FORM 4 
   
  (   )  Check this box if no longer 
         subject to Section 16.  Form 4 
         or Form 5 obligations may continue. 
         See Instruction 1(b). 
  
         U.S. SECURITIES AND EXCHANGE COMMISSION       _____________________ 
                 WASHINGTON, D.C.  20549              |   OMB APPROVAL      | 
       STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP   |_____________________| 
                                                      |OMB NUMBER: 3235-0287|
                                                      |EXPIRES:             | 
                                                      | SEPTEMBER 30, 1998  | 
       Filed pursuant to Section 16(a) of the         |ESTIMATED AVERAGE    | 
         Securities Exchange Act of 1934,             |BURDEN HOURS         | 
        Section 17(a) of the Public Utility           |PER RESPONSE 0.5     | 
          Holding Company Act of 1935                 |_____________________| 
       or Section 30(f) of the Investment 
              Company Act of 1940 
 ___________________________________________________________________________
 1. Name and Address of Reporting Person 
    Wexford Management LLC 
    411 West Putnam Avenue, Suite 125 
    Greenwich, Connecticut 06830 
 ___________________________________________________________________________
 2. Issuer Name and Ticker or Trading Symbol           
    Complete Wellness Centers, Inc. (CMWL) 
 ___________________________________________________________________________
 3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY) 
     
 ___________________________________________________________________________
 4. Statement for Month/Year                 
    July 1998 
 ___________________________________________________________________________
 5. If Amendment, Date of Original (Month/Year)                       
  
 ___________________________________________________________________________
 6. Relationship of reporting person to Issuer (Check all applicable) 
  (  ) DIRECTOR 
  (x ) 10% OWNER    
  (  ) OFFICER (GIVE TITLE BELOW) 
  (  ) OTHER (SPECIFY TITLE BELOW) 
  
   _____________________________________________________ 
  
 ___________________________________________________________________________
 7. Individual, or Joint/Group Filing (Check all applicable) 
  (  ) Form filed by One Reporting Person 

  (x ) Form filed by More than One Reporting Person 
  
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 TABLE I 
 Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 
 ___________________________________________________________________________
 1. Title of Security (Instr. 3) 
 Senior Redeemable Preferred Stock(1) 
 Common Stock (1) 
 ___________________________________________________________________________
 2. Transaction Date (Month/Day/Year) 
 Senior Redeemable Preferred Stock    July 2, 1998 
 Common Stock    July 2, 1998 
 _________________________________________________________________ 
 3. Transaction Code (Instr. 8) 
 Senior Redeemable Preferred Stock  J 
 Common Stock   J 
 ___________________________________________________________________________
 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 
 Senior Redeemable Preferred Stock 104,441  (D) 
 Common Stock 100,000  (A)  
 ___________________________________________________________________________
 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 
 Senior Redeemable Preferred Stock  0 
 Common Stock  3,090,385        
 ___________________________________________________________________________
 6. Ownership Form: Direct(D) or Indirect(I) (Instr. 4) 
 (I) 
 ___________________________________________________________________________
 7. Nature of Indirect Beneficial Ownership (Instr. 4) 
 By Management 
 ___________________________________________________________________________
 Reminder:  Report on a separate line for each class of securities 
            beneficially owned directly or indirectly. 
 ===========================================================================
 TABLE II 
 Derivative Securities Acquired, Disposed of, or Beneficially Owned 
 (e.g., Puts, Calls, Warrants, Options, Convertible securities) 
 ___________________________________________________________________________
 1. Title of Derivative Security (Instr. 3) 
 Common Stock Purchase Warrants (1) 
 Senior Convertible Preferred Stock (1) 
 ___________________________________________________________________________
 2. Conversion or Exercise Price of Derivative Security 
 Common Stock Purchase Warrants (1) 
 Senior Convertible Preferred Stock (1) 
 ___________________________________________________________________________
 3. Transaction Date (Month/Day/Year) 
 Common Stock Purchase Warrants          July 2, 1998 
 Senior Convertible Preferred Stock      July 2, 1998  
 ___________________________________________________________________________
 4. Transaction Code (Instr. 8) 
 Common Stock Purchase Warrants          J 
 Senior Convertible Preferred Stock      J 
 ___________________________________________________________________________
 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 
           (Instr. 3, 4, and 5) 
 Common Stock Purchase Warrants          2,850,000 (D) 
 Senior Convertible Preferred Stock      104,401   (A) 
 ___________________________________________________________________________
 6. Date Exercisable and Expiration Date (Month/Day/Year) 
 Common Stock Purchase Warrants          (1) 
 Senior Convertible Preferred Stock      (1)  
 ___________________________________________________________________________
 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 
 Underlying securities for Common Stock Purchase Warrants: Common Stock,  
 2,850,000 shares 
 Underlying securities for Senior convertible Preferred Stock: Common Stock,
 2,982,885 shares 
 ___________________________________________________________________________
 8. Price of Derivative Securities (Instr. 5) 
 Common Stock Purchase Warrants (1) 
 Senior Convertible Preferred Stock (1) 
 ___________________________________________________________________________
 9. Number of Derivative Securities Beneficially Owned at End of Month 
           (Instr. 4) 
 Common Stock Purchase Warrants          0 
 Senior Convertible Preferred Stock      104,401 
 ___________________________________________________________________________
 10. Ownership Form of Derivative Security: Direct(D) or Indirect(I) 
         (Instr. 4) 
 Senior Convertible Preferred Stock (I) 
 ___________________________________________________________________________
 11. Nature of Indirect Beneficial Ownership (Instr. 4) 
 By Management 
 ___________________________________________________________________________
 EXPLANATION OF RESPONSES: 
  
