As filed with the Securities and Exchange Commission on December 31, 1997.
                                             Registration No. 333-



                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                  FORM S-8

                           REGISTRATION STATEMENT
                                    Under
                         THE SECURITIES ACT OF 1933


                          CARETENDERS HEALTH CORP.
             (Exact name of registrant specified in its charter)

                    Delaware                          06-1153720
          (State or Other Jurisdiction             (I.R.S. Employer
              of Incorporation of                Identification No.)
                 Organization)

                      100 Mallard Creek Road, Suite 400
                         Louisville, Kentucky  40207
             (Address of Principal Executive Offices) (Zip Code)


                          CARETENDERS HEALTH CORP.
              Non-Employee Directors Deferred Compensation Plan
                          (Full title of the Plan)


           William B. Yarmuth                       Copies to:
     Chairman, President and Chief                Ivan M. Diamond
           Executive Officer              Greenebaum Doll & McDonald PLLC
        CARETENDERS Health Corp.             3300 National City Tower
   100 Mallard Creek Road, Suite 400        Louisville, Kentucky 40202
       Louisville, Kentucky 40207                 (502) 589-4200
             (502) 899-5355

   (Name, Address and Telephone Number, Including Ara Code, of Agent for
                                  Service)


                       CALCULATION OF REGISTRATION FEE

                                  Proposed        Proposed
      Title of                     maximum         maximum
     securities      Amount       offering        aggregate      Amount of
        to be        to be        price per       offering     registration
     registered    registered     share(1)        price(1)          fee
    ------------- ------------  ------------  --------------  --------------
    Common Stock,
      par value      100,000
        $.10         shares        $ 7.00         $700,000       $ 212.12


     (1)  Estimated solely for the purpose of calculating the  registration
  fee.   This  estimate has  been calculated  in accordance  with Rule  457
  under the Securities Act of 1933 and is based on the average of the  high
  and  low prices  per share  as reported  on the  National Association  of
  Securities Dealers - National Market System on December 23, 1997.

<PAGE>
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

  The following  documents filed by  Caretenders Health  Corp. (_Registrant_)
with the Securities and  Exchange Commission (Commission File  No. 001-09848)
are incorporated by reference into this Registration Statement:

  (a)     The Registrant's  Quarterly Report  on Form  10-Q  for the  quarter
ended September 30, 1997, as filed November 14, 1997;

  (b)     The Registrant's Proxy Statement, as filed October 14, 1997;

  (c)     The Registrant's  Quarterly Report  on Form  10-Q  for the  quarter
ended June 30, 1997, as filed August 14, 1997;

  (d)     The Registrant's  Annual Report  on Form  10-K for  the year  ended
March 31, 1997, as filed July 1, 1997 and as amended;

  (e)     The description of the  Company's Common Stock as  contained in the
Registration Statement  on Form  8-A, filed  by the  Company to  register the
Common Stock under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and all amendments or reports  filed for the purpose  of updating such
description prior to the termination of the offering of Common Stock hereby.

  All documents subsequently filed by Registrant  pursuant to Sections 13(a),
13(c), 14 and  15(d) of  the Exchange  Act, prior  to the  filing of  a post-
effective amendment which indicates  that all securities offered  hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this  Registration Statement and to
be a part hereof  from the date of  filing of such documents.   Any statement
contained in a document incorporated  by reference herein shall  be deemed to
be modified or superseded for purposes of this  Registration Statement to the
extent that a statement contained herein (or in  any other subsequently filed
document  which  also  is  incorporated  by  reference  herein)  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed to constitute a part hereof except as so modified or superseded.

<PAGE>
Item 4.  Description of Securities.

  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
<PAGE>
  Not Applicable.

Item 6.  Indemnification of Directors and Officers.

