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 Spectrum Investors 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                 
    December 1998 
 ____________________________________________________________________________ 
 5. If Amendment, Date of Original (Month/Year)                       
  
    August 18, 1998 
 ____________________________________________________________________________ 
 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) 

  ( x ) Form filed by One Reporting Person 
  ( ) Form filed by More than One Reporting Person 
  
 =========================================================================== 
 TABLE I 
 Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 
 ____________________________________________________________________________ 
 1. Title of Security (Instr. 3) 
      Common Stock, par value $.0001665 per share (1) 
  
 ____________________________________________________________________________ 
 2. Transaction Date (Month/Day/Year) 
      September 30, 1998, December 31, 1998 and January 4, 1999  
 _________________________________________________________________ 
 3. Transaction Code (Instr. 8) 
      J 
 ___________________________________________________________________________ 
 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 
      63,955 shares (A)  
 ____________________________________________________________________________ 
 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 
      660,533 shares  
 ____________________________________________________________________________ 
 6. Ownership Form: Direct(D) or Indirect(I) (Instr. 4) 
      (D) and (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) 
      Senior Convertible Preferred Stock, par value $.01 per share 
 ____________________________________________________________________________ 
 2. Conversion or Exercise Price of Derivative Security 
      (1) 
 ____________________________________________________________________________ 
 3. Transaction Date (Month/Day/Year) 
      September 30, 1998 and December 31, 1998 
 ____________________________________________________________________________ 
 4. Transaction Code (Instr. 8) 
      J 
 ____________________________________________________________________________ 
 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 
         (Instr. 3, 4, and 5)  
      1,057 shares (A) 

 ____________________________________________________________________________ 
 6. Date Exercisable and Expiration Date (Month/Day/Year) 
      (1) 
 ____________________________________________________________________________ 
 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 
      Common Stock 30,205 shares 
 ____________________________________________________________________________ 
 8. Price of Derivative Securities (Instr. 5) 
      (1) 
 ____________________________________________________________________________ 
 9. Number of Derivative Securities Beneficially Owned at End of Month 
         (Instr. 4) 
      21,937 shares 
 ___________________________________________________________________________ 
10. Ownership Form of Derivative Security: Direct(D) or Indirect(I) 
         (Instr. 4) 
      (D) 
 ____________________________________________________________________________ 
 11. Nature of Indirect Beneficial Ownership (Instr. 4) 
  
 ____________________________________________________________________________ 
 EXPLANATION OF RESPONSES: 
  
 (1)  On September 30, 1998, Imprimis Investors LLC ("Imprimis") and Wexford
      Spectrum Investors LLC ("Wexford") received as a dividend on their
      shares of Senior Convertible Preferred Stock, par value $.01 per share
      (the "Preferred Stock"), of Complete Wellness Centers, Inc. (the
      "Company"), a total of 2,610 additional shares of Preferred Stock, of
      which 2,088 shares were payable as a dividend to Imprimis and 522
      shares were payable as a dividend to Wexford.  On December 31, 1998,
      Wexford and Imprimis received as a dividend on their shares of
      Preferred Stock a total of 2,676 additional shares of Preferred Stock,
      of which 2,141 shares were payable as a dividend to Imprimis and 535
      shares were payable as a dividend to Wexford.  As a result of the
      dividends, Wexford holds 21,937 shares of Preferred Stock, and may be
      deemed to own beneficially own 626,783 shares of common stock, par
      value $.0001665 per share (the "Common Stock"), of the Company. 
  
      In addition, Wexford may be deemed to have an interest in certain
      options granted to individuals who are employees of Wexford
      Management LLC ("Wexford Management"), the manager of Imprimis and
      Wexford. Imprimis and Wexford, as the holders of all of the Preferred
      Stock, had the right, pursuant to the Certificate of Designation,
      Preferences and Rights for the Preferred Stock (the "Certificate"),
      to hold majority representation on the Company's Board of Directors
      in the event that the Company failed to redeem all of the Preferred
      Stock on or prior to January 3, 1999. In anticipation that the
      Company would not redeem the Preferred Stock, Imprimis and Wexford
      requested that the Company hold a special meeting of its Board of
      Directors (the "Special Meeting") to elect that number of nominees of
      Wexford and Imprimis that would constitute a majority of the
      Company's Board. On January 4, 1999, the Company held the Special
      Meeting, at which the Board of Directors voted to increase the number
      of directors on the Board to 15 and elected eight nominees of Wexford
      and Imprimis as directors. The Wexford and Imprimis nominees elected
      as directors are Kenneth A. Rubin, Frederick B. Simon, Frank Goveia,
      Joseph M. Jacobs, Jay L. Maymudes, Arthur H. Amron, Paul M. Jacobi
      and Douglas J. Lambert (collectively, the "Wexford Directors"), all
      of whom are employees of Wexford Management. Each of the Wexford
      Directors was granted, effective as of the date he assumed his
      position as director, but subject to the approval of the stockholders
      of the Company, an option to purchase 7,500 shares of Common Stock at
      an exercise price of $3.4375 per share. The options vest 50% at the
      time of grant and 50% one year from the date of grant and expire on
      January 4, 2004. As a result, upon stockholder approval, the Wexford
      Directors will, in the aggregate, have options to purchase an
      aggregate of 60,000 shares of Common Stock and may be deemed to be
      the beneficial owners of 30,000 shares of Common Stock, which is the
      number of shares for which their options are immediately exercisable.
      In addition, Mr. Simon has an option, which is currently vested,
      granted on May 26, 1998, to purchase 3,750 shares of Common Stock at
      an exercise price of $2.81 per share in connection with his prior
      services as a director of the Company, and which expires on May 26,
      2003. Wexford may be deemed to have an interest in all of the shares
      for which such options are currently exercisable.
  
      As a result of the payment of dividends and the grant of options
      described above, Wexford beneficially owns 660,533 shares of Common
      Stock, composed of 626,783 shares of Common Stock issuable pursuant
      to its Preferred Stock and 33,750 shares of Common Stock issuable
      upon exercise of all currently vested options granted to the Wexford
      Directors.
  
      Wexford Management may, by reason of its status as manager of
      Imprimis and Wexford, be deemed to own beneficially the Preferred
      Stock of Imprimis and Wexford, the Common Stock attributable to them
      as a result, and the options granted to the Wexford Directors.
  
      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 Preferred Stock of Imprimis and Wexford, the
      Common Stock attributable to them as a result, and the options
      granted to the Wexford Directors.
  
  
 WEXFORD SPECTRUM INVESTORS LLC 
 **  SIGNATURE OF REPORTING PERSON     
                                                 
      By:  /s/ Frederick Simon                               January 11, 1999 
           ---------------------------                       ----------------
      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).