 (1)  
      On July 2, 1998, Imprimis Investors LLC ("Imprimis")acquired from
 Complete Wellness Centers, Inc. (the "Company") 83,521 shares of Senior
 Convertible Preferred Stock (the "Senior Convertible Preferred Stock"), par
 value $.01 per share, of the Company and 80,000 shares of Common Stock (the
 "Issued Common Stock"). On the same date, Wexford Spectrum Investors LLC
 ("Wexford")acquired from the Company 20,880 shares of Senior Convertible
 Preferred Stock and 20,000 shares of Issued Common Stock. 
  
      Imprimis acquired its Senior Convertible Preferred Stock and the
 Issued Common Stock in exchange for 80,000 shares of the Senior Redeemable
 Preferred Stock  (the "Original Preferred Stock") originally issued
 pursuant to an Investment Agreement (the "Investment Agreement")and
 Warrants to acquire 2,280,000 shares of Common Stock that were issued to it
 by the Company pursuant to the Investment Agreement and 3,521 shares of the
 Original Preferred Stock that had been issued to it by the Company pursuant
 to the terms of the Original Preferred Stock in lieu of the payment of cash
 dividends.  Wexford acquired its Senior Convertible Preferred Stock and the
 Issued Common Stock in exchange for 20,000 shares of the Original Preferred
 Stock and Warrants to acquire 570,000 shares of Common Stock that were
 issued to it by the Company pursuant to the Investment Agreement and 880
 shares of the Original Preferred Stock that had been issued to it by the
 Company pursuant to the terms of the Original Preferred Stock in lieu of
 the payment of cash dividends. 
  
           Wexford Management Investors LLC ("Wexford Management") may, by
 reason of its status as manager of Imprimis and Wexford, be deemed to own
 beneficially the Common Stock of which Imprimis and Wexford possess
 beneficial ownership. 
  
           Each of Charles E. Davidson and Joseph M. Jacobs may, by reason
 of his status as a controlling person of Wexford Management, be deemed to
 own beneficially the Common Stock of which Imprimis and Wexford possesses
 beneficial ownership. 
  
           Each of Charles E. Davidson, Joseph M. Jacobs and Wexford
 Management shares the power to vote and to dispose of the shares of Common
 Stock Imprimis and Wexford beneficially own. 
  