  Section  145 of  the Delaware  General  Corporation Law  (_GCL_) permits  a
Delaware corporation to indemnify any person who was or  is, or is threatened
to be made, a party to  any threatened, pending or completed  action, suit or
proceeding, whether civil,  criminal, administrative or  investigative (other
than an action by or in the right of such corporation) by  reason of the fact
that such person  is or was  a director, officer,  employee or agent  of such
corporation, or is  or was serving  at the request  of such corporation  as a
director, officer,  employee or  agent of  another corporation,  partnership,
joint venture, trust or other enterprise.  The indemnity may include expenses
(including attorneys' fees), judgments, fines and  amounts paid in settlement
actually and  reasonably incurred  by  such person  in  connection with  such
action, suit or proceeding, provided that such person acted in good faith and
in a manner such  person reasonably believed to  be in or not  opposed to the
best interests of the corporation,  and, with respect to  any criminal action
or proceeding, such person had no reasonable cause to believe his conduct was
unlawful.   A Delaware  corporation  may indemnify  such  persons in  actions
brought by or in  the right of the  corporation to procure a  judgment in its
favor under the same  conditions except that no  indemnification is permitted
in respect of any  claim, issue or  matter as to  which such person  has been
adjudged to be liable to the  corporation unless and to the  extent the Court
of Chancery of the  State of Delaware  or the court  in which such  action or
suit was  brought  determines  upon application  that,  in  view of  all  the
circumstances of the case, such  person is fairly and  reasonably entitled to
indemnity for such  expenses as  the Court  of Chancery  or other  such court
deems proper.  To the extent such person has been successful on the merits or
otherwise in defense of  any action referred to  above, or in defense  of any
claim, issue or  matter therein, the  corporation must indemnify  him against
expenses (including attorneys' fees) actually and  reasonably incurred by him
in connection therewith.  Corporations, under  certain circumstances, may pay
expenses incurred  by  an  officer  or  director  in  advance  of  the  final
disposition of  an  action  for which  indemnification  may  be permitted  or
required.  The  indemnification and advancement  of expenses provided  for or
granted pursuant to  Section 145  are not  exclusive of  any other  rights to
which those  seeking  indemnification  or  advancement  of  expenses  may  be
entitled under any  bylaw, agreement, vote  of stockholders  or disinterested
directors or otherwise.  Section 145 further provides  that a corporation may
maintain insurance  against  liabilities  for  which indemnification  is  not
expressly provided by statute.

  Article IX of the Company's Amended and Restated By-Laws provides:

     _(a) The Corporation shall indemnify any person who was or is a  party
  or  is threatened  to be  made  a party  to  any threatened,  pending  or
  completed   action,  suit   or  proceeding,   whether  civil,   criminal,
  administrative or investigative (other than an action by or in the  right
  of the Corporation) by reason of  the fact that he is or was a  director,
  officer, employee or  agent of the Corporation, or  is or was serving  at
  the request of the Corporation as a director, officer, employee or  agent
  of  another  corporation, partnership,  joint  venture,  trust  or  other
  enterprise,  against  expenses (including  attorneys'  fees),  judgments,
  fines and amounts paid in settlement actually and reasonably incurred  by
  him in  connection with such action,  suit or proceeding  if he acted  in
  good  faith and  in a  manner he  reasonably  believed to  be in  or  not
  opposed to the  best interests of the  Corporation, and, with respect  to
  any criminal  action or proceeding,  had no reasonable  cause to  believe
  his  conduct was  unlawful.   The  termination  of any  action,  suit  or
  proceeding by judgment, order, settlement, conviction, or upon a plea  of
  nolo contendere  or its  equivalent,  shall  not, of  itself,  create  a
  presumption that  the person did not  act in good faith  and in a  manner
  which  he reasonably  believed  to be  in  or  not opposed  to  the  best
  interests of  the Corporation, and, with  respect to any criminal  action
  or  proceeding, had  reasonable cause  to believe  that his  conduct  was
  unlawful.

<PAGE>
     (b)  The Corporation shall indemnify any person who was or is a  party
  or  is threatened  to be  made  a party  to  any threatened,  pending  or
  completed  action or  suit by  or  in the  right  of the  Corporation  to
  procure a judgment in its favor  by reason of the fact that he is or  was
  a director, officer, employee or agent  of the Corporation, or is or  was
  serving  at  the request  of  the  Corporation as  a  director,  officer,
  employee or  agent of  another corporation,  partnership, joint  venture,
  trust or  other enterprise against  expenses (including attorneys'  fees)
  actually and  reasonably incurred by him  in connection with the  defense
  or settlement of such action or  suit if he acted in good faith and in  a
  manner  he reasonably  believed to  be  in or  not  opposed to  the  best
  interests of the Corporation and except that no indemnification shall  be
  made in respect  to any claim, issue or matter  as to which person  shall
  have  been adjudged  to be  liable for  negligence or  misconduct in  the
  performance of his duty to the Corporation unless and only to the  extent
  that the Court of Chancery or the court in which such action or suit  was
  brought shall determine  upon application that, despite the  adjudication
  of liability  but in  view of  all the  circumstances of  the case,  such
  person is fairly and  reasonably entitled to indemnity for such  expenses
  which the Court of Chancery or such other court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of  the
  Corporation has been successful on the merits or otherwise in defense  of
  any action, suit  or proceeding referred to  in Subsections (a) and  (b),
  or  in defense  of  any claim,  issue  or  matter therein,  he  shall  be
  indemnified  against expenses  (including attorneys'  fees) actually  and
  reasonably incurred by him in connection therewith.

     (d)  Any indemnification under Subsections (a) and (b) (unless ordered
  by a court)  shall be made by the Corporation  only as authorized in  the
  specific case upon a determination that indemnification of the  director,
  officer, employee or agent is proper in the circumstances because he  has
  met the applicable standard of  conduct set forth in Subsections (a)  and
  (b).  Such determination shall be  made (1) by the Board of Directors  by
  a majority vote of a quorum consisting of directors who were not  parties
  to  such action,  suit or  proceeding, or  (2) if  such a  quorum is  not
  obtainable, or,  even if obtainable a  quorum of disinterested  directors
  so directs, by independent legal counsel in a written opinion, or (3)  by
  the stockholders.

