BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York  10006


Don R. De Souza                         Mailing Address:
Vice President                          P.O. Box 318
Telephone: 212-250-2216                 Church Street Station
                                        New York, NY 10008
     

                                        February 11, 1994



Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC  20549
Attn:  Filing Desk


Dear Sirs:

     Re:  Filing of Schedule 13G on
          Careline, Inc.


Pursuant to Rule 13d-1 of the General Rules and Regulations under
the Securities Exchange Act of 1934, the following is one copy of
the Schedule 13G with respect to the common stock of the above
referenced corporation.

Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.

                                   Sincerely,

                                   /s/Don R. De Souza



Enclosures


            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.  20549


                       SCHEDULE 13G


         Under the Securities Exchange Act of 1934
                    (Amendment No.   )*
                                 ____

                      Careline, Inc.
          _______________________________________
                      NAME OF ISSUER:

                       Common Stock
          _______________________________________
               TITLE OF CLASS OF SECURITIES

                         141702100
          _______________________________________
                       CUSIP NUMBER


     Check the following box if a fee is being paid with
     this statement [X].  (A fee is not required only if
     the filing person: (1) has a previous statement on
     file reporting beneficial ownership of more than five
     percent of the class of securities described in Item
     1; and (2) has filed no amendment subsequent thereto
     reporting beneficial ownership of five percent or less
     of such class.) (See Rule 13d-7.)

     *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).

             (Continued on following page(s))

                     Page 1 of 5 Pages

CUSIP No. 141702100                          Page 2 of 5 Pages

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

  Bankers Trust New York Corporation and its wholly-owned
  subsidiary, Bankers Trust Company and its indirectly wholly-
  owned subsidiary BT Capital Corporation.  Noel E. Urban, an
  individual. 

2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
          (A)  [ ]
          (B)  [ ]                                           

3.SEC USE ONLY


4.CITIZENSHIP OR PLACE OF ORGANIZATION

  Both Bankers Trust New York Corporation and Bankers Trust
  Company are New York corporations; BT Capital Corporation is a
  Delaware corporation.

 NUMBER OF     5. SOLE VOTING POWER
          
  SHARES       3,078,124

BENEFICIALLY   6. SHARED VOTING POWER

 OWNED BY           -0-

  EACH         7. SOLE DISPOSITIVE POWER

REPORTING      3,078,124

 PERSON        8. SHARED DISPOSITIVE POWER
       
  WITH              -0-

9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,078,124

10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
   SHARES *

     

11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  22.8%

12.TYPE OF REPORTING PERSON *

  Bankers Trust New York Corporation - HC; Bankers Trust Company - HC;
  BT Capital Corporation - CO

                                                      3
Item 1(a)    NAME OF ISSUER:

             Careline, Inc.

Item 1(b)    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

             17780 Fitch Street, Suite 135
             Irvine, California  92714

Item 2(a)    NAME OF PERSON FILING:

             Bankers Trust New York Corporation ("BTNY"), and its
             wholly-owned subsidiary, Bankers Trust Company
             ("BT") and its indirect wholly-owned subsidiary, BT
             Capital Corporation ("BTCC") and Noel E. Urben
             ("Urben")

Item 2(b)    ADDRESS OF PRINCIPAL BUSINESS OFFICE:

             BTNY, BTCo and BTCC are located at 280 Park Avenue,
             New York, New York  10017

Item 2(c)    CITIZENSHIP:

             BTNY and BT are incorporated in the State of New
             York with their principal business office located in
             New York; BTCC is incorporated in the State of
             Delaware with its principal business office located
             in New York; Urben is a United States citizen. 

Item 2(d)    TITLE OF CLASS OF SECURITIES:

             Common Stock of Careline, Inc.

Item 2(e)    CUSIP NUMBER:

             141702100

Item 3       THE PERSON FILING IS A:
             
             For BTNY,

      (g)    [X] Parent Holding Company, in accordance with
                 Section 240.13d-1(b)(ii)(G)


             For BT,

      (b)    [X] Bank as defined in Section 3(a)(6) of the Act.


             For BTCC and Urben, the Schedule is being filed
             pursuant to 13d-1(c).

                                                               4

Item 4       OWNERSHIP:

             (a)  Amount Beneficially Owned: 

             BT as Investment Advisor own beneficially 250,000
             shares of common stock.

             BT Capital Corporation owns 2,828,124 shares of
             common stock; Urben owns 2,828,124 shares are owned
             beneficially by BTCC of which Urben is President. 
             Urben disclaims beneficial ownership of such shares.

             (b)  Percent of Class: 

             BT owns 1.8% of the outstanding common stock; BTCC 
             owns 21% of the outstanding common stock and Urben
             owns 21% of the outstanding common stock.

             (c)  Number of shares as to which BTCC has:

                     (i)  sole power to vote or to direct the
                          vote - BT-250,000 shares, BTCC-0
                          shares; Urben-0 shares 

                    (ii)  shared power to vote or to direct the
                          vote - BTCC-2,828,124 shares; Urben-
                          2,828,124 shares

                   (iii)  sole power to dispose or to direct the
                          disposition of - BT-250,000 shares,
                          BTCC-0 shares; Urben-0 shares 

                    (iv)  shared power to dispose or to direct
                          the disposition of - BTCC-2,828,124
                          shares; Urben-2,828,124 shares 

Item 5       OWNERSHIP OF FIVE PERCENT OF LESS OF A CLASS:

             Not applicable.

Item 6       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF    
             ANOTHER PERSON:

             The accounts for which BT serves as Investment
             Advisor have the right to receive and/or the power
             to direct the receipt of dividends from, or the
             proceeds from the sale of, such securities.

Item 7       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
             WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
             PARENT HOLDING COMPANY:

             See Exhibit to Item 7. 

Item 8       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
             GROUP:

             Not applicable.
                                   5

Item 9       NOTICE OF DISSOLUTION OF GROUP:

             Not applicable.

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 purpose or effect.  Not applicable to
BTCC and Urben.


                            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.

Date:       as of December 31, 1993

Signature:  BANKERS TRUST NEW YORK CORPORATION

             /s/James T. Byrne, Jr.
By:             James T. Byrne, Jr.
Title:          Secretary


Signature:   BANKERS TRUST COMPANY, as Investment Advisor


             /s/Don R. De Souza
By:             Don R. De Souza
Title:          Vice President


Signature:  BT CAPITAL CORPORATION


             /s/Noel E. Urben
By:             Noel E. Urben
Title:          President


                        EXHIBIT TO ITEM 7


             The chain of ownership from Bankers Trust New York
Corporation to BT Capital Corporation, the subsidiary which
acquired the security being reported on, is shown below:

               Bankers Trust New York Corporation
                |                             |
                |                             |
        Bankers Trust Company        BT Holdings (New York), Inc.
                                              |
                                              |
                                     BT Capital Corporation