           The rights of holders of the Senior Convertible Preferred Stock
 are set forth in a Certificate of Designation.  The Senior Convertible
 Preferred Stock ranks prior to the Common Stock or any other class of stock
 of the Company, has an initial aggregate Liquidation Preference (as defined
 below) of $50 per share and provides for the payment of quarterly
 dividends.  Dividends accruing through December 31, 2000 will be payable at
 a per annum rate of 8% of the Liquidation Preference if payable in cash or
 a per annum rate of 10% of the Liquidation Preference if payable in
 additional shares of Senior Convertible Preferred Stock.  Dividends
 accruing after December 31, 2000 will be payable at a per annum rate of 12%
 of the Liquidation Preference.  "Liquidation Preference" is $50 per share
 (or proportionate amount thereof in the case of any fractional shares of
 Senior Convertible Preferred Stock) plus an amount equal to all dividends
 (whether or not earned or declared) accumulated and unpaid on the shares of
 Senior Convertible Preferred Stock to the date of final distribution, such
 determination to be made, in the event that dividends remain unpaid as to
 one or more dividend payment dates, by deeming the amount of any dividend
 not paid on the relevant dividend payment date as having been added to the
 stated amount of the underlying share as of such dividend payment date.   
  
           At the option of the holder thereof and upon surrender thereof
 for conversion to the Company at its corporate headquarters at any time on
 or after January 3, 1999 or, should the Company fail to receive the
 Shareholder Approval (as defined in the Certificate of designation)on or
 prior to August 31, 1998, on or after August 31, 1998, each share of Senior
 Convertible Preferred Stock will be convertible into such number of fully
 paid and nonassessable shares of Common Stock as is determined by dividing
 the (x) the Liquidation Preference of such share determined as of the date
 of conversion by (y) the lower of $1.75 and 75% of the Current Market Price
 Per Share (as defined below) determined as of the trading day immediately
 prior to the date of conversion.  The "Current Market Price Per Share" of
 Common Stock at any date shall be deemed to be the average of the closing
 sale prices for the 20 consecutive trading days before the day in question. 
 The closing sale price for each day shall be reported by the NASDAQ Stock
 Market or as reported by any successor central market system.  The
 conversion rate is subject to adjustment as per the New Certificate of
 Designation. 
  
           The shares of Senior Convertible Preferred Stock are optionally
 redeemable in whole but not in part on or before January 3, 1999.  The
 price for the redemption is the Liquidation Preference for the shares being
 redeemed determined as if the date of final distribution were the date on
 which the payment of the redemption price is made and as if the dividends
 thereon shall have accrued thereon at a rate of 12% per annum since the
 last dividend payment date on which dividends were paid.  
  
 WEXFORD MANGAEMENT LLC 
 **  SIGNATURE OF REPORTING PERSON                            
                                                     
     /s/ Frederick B. Simon                               August 18, 1998 
    ______________________________                  _________________________
      Name:     Frederick B. Simon                            DATE
      Title:    Vice President 

    **  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL 
        CRIMINAL VIOLATIONS.  SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A). 
  


 Attachment to Form 4 
  
 Name of designated filer:     Wexford Management LLC 
  
 Name of joint filer:          Joseph M. Jacobs 
  
 Address of joint filer:       c/o Wexford Management LLC 
                               411 West Putnam Avenue 
                               Greenwich, Connecticut 06830 
  
 Date of event requiring  
 filing:                       July 2, 1998 
  
 Issuer Name and 
 Ticker or Trading Symbol:     Complete Wellness Centers, Inc. (CMWL) 
  

   /s/ Joseph M. Jacobs                       August 18, 1998 
 __________________________________         ______________________
 ** Signature of Reporting Person                   Date 
  


  
 Attachment to Form 4 
  
 Name of designated filer:     Wexford Management LLC 
  
 Name of joint filer:          Charles E. Davidson 
  
 Address of joint filer:       c/o Wexford Management LLC 
                               411 West Putnam Avenue 
                               Greenwich, Connecticut 06830 
  
 Date of event requiring  
 filing:                       July 2, 1998 
  
 Issuer Name and 
 Ticker or Trading Symbol:     Complete Wellness Centers, Inc. (CMWL) 
  
  
   /s/ Charles E. Davidson                         August 18, 1998 
 ________________________________             ___________________________
 ** Signature of Reporting Person                       Date