     (e)  Expenses incurred in defending a  civil or criminal action,  suit
  or proceeding shall  be paid by the Corporation  in advance of the  final
  disposition  of such  action, suit  or proceeding  as authorized  by  the
  Board of Directors  in the specific case  upon receipt of an  undertaking
  by or  on behalf of  the director, officer,  employee or  agent to  repay
  such amount.   He shall not  repay the amount if  it shall be  ultimately
  determined that he is entitled to be indemnified by this section.

     (f)  The indemnification provided by this section shall not be  deemed
  exclusive of any other rights to which those seeking indemnification  may
  be  entitled  under  any  By-Law,  agreement,  vote  of  stockholders  or
  disinterested directors or otherwise,  both as to action in his  official
  capacity and as to action in another capacity while holding such  office,
  and  shall continue  as to  a person  who has  ceased to  be a  director,
  officer, employee or agent and shall  inure to the benefit of the  heirs,
  executors and administrators of such a person.

     (g)  The Corporation is authorized, according to the discretion of the
  Board of Directors, to purchase  and maintain insurance on behalf of  any
  person  who is  or was  a director,  officer, employee  or agent  of  the
  Corporation, or is or was serving at the request of the Corporation as  a
  director,   officer,   employee  or   agent   of   another   corporation,
  partnership,  joint  venture,  trust  or  other  enterprise  against  any
  liability asserted against him and incurred by him in any such  capacity,
  or arising  out of his  status as such,  whether or  not the  Corporation
  must indemnify  him against such liability  under the provisions of  this
  section.

<PAGE>
     (h)  For purposes  of this  section, references  to _the  Corporation_
  shall  include,   in  addition  to   the  Corporation,  any   constituent
  corporation (including  any constituent of a  constituent) absorbed in  a
  consolidation or merger  which, if its separate existence had  continued,
  would have had power and authority to indemnify its directors,  officers,
  and employees  or agents, so that  any person who is  or was a  director,
  officer, employee or agent of such constituent corporation, or is or  was
  serving at  the request of  such constituent corporation  as a  director,
  officer, employee  or agent  of another  corporation, partnership,  joint
  venture, trust  or other  enterprise, shall  stand in  the same  position
  under  the provisions  of  this section  with  respect to  the  resulting
  corporation  as   he  would  have  with   respect  to  such   constituent
  corporation if its separate existence had continued._
  The Company  maintains liability  insurance coverage  for its  officers and
directors which entitles the  Company to be reimbursed  for certain indemnity
payments it is required  or permitted to make  to its directors  and officers
with respect to actions arising out  of the performance of  such officer's or
director's duty in his or her capacity as such.

Item 7.  Exemption from Registration Claimed.

  Not Applicable.

Item 8.Exhibits.

  The following exhibits are filed as part of this Registration Statement:

     4.1  Certificate  of  Incorporation,  as  amended  (Exhibit 3.1  to  the
Registrant's Annual Report on Form 10-K for the year ended March 31, 1997, is
incorporated herein by reference).

     4.2  Amended and  Restated  By-Laws  (Exhibit  3.2 to  the  Registrant's
Annual Report on Form 10-K for the year ended March 31, 1997, is incorporated
herein by reference).

     4.3  Amended and Restated Revolving  Credit Note Between  the Registrant
and Heller Financial dated October 13, 1995.

     5 Opinion of Greenebaum  Doll & McDonald PLLC as to  the legality of the
securities being registered.

     23.1 Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).

     23.2 Consent of Arthur Andersen LLP.

     24Powers of  Attorney (included  on signature  page of  the Registration
Statement).

Item 9.Undertakings.

  (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (i)   To include any prospectus required by  Section 10(a)(3) of the
Securities Act of 1933;

<PAGE>
        (ii)   To reflect in the prospectus any facts or events arising after
the effective date of  the Registration Statement  (or the most  recent post-
effective  amendment  thereof)  which,  individually  or  in  the  aggregate,
represent  a  fundamental  change  in  the  information   set  forth  in  the
Registration Statement;

       (iii)   To include any material  information with respect to  the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

  Provided, however, that paragraphs (a)(1)(i) and  (a)(1)(ii) of this Item 9
do not apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in the  post-effective amendment by those
paragraphs is contained in periodic reports filed  by the Registrant pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.

     (2)  That, for  the  purpose  of  determining  any liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration  statement relating to the  securities offered therein,
and the offering of  such securities at that  time shall be deemed  to be the
initial bona fide offering thereof.

