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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
Amendment No. 3

THE CARE GROUP, INC.
(Name of Issuer)

Common Stock
(Title Class of Securities)

141653105
(CUSIP Number)

Mr. Andy Cadel
Brobeck Phleger & Harrison
1633 Broadway, 47th Floor
New York, NY  10019
212-237-2546
(Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

June 20, 1997
(Date of Event which Requires Filing of this Statement)

Check the following box if a fee is being paid with this
statement: /  /


(1)    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 

       John Pappajohn  ###-##-#### 

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

       (a)  /  /
       (b)  /  /

(3)    SEC USE ONLY

(4)    SOURCE OF FUNDS 

       PF

(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
       PURSUANT TO ITEMS 2(d) OR 2(e)

       /   /

(6)    CITIZENSHIP OR PLACE OR ORGANIZATION

       U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REAPORTING
PERSON WITH:

(7)    SOLE VOTING POWER

       3,094,362

(8)    SHARED VOTING POWER

       0

(9)    SOLE DISPOSITIVE POWER

       3,094,362

(10)   SHARED DISPOSITIVE POWER

       0

(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
       PERSON

       3,094,362

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

       /  /

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

       19.4%

(14)   TYPE OF REPORTING PERSON

       IN


SCHEDULE 13D

The information contained herein is filed with respect to the
Common Stock, $.001 par value (the "Stock") of The Care Group,
Inc. by John Pappajohn (Pappajohn).


Item 1.     Security and Issuer

     The Class of securities to which this Statement relates is
the Common Stock, $.001 par value (the "Stock") and redeemable
Common Stock Purchase Warrants (the "Warrants") of The Care
Group, Inc., a Delaware Corporation (the "Company"), whose address
is 1 Hollow Lane, Suite 110, Lake Success, New York,  11042.  The
principal executive officers of The Care Group are:

       Ann T. Mittasch        Chairman of the Board of Directors
       Randolf J. Mittasch    Secretary, and Director
       Pat H. Celli           Chief Financial Officer, Treasurer
                              and Director


Item 2.     Identity and Background

     This Statement is being filed by John Pappajohn, whose
business address is 2116 Financial Center, Des Moines, Iowa,
50309.  Mr. Pappajohn is the President of Equity Dynamics, Inc.,
a financial consulting firm, and sole owner of Pappajohn Capital
Resources, a venture capital firm, both located in Des Moines,
Iowa.  Mr. Pappajohn has also been designated a Director of The
Care Group.

     During the last five years Mr. Pappajohn has not been
convicted in any criminal proceeding, excluding traffic violations
or similar misdemeanors.  During the last five years Mr. Pappajohn
has not been 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 future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

     Mr. Pappajohn is a citizen of the United States of America.


Item 3.     Source and Amount of Funds or Other Consideration

     On June 20, 1997 Mr. Pappajohn acquired 100,000 shares of
Common Stock and 100,000 Warrants to purchase Common Stock at an
exercise price of $2.50 per share in connection with the
conversion of $125,000 of convertible promissory notes.

     On June 20, 1997 Mr. Pappajohn was granted a Warrant to
purchase 73,964 shares of Common Stock at an exercise price of
$1.69 per share in connection with an operating loan of $250,000
to The Care Group, Inc. by Mr. Pappajohn on February 24, 1997.

     On June 20, 1997, Mr. Pappajohn was granted a Warrant to
purchase 85,034 shares of Common Stock at an exercise price of
$1.47 per share in connection with an operating loan of $250,000
to The Care Group, Inc. by Mr. Pappajohn on January 31, 1997.

Item 4.     Purpose of the Transaction

     The Stock and Warrants were acquired for investment purposes
only.

     (a)  Mr. Pappajohn and his affiliates expect to hold the
Stock and Warrants for investment purposes and have no plans to
dispose of the Shares, Options or Warrants of The Care Group, Inc.

     (b - j)  Not Applicable.


Item 5.     Interest in Securities of the Issuer

     (a)  Mr. Pappajohn and his affiliates own 1,330,000 shares of
Stock representing 8.3% of The Care Group's issued and
outstanding shares, 1,684,362 Warrants representing 10.6% and
80,000 Options representing 0.5%.

     (b)  Mr. Pappajohn has sole power to vote or direct the vote
and sole power to dispose or direct the disposition of the
1,330,000 shares of Stock, 1,684,362 Warrants and 80,000 Options.

     (c)  No other transactions in the Stock were effected during
the past sixty (60) days by Mr. Pappajohn or his affiliates other
than those listed under Item 3

     (d - e)  Not applicable.


Item 6.     Contracts, Arrangements, Understandings or
            Relationships with Respect to Securities of Issuer

     Not applicable.


Item 7.     Material to be Filed as Exhibits

     Not applicable.


Item 8.  Certification and Signature:

After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this Statement is true, complete and correct.

Dated:  June 30, 1997

/s/ John Pappajohn
- -------------------
John Pappajohn