UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*


CAPSTONE PHARMACY SERVICES, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

14066N 10 1
(CUSIP Number)



*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).









Page 1 of 6 pages

1.	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

The Northwestern Mutual Life Insurance Company
39-0509570

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
	Instructions)

(a) [ ]
(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION:  Wisconsin

 NUMBER OF		5.	SOLE VOTING POWER
  SHARES				
BENEFICIALLY				0
  OWNED BY
   EACH			6.	SHARED VOTING POWER
 REPORTING
  PERSON					0
   WITH
7.	SOLE DISPOSITIVE POWER

0

8.	SHARED DISPOSITIVE POWER

0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  0

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES (See Instructions):  N/A		

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  0%

12.	TYPE OF REPORTING PERSON (See Instructions):  IC

Item 1

(a)	Name of Issuer:  Capstone Pharmacy Services, Inc.

(b)	Address of Issuer's Principal Executive Offices:
	9901 E. Valley Ranch Parkway, Suite 3001,
	Irving, TX  75063

Item 2

(a)	Name of Person Filing:  The Northwestern Mutual
	Life Insurance Company

(b)	Address of Principal Business Office:  720 East
	Wisconsin Avenue, Milwaukee, Wisconsin 53202

(c)	Citizenship or Place of Organization:  Wisconsin

(d)	Title of Class of Securities:  Common Stock

(e)	CUSIP Number:  14066N 10 1

Item 3	If this statement is filed pursuant to Rules
	13d-1(b), or 13d-2(b), check whether the person
	filing is a:  

(a)	[ ] Broker or Dealer registered under Section 15
	of the Act

(b)	[ ] Bank as defined in section 3(a)(6) of the Act

(c)	[X] Insurance Company as defined in
	section 3(a)(19) of the Act

(d)	[ ] Investment Company registered under
	section 8 of the Investment Company Act

(e)	[ ] Investment Adviser registered under
	section 203 of the Investment Advisers Act
	of 1940

(f)	[ ] Employee Benefit Plan, Pension Fund which
	is subject to the provisions of the
	Employee Retirement Income Security Act
	of 1974 or Endowment Fund; see
	section 240.13d-1(b)(1)(ii)(F)

(g)	[ ] Parent Holding Company, in accordance with
	section 240.13d-1(b)(ii)(G) (Note:  See Item 7)

(h)	[ ] Group, in accordance with section
	240.13d-1(b)(1)(ii)(H)

Item 4	Ownership

If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last day of
any month described in Rule 13d-1(b)(2), if applicable,
exceeds five percent, provide the following information as
of that date and identify those shares which there is a
right to acquire.  N/A

(a)	Amount Beneficially Owned:  

(b)	Percent of Class:  

(c)	Number of shares as to which such person has:

(i)	sole power to vote or to direct the vote:

(ii)	shared power to vote or to direct the
	vote:  

(iii)	sole power to dispose or to direct the
	disposition of:  

(iv)	shared power to dispose or to direct the
	disposition of:  

Item 5	Ownership of Five Percent or Less of a Class		

If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the
class of securities, check the following [X].

Item 6	Ownership of More than Five Percent on Behalf of
	Another Person:  N/A

Item 7	Identification and Classification of the
	Subsidiary Which Acquired the Security Being
	Reported on By the Parent Holding Company:  N/A

Item 8	Identification and Classification of Members of
	the Group:  N/A

Item 9	Notice of Dissolution of Group:  N/A

Item 10	Certification

By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.


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.

January 26, 1998

						THE NORTHWESTERN MUTUAL LIFE
						INSURANCE COMPANY


						By:  /s/  John M. Bremer
							John M. Bremer
							Senior Vice President,
							General Counsel and
							Secretary

79428


CUSIP NO.:  14066N 10 1		13G		Page 6 of 6 PagesAmendment No. 1