     (3)  To remove from registration by means  of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

  (b)  The  undersigned Registrant  hereby undertakes  that, for  purposes of
determining any liability under  the Securities Act  of 1933, each  filing of
Registrant's annual  report  pursuant  to  Section  13(a)  or  15(d)  of  the
Securities Exchange Act  of 1934  (and, where applicable,  each filing  of an
employee benefit  plan's  annual  report pursuant  to  Section  15(d) of  the
Securities Exchange Act  of 1934)  that is incorporated  by reference  in the
Registration Statement shall  be deemed  to be  a new  registration statement
relating to  the  securities  offered  therein,  and  the  offering  of  such
securities at that time shall be deemed to be the  initial bona fide offering
thereof.

  The  undersigned Registrant  hereby undertakes  to deliver  or cause  to be
delivered with the prospectus, to each person to whom  the prospectus is sent
or given, the latest annual  report to security holders  that is incorporated
by reference  to the  prospectus and  furnished pursuant  to and  meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where  interim financial information  required to be  presented by
Article 3 of Regulation S-X is  not set forth in the  prospectus, to deliver,
or cause to be  delivered to each  person to whom  the prospectus is  sent or
given, the  latest  quarterly report  that  is  specifically incorporated  by
reference in the prospectus to provide such interim financial information.

  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to directors,  officers and controlling  persons of
the Registrant pursuant to the foregoing provisions, or otherwise, Registrant
has been  advised  that  in  the  opinion  of  the  Securities  and  Exchange
Commission such indemnification is against public policy  as expressed in the
Act and  is,  therefore,  unenforceable.   In  the  event  that a  claim  for
indemnification  against  such  liabilities   (other  than  the   payment  by
Registrant of expenses incurred or paid by a director, officer or controlling
person of  Registrant  in  the successful  defense  of  any action,  suit  or
proceeding) is asserted  by such director,  officer or controlling  person in
connection with the securities  being registered, Registrant will,  unless in
the opinion  of  its  counsel the  matter  has  been settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against  public policy as expressed  in the Act
and will be governed by the final adjudication of such issue.

<PAGE>
SIGNATURES
  Pursuant to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it  meets all of the
requirements for filing  on Form  S-8 and has  duly caused  this Registration
Statement to  be signed  on its  behalf  by the  undersigned, thereunto  duly
authorized, in the  City of  Louisville, State of  Kentucky, on  December 23,
1997.

                         CARETENDERS HEALTH CORP.

                         By:   William B. Yarmuth
                              Chairman, President and Chief Executive Officer


  Pursuant  to  the  requirements  of  the   Securities  Act  of  1933,  this
Registration Statement  has  been  signed by  the  following  persons in  the
capacities and on the dates indicated.


                              POWER OF ATTORNEY

  KNOW ALL  MEN BY THESE PRESENTS,  that each person whose  signature appears
below constitutes and appoints William B. Yarmuth and C. Steven Guenthner and
each of them such individual's true and  lawful attorneys-in-fact and agents,
with full power of  substitution and resubstitution, for  such individual and
in his or her name, place  and stead, in any and all  capacities, to sign all
amendments  (including  post-effective   amendments)  to   this  Registration
Statement and any registration statement related to the offering contemplated
by this Registration Statement that  is to be effective  upon filing pursuant
to Rule 462(b) under the Securities  Act of 1933, and to file  the same, with
all exhibits thereto,  and all  documents in  connection therewith,  with the
Securities  and  Exchange  Commission  and  any  State  or  other  regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
full power  and authority  to do  and perform  each and  every act  and thing
requisite or necessary to be done  in and about the premises as  fully to all
intents and  purposes as  he  or she  might  or could  do  in person,  hereby
ratifying and confirming all  that said attorneys-in-fact and  agents, or any
of them, or their substitute or  substitutes, may lawfully do or  cause to be
done by virtue hereof.

<PAGE>
Signature                  Title                            Date


/s/ William B. Yarmuth     Chairman of the Board, President December 23, 1997
William B. Yarmuth         and Chief Executive Officer


/s/ C. Steven Guenthner    Senior Vice President and Chief  December 23, 1997
C. Steven Guenthner        Financial Officer (Chief Financial
                           and Accounting Officer)

/s/ Steven B. Bing         Director                         December 29, 1997
Steven B. Bing


/s/ Patrick B. McGinnis    Director                         December 29, 1997
Patrick B. McGinnis

/s/ Donald G. McClinton    Director                         December 29, 1997
Donald G. McClinton


/s/ Tyree G. Wilburn       Director                         December 29, 1997
Tyree G. Wilburn


/s/ Jonathan Goldberg      Director                         December 29, 1997
Jonathan Goldberg


