SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

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			SCHEDULE 13D
	Under the Securities Exchange Act of 1934

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		CONTINENTAL HEALTH AFFILIATES, INC.
		      (Name of Issuer)

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        Shares of Common Stock, par value $.02 per Share
                (Title of Class of Securities)

                         211477-10-4
                       (Cusip Number)

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                   Michael S. Klein, Esq.
                   100 Shoreline Highway
                         Building A
                         Suite 190
                   Mill Valley, CA  94941
                      (415) 332-1012

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           (Name, Address and Telephone Number of Person
         Authorized to Receive Notices and Communications)

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                       August 19, 1995
(Date of event which requires filing of this statement)



/_/    Check box if the filing person has previously filed a
       statement on Schedule 13G to report the acquisition which is
       the subject of this Schedule 13D, and is filing this schedule
       because of Rule 13d-1(b)(3) or (4).  

/X/    Check box if a fee is being paid with the statement.



                          Page 1 of 5
                (no exhibits are filed herewith)



CUSIP No. 211477-10-4            13D                     Page 2 of 5 Pages

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

                                 MICHAEL S. KLEIN


2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) /_/
                                                            (b) /_/

3.  SEC USE ONLY

4.  SOURCE OF FUNDS
                                 NONE


5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS 
    REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                     /_/

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

                                 USA



               7. SOLE VOTING POWER
   NUMBER OF 
    SHARES                                  939,160
 BENEFICIALLY  8. SHARED VOTING POWER
    OWNED
     BY                                           0
    EACH       9. SOLE DISPOSITIVE POWER
  REPORTING
   PERSON                                   939,160
              10. SHARED DISPOSITIVE POWER
     
                                                  0

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                 939,160

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
    CERTAIN SHARES                                             /_/

						                   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                  12.0%

14. TYPE OF REPORTING PERSON

                                 IN





ITEM 1.  SECURITY AND ISSUER.

        This statement relates to shares of Common Stock, par value $.02
per share ("Common Stock"), of Continental Health Affiliates, Inc.,
a Delaware corporation (the "Issuer").  The principal executive
offices of the Issuer are located at 910 Sylvan Avenue, Englewood
Cliffs, New Jersey 07632.

ITEM 2.         IDENTITY AND BACKGROUND.

        (a)-(b)       The individual filing this statement is Michael
S. Klein (the "Shareholder").  The business address of the
Shareholder is 100 Shoreline Highway, Building A, Suite 190, Mill
Valley, California 94941.  The Shareholder's present principal
occupation is Chairman and Chief Executive Officer of MGI Graphite,
L.L.C.  The principal business address of MGI Graphite, L.L.C. is 575
Seventh Street, San Francisco, California 94103.

        (d) and (e)   During the last five years, the Shareholder (i)
has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and (ii) was not a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining further violations of or prohibiting
activities subject to federal or state securities laws or finding any
violation with respect to such laws.

ITEM 3.         SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

          No funds were used in making the acquisition described in Item
5(c) below.

ITEM 4.         PURPOSE OF THE TRANSACTION.

          The Shareholder acquired the 939,160 shares of Common Stock for
investment purposes.  The Shareholder has no plans or proposals which
relate to or would result in (a) the acquisition by any person of
additional securities of the Issuer or the disposition of any such
securities, (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any
of its subsidiaries, (c) a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries, (d) any change in
the present management of the Issuer, (e) any material change in the
present capitalization or dividend policy of the Issuer, (f) any
other material change in the Issuer's business or corporate
structure, (g) any other material change in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any person,
(h) causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association, (i) a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or (j) any
action similar to any of the enumerated in (a) through (i) above.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.

        (a)-(b)   As of the date of this filing, the Shareholder is the
record and beneficial owner of 939,160 shares of Common Stock and has
sole voting and dispositive power with respect to these shares.   The
939,160 shares constitute approximately 12.0% of the outstanding
Common Stock.

        (c)     On August 19, 1995, the Shareholder received 939,160 shares
of Common Stock as a result of the liquidation of the 1965 Trust (a
trust created by a document dated August 19, 1965, of which Carl D.
Glickman was the sole trustee), of which the Shareholder was the sole

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beneficiary.  Other than this acquisition, the Shareholder had not
effected any transactions in Common Stock directly or indirectly
during the 60 days prior to August 19, 1995 or during the 60 days
prior to the date of this Schedule 13D.

        (d)     No one other than the Shareholder has the right to receive,
or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, the 939,160 shares of Common Stock
acquired by the Shareholder as described in Item 5(c).

        (e)     Not applicable.

Item 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
         WITH RESPECT TO SECURITIES OF THE ISSUER.

          There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Shareholder and any
other persons with respect to any securities of the Issuer, including
but not limited to transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

          Not applicable.























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                            SIGNATURE


        After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.

Dated:  November 6, 1995


                                          /s/ Michael S. Klein
                                          ---------------------------------   
                                                      Michael S. Klein






















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