINTIFF V. RETIREMENT CARE ASSOCIATES, INC., CHRIS
BROGDON, DARRELL C. TUCKER, JULIAN S. DALEY AND HARLAN MATTHEWS, DEFENDANTS.
This class action complaint was filed on October 24, 1997 in the United States
District Court, Northern District of Georgia, Atlanta Division , Civil Action
No. 1: 97-CV-3228.  The complaint alleges that the Company and certain of its
officers and directors misrepresented the results of the Company's operations
and concealed adverse material information concerning the operations, finances,
financial condition, products, inventories, results of operations and future
business prospects of the Company in its quarterly reports, filings with the
Securities and Exchange Commission, press releases and presentations to
securities analysts.  The compliant does not specify the amount of damages
sought. The Company will vigorously defend against all ten of these class
actions.
    

          The class action filed by Panhai Shah against the Company in the
Central District of California was dismissed and refiled in the Northern
District of Georgia as Civil Action No. 1:97-CV-3192.

          In the lawsuit filed by Theratx Inc. against the Company, the Company
filed a motion for a summary judgment and lost on October 14, 1997.  A notice
of appeal has been filed in the Georgia Court of Appeals. The appeal has not 
been docketed, no formal pleadings have been filed and the issues regarding the
appeal have not been framed.


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                                   SIGNATURES

     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.

   
                                  RETIREMENT CARE ASSOCIATES, INC.
DATED: May 21, 1998               By: /s/ Darrell C. Tucker
                                      ----------------------------
                                      Darrell C. Tucker, Treasurer
    


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