/s/ Wayne T. Smith         Director                         December 29, 1997
Wayne T. Smith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24124}]
{"company-data": {"conformed-name": "CARETENDERS HEALTH CORP", "cik": "0000799231", "assigned-sic": "8082", "irs-number": "061153720", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43631", "film-number": "97747875"}, "business-address": {"street1": "100 MALLARD CREEK ROAD", "street2": "SUITE 400", "city": "LOUISVILLE", "state": "KY", "zip": "40207", "phone": "502-899-53"}, "mail-address": {"street1": "100 MALLARD CREEK ROAD", "street2": "SUITE 400", "city": "LOUISVILLE", "state": "KY", "zip": "40207"}, "former-company": {"former-conformed-name": "SENIOR SERVICE CORP", "date-changed": "19920123"}}
As filed with the Securities and Exchange Commission on December 31, 1997.
                                             Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    Under
                         THE SECURITIES ACT OF 1933

                          CARETENDERS HEALTH CORP.
             (Exact name of registrant specified in its charter)

                    Delaware                          06-1153720
          (State or Other Jurisdiction             (I.R.S. Employer
              of Incorporation of                Identification No.)
                 Organization)

                      100 Mallard Creek Road, Suite 400
                         Louisville, Kentucky  40207
             (Address of Principal Executive Offices) (Zip Code)

                          CARETENDERS HEALTH CORP.
              Non-Employee Directors Deferred Compensation Plan
                          (Full title of the Plan)

           William B. Yarmuth                       Copies to:
     Chairman, President and Chief                Ivan M. Diamond
           Executive Officer              Greenebaum Doll & McDonald PLLC
        CARETENDERS Health Corp.             3300 National City Tower
   100 Mallard Creek Road, Suite 400        Louisville, Kentucky 40202
       Louisville, Kentucky 40207                 (502) 589-4200
             (502) 899-5355

   (Name, Address and Telephone Number, Including Ara Code, of Agent for
                                  Service)

                       CALCULATION OF REGISTRATION FEE

                                  Proposed        Proposed
      Title of                     maximum         maximum
     securities      Amount       offering        aggregate      Amount of
        to be        to be        price per       offering     registration
     registered    registered     share(1)        price(1)          fee
    ------------- ------------  ------------  --------------  --------------
    Common Stock,
      par value      100,000
        $.10         shares        $ 7.00         $700,000       $ 212.12

     (1)  Estimated solely for the purpose of calculating the  registration
  fee.   This  estimate has  been calculated  in accordance  with Rule  457
  under the Securities Act of 1933 and is based on the average of the  high
  and  low prices  per share  as reported  on the  National Association  of
  Securities Dealers - National Market System on December 23, 1997.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

  The following  documents filed by  Caretenders Health  Corp. (_Registrant_)
with the Securities and  Exchange Commission (Commission File  No. 001-09848)
are incorporated by reference into this Registration Statement:

  (a)     The Registrant's  Quarterly Report  on Form  10-Q  for the  quarter
ended September 30, 1997, as filed November 14, 1997;

  (b)     The Registrant's Proxy Statement, as filed October 14, 1997;

  (c)     The Registrant's  Quarterly Report  on Form  10-Q  for the  quarter
ended June 30, 1997, as filed August 14, 1997;

  (d)     The Registrant's  Annual Report  on Form  10-K for  the year  ended
March 31, 1997, as filed July 1, 1997 and as amended;

  (e)     The description of the  Company's Common Stock as  contained in the
Registration Statement  on Form  8-A, filed  by the  Company to  register the
Common Stock under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and all amendments or reports  filed for the purpose  of updating such
description prior to the termination of the offering of Common Stock hereby.

  All documents subsequently filed by Registrant  pursuant to Sections 13(a),
13(c), 14 and  15(d) of  the Exchange  Act, prior  to the  filing of  a post-
effective amendment which indicates  that all securities offered  hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this  Registration Statement and to
be a part hereof  from the date of  filing of such documents.   Any statement
contained in a document incorporated  by reference herein shall  be deemed to
be modified or superseded for purposes of this  Registration Statement to the
extent that a statement contained herein (or in  any other subsequently filed
document  which  also  is  incorporated  by  reference  herein)  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed to constitute a part hereof except as so modified or superseded.
Item 4.  Description of Securities.

  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
Not Applicable.

Item 6.  Indemnification of Directors and Officers.

  Section  145 of  the Delaware  General  Corporation Law  (_GCL_) permits  a
Delaware corporation to indemnify any person who was or  is, or is threatened
to be made, a party to  any threatened, pending or completed  action, suit or
proceeding, whether civil,  criminal, administrative or  investigative (other
than an action by or in the right of such corporation) by  reason of the fact
that such person  is or was  a director, officer,  employee or agent  of such
corporation, or is  or was serving  at the request  of such corporation  as a
director, officer,  employee or  agent of  another corporation,  partnership,
joint venture, trust or other enterprise.  The indemnity may include expenses
(including attorneys' fees), judgments, fines and  amounts paid in settlement
actually and  reasonably incurred  by  such person  in  connection with  such
action, suit or proceeding, provided that such person acted in good faith and
in a manner such  person reasonably believed to  be in or not  opposed to the
best interests of the corporation,  and, with respect to  any criminal action
or proceeding, such person had no reasonable cause to believe his conduct was
unlawful.   A Delaware  corporation  may indemnify  such  persons in  actions
brought by or in  the right of the  corporation to procure a  judgment in its
favor under the same  conditions except that no  indemnification is permitted
in respect of any  claim, issue or  matter as to  which such person  has been
adjudged to be liable to the  corporation unless and to the  extent the Court
of Chancery of the  State of Delaware  or the court  in which such  action or
suit was  brought  determines  upon application  that,  in  view of  all  the
circumstances of the case, such  person is fairly and  reasonably entitled to
indemnity for such  expenses as  the Court  of Chancery  or other  such court
deems proper.  To the extent such person has been successful on the merits or
otherwise in defense of  any action referred to  above, or in defense  of any
claim, issue or  matter therein, the  corporation must indemnify  him against
expenses (including attorneys' fees) actually and  reasonably incurred by him
in connection therewith.  Corporations, under  certain circumstances, may pay
expenses incurred  by  an  officer  or  director  in  advance  of  the  final
disposition of  an  action  for which  indemnification  may  be permitted  or
required.  The  indemnification and advancement  of expenses provided  for or
granted pursuant to  Section 145  are not  exclusive of  any other  rights to
which those  seeking  indemnification  or  advancement  of  expenses  may  be
entitled under any  bylaw, agreement, vote  of stockholders  or disinterested
directors or otherwise.  Section 145 further provides  that a corporation may
maintain insurance  against  liabilities  for  which indemnification  is  not
expressly provided by statute.

  Article IX of the Company's Amended and Restated By-Laws provides:

     _(a) The Corporation shall indemnify any person who was or is a  party
  or  is threatened  to be  made  a party  to  any threatened,  pending  or
  completed   action,  suit   or  proceeding,   whether  civil,   criminal,
  administrative or investigative (other than an action by or in the  right
  of the Corporation) by reason of  the fact that he is or was a  director,
  officer, employee or  agent of the Corporation, or  is or was serving  at
  the request of the Corporation as a director, officer, employee or  agent
  of  another  corporation, partnership,  joint  venture,  trust  or  other
  enterprise,  against  expenses (including  attorneys'  fees),  judgments,
  fines and amounts paid in settlement actually and reasonably incurred  by
  him in  connection with such action,  suit or proceeding  if he acted  in
  good  faith and  in a  manner he  reasonably  believed to  be in  or  not
  opposed to the  best interests of the  Corporation, and, with respect  to
  any criminal  action or proceeding,  had no reasonable  cause to  believe
  his  conduct was  unlawful.   The  termination  of any  action,  suit  or
  proceeding by judgment, order, settlement, conviction, or upon a plea  of
  nolo contendere  or its  equivalent,  shall  not, of  itself,  create  a
  presumption that  the person did not  act in good faith  and in a  manner
  which  he reasonably  believed  to be  in  or  not opposed  to  the  best
  interests of  the Corporation, and, with  respect to any criminal  action
  or  proceeding, had  reasonable cause  to believe  that his  conduct  was
  unlawful.
(b)  The Corporation shall indemnify any person who was or is a  party
  or  is threatened  to be  made  a party  to  any threatened,  pending  or
  completed  action or  suit by  or  in the  right  of the  Corporation  to
  procure a judgment in its favor  by reason of the fact that he is or  was
  a director, officer, employee or agent  of the Corporation, or is or  was
  serving  at  the request  of  the  Corporation as  a  director,  officer,
  employee or  agent of  another corporation,  partnership, joint  venture,
  trust or  other enterprise against  expenses (including attorneys'  fees)
  actually and  reasonably incurred by him  in connection with the  defense
  or settlement of such action or  suit if he acted in good faith and in  a
  manner  he reasonably  believed to  be  in or  not  opposed to  the  best
  interests of the Corporation and except that no indemnification shall  be
  made in respect  to any claim, issue or matter  as to which person  shall
  have  been adjudged  to be  liable for  negligence or  misconduct in  the
  performance of his duty to the Corporation unless and only to the  extent
  that the Court of Chancery or the court in which such action or suit  was
  brought shall determine  upon application that, despite the  adjudication
  of liability  but in  view of  all the  circumstances of  the case,  such
  person is fairly and  reasonably entitled to indemnity for such  expenses
  which the Court of Chancery or such other court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of  the
  Corporation has been successful on the merits or otherwise in defense  of
  any action, suit  or proceeding referred to  in Subsections (a) and  (b),
  or  in defense  of  any claim,  issue  or  matter therein,  he  shall  be
  indemnified  against expenses  (including attorneys'  fees) actually  and
  reasonably incurred by him in connection therewith.

     (d)  Any indemnification under Subsections (a) and (b) (unless ordered
  by a court)  shall be made by the Corporation  only as authorized in  the
  specific case upon a determination that indemnification of the  director,
  officer, employee or agent is proper in the circumstances because he  has
  met the applicable standard of  conduct set forth in Subsections (a)  and
  (b).  Such determination shall be  made (1) by the Board of Directors  by
  a majority vote of a quorum consisting of directors who were not  parties
  to  such action,  suit or  proceeding, or  (2) if  such a  quorum is  not
  obtainable, or,  even if obtainable a  quorum of disinterested  directors
  so directs, by independent legal counsel in a written opinion, or (3)  by
  the stockholders.

     (e)  Expenses incurred in defending a  civil or criminal action,  suit
  or proceeding shall  be paid by the Corporation  in advance of the  final
  disposition  of such  action, suit  or proceeding  as authorized  by  the
  Board of Directors  in the specific case  upon receipt of an  undertaking
  by or  on behalf of  the director, officer,  employee or  agent to  repay
  such amount.   He shall not  repay the amount if  it shall be  ultimately
  determined that he is entitled to be indemnified by this section.

     (f)  The indemnification provided by this section shall not be  deemed
  exclusive of any other rights to which those seeking indemnification  may
  be  entitled  under  any  By-Law,  agreement,  vote  of  stockholders  or
  disinterested directors or otherwise,  both as to action in his  official
  capacity and as to action in another capacity while holding such  office,
  and  shall continue  as to  a person  who has  ceased to  be a  director,
  officer, employee or agent and shall  inure to the benefit of the  heirs,
  executors and administrators of such a person.

     (g)  The Corporation is authorized, according to the discretion of the
  Board of Directors, to purchase  and maintain insurance on behalf of  any
  person  who is  or was  a director,  officer, employee  or agent  of  the
  Corporation, or is or was serving at the request of the Corporation as  a
  director,   officer,   employee  or   agent   of   another   corporation,
  partnership,  joint  venture,  trust  or  other  enterprise  against  any
  liability asserted against him and incurred by him in any such  capacity,
  or arising  out of his  status as such,  whether or  not the  Corporation
  must indemnify  him against such liability  under the provisions of  this
  section.
(h)  For purposes  of this  section, references  to _the  Corporation_
  shall  include,   in  addition  to   the  Corporation,  any   constituent
  corporation (including  any constituent of a  constituent) absorbed in  a
  consolidation or merger  which, if its separate existence had  continued,
  would have had power and authority to indemnify its directors,  officers,
  and employees  or agents, so that  any person who is  or was a  director,
  officer, employee or agent of such constituent corporation, or is or  was
  serving at  the request of  such constituent corporation  as a  director,
  officer, employee  or agent  of another  corporation, partnership,  joint
  venture, trust  or other  enterprise, shall  stand in  the same  position
  under  the provisions  of  this section  with  respect to  the  resulting
  corporation  as   he  would  have  with   respect  to  such   constituent
  corporation if its separate existence had continued._
  The Company  maintains liability  insurance coverage  for its  officers and
directors which entitles the  Company to be reimbursed  for certain indemnity
payments it is required  or permitted to make  to its directors  and officers
with respect to actions arising out  of the performance of  such officer's or
director's duty in his or her capacity as such.

Item 7.  Exemption from Registration Claimed.

  Not Applicable.

Item 8.Exhibits.

  The following exhibits are filed as part of this Registration Statement:

     4.1  Certificate  of  Incorporation,  as  amended  (Exhibit 3.1  to  the
Registrant's Annual Report on Form 10-K for the year ended March 31, 1997, is
incorporated herein by reference).

     4.2  Amended and  Restated  By-Laws  (Exhibit  3.2 to  the  Registrant's
Annual Report on Form 10-K for the year ended March 31, 1997, is incorporated
herein by reference).

     4.3  Amended and Restated Revolving  Credit Note Between  the Registrant
and Heller Financial dated October 13, 1995.

     5 Opinion of Greenebaum  Doll & McDonald PLLC as to  the legality of the
securities being registered.

     23.1 Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).

     23.2 Consent of Arthur Andersen LLP.

     24Powers of  Attorney (included  on signature  page of  the Registration
Statement).

Item 9.Undertakings.

  (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (i)   To include any prospectus required by  Section 10(a)(3) of the
Securities Act of 1933;
(ii)   To reflect in the prospectus any facts or events arising after
the effective date of  the Registration Statement  (or the most  recent post-
effective  amendment  thereof)  which,  individually  or  in  the  aggregate,
represent  a  fundamental  change  in  the  information   set  forth  in  the
Registration Statement;

       (iii)   To include any material  information with respect to  the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

  Provided, however, that paragraphs (a)(1)(i) and  (a)(1)(ii) of this Item 9
do not apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in the  post-effective amendment by those
paragraphs is contained in periodic reports filed  by the Registrant pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.

     (2)  That, for  the  purpose  of  determining  any liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration  statement relating to the  securities offered therein,
and the offering of  such securities at that  time shall be deemed  to be the
initial bona fide offering thereof.

     (3)  To remove from registration by means  of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

  (b)  The  undersigned Registrant  hereby undertakes  that, for  purposes of
determining any liability under  the Securities Act  of 1933, each  filing of
Registrant's annual  report  pursuant  to  Section  13(a)  or  15(d)  of  the
Securities Exchange Act  of 1934  (and, where applicable,  each filing  of an
employee benefit  plan's  annual  report pursuant  to  Section  15(d) of  the
Securities Exchange Act  of 1934)  that is incorporated  by reference  in the
Registration Statement shall  be deemed  to be  a new  registration statement
relating to  the  securities  offered  therein,  and  the  offering  of  such
securities at that time shall be deemed to be the  initial bona fide offering
thereof.

  The  undersigned Registrant  hereby undertakes  to deliver  or cause  to be
delivered with the prospectus, to each person to whom  the prospectus is sent
or given, the latest annual  report to security holders  that is incorporated
by reference  to the  prospectus and  furnished pursuant  to and  meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where  interim financial information  required to be  presented by
Article 3 of Regulation S-X is  not set forth in the  prospectus, to deliver,
or cause to be  delivered to each  person to whom  the prospectus is  sent or
given, the  latest  quarterly report  that  is  specifically incorporated  by
reference in the prospectus to provide such interim financial information.

  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to directors,  officers and controlling  persons of
the Registrant pursuant to the foregoing provisions, or otherwise, Registrant
has been  advised  that  in  the  opinion  of  the  Securities  and  Exchange
Commission such indemnification is against public policy  as expressed in the
Act and  is,  therefore,  unenforceable.   In  the  event  that a  claim  for
indemnification  against  such  liabilities   (other  than  the   payment  by
Registrant of expenses incurred or paid by a director, officer or controlling
person of  Registrant  in  the successful  defense  of  any action,  suit  or
proceeding) is asserted  by such director,  officer or controlling  person in
connection with the securities  being registered, Registrant will,  unless in
the opinion  of  its  counsel the  matter  has  been settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against  public policy as expressed  in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
  Pursuant to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it  meets all of the
requirements for filing  on Form  S-8 and has  duly caused  this Registration
Statement to  be signed  on its  behalf  by the  undersigned, thereunto  duly
authorized, in the  City of  Louisville, State of  Kentucky, on  December 23,
1997.

                         CARETENDERS HEALTH CORP.

                         By:   William B. Yarmuth
                              Chairman, President and Chief Executive Officer

  Pursuant  to  the  requirements  of  the   Securities  Act  of  1933,  this
Registration Statement  has  been  signed by  the  following  persons in  the
capacities and on the dates indicated.

                              POWER OF ATTORNEY

  KNOW ALL  MEN BY THESE PRESENTS,  that each person whose  signature appears
below constitutes and appoints William B. Yarmuth and C. Steven Guenthner and
each of them such individual's true and  lawful attorneys-in-fact and agents,
with full power of  substitution and resubstitution, for  such individual and
in his or her name, place  and stead, in any and all  capacities, to sign all
amendments  (including  post-effective   amendments)  to   this  Registration
Statement and any registration statement related to the offering contemplated
by this Registration Statement that  is to be effective  upon filing pursuant
to Rule 462(b) under the Securities  Act of 1933, and to file  the same, with
all exhibits thereto,  and all  documents in  connection therewith,  with the
Securities  and  Exchange  Commission  and  any  State  or  other  regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
full power  and authority  to do  and perform  each and  every act  and thing
requisite or necessary to be done  in and about the premises as  fully to all
intents and  purposes as  he  or she  might  or could  do  in person,  hereby
ratifying and confirming all  that said attorneys-in-fact and  agents, or any
of them, or their substitute or  substitutes, may lawfully do or  cause to be
done by virtue hereof.
Signature                  Title                            Date

/s/ William B. Yarmuth     Chairman of the Board, President December 23, 1997
William B. Yarmuth         and Chief Executive Officer

/s/ C. Steven Guenthner    Senior Vice President and Chief  December 23, 1997
C. Steven Guenthner        Financial Officer (Chief Financial
                           and Accounting Officer)

/s/ Steven B. Bing         Director                         December 29, 1997
Steven B. Bing

/s/ Patrick B. McGinnis    Director                         December 29, 1997
Patrick B. McGinnis

/s/ Donald G. McClinton    Director                         December 29, 1997
Donald G. McClinton

/s/ Tyree G. Wilburn       Director                         December 29, 1997
Tyree G. Wilburn

/s/ Jonathan Goldberg      Director                         December 29, 1997
Jonathan Goldberg

/s/ Wayne T. Smith         Director                         December 29, 1997
Wayne T. Smith