BANKERS TRUST COMPANY 
One Bankers Trust Plaza 
New York, New York  10006 
 
 
Clarke S. Edgar					Mailing Address: 
Vice President						P.O. Box 318 
Telephone: 212-250-9399				Church Street Station 
								New York, NY 10008 
	 
 
								February 13, 1995 
 
 
 
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/Clarke S. Edgar 
 
 
 
Enclosures 
 


 
	SECURITIES AND EXCHANGE COMMISSION 
	Washington, D.C.  20549 
 
 
	SCHEDULE 13G 
 
 
	Under the Securities Exchange Act of 1934 
	(Amendment No.   1  )* 
  
	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 [ ].  (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.  
 
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		2,922,524 
 
BENEFICIALLY	6. SHARED VOTING POWER 
 
 OWNED BY			-0- 
 
  EACH		7. SOLE DISPOSITIVE POWER 
 
REPORTING		2,928,124 
 
 PERSON		8. SHARED DISPOSITIVE POWER 
        
  WITH			-0- 
 
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
	Bankers Trust Company - 100,000 
	BT Capital Corporation - 2,828,124 
 
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN 
   SHARES * 
 
		 
 
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
 
	18.5% 
 
12.TYPE OF REPORTING PERSON * 
 
	Bankers Trust New York Corporation - HC; Bankers Trust 
Company  
- - HC; BT Capital Corporation - CO 
 
 
CUSIP No. 141702100						Page 3 of 5 Pages 
 
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") 
 
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. 
 
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, the Schedule is being filed pursuant to  
13d-1(c). 
 
 
CUSIP No. 141702100						Page 4 of 5 Pages 
 
Item 4	OWNERSHIP: 
 
	(a)  Amount Beneficially Owned:  
 
	BT as Investment Advisor owns beneficially 100,000  
shares of common stock. 
 
	BT Capital Corporation owns 2,828,124 shares of  
common stock. 
 
	(b)  Percent of Class:  
 
	BT owns 0.7% of the outstanding common stock; BTCC   
owns 17.8% of the outstanding common stock. 
 
	(c)  Number of shares as to which BT and BTCC have: 
 
	        (i)	sole power to vote or to direct the  
vote - BT-94,400 shares, BTCC-  
2,828,124 shares  
 
	       (ii)	shared power to vote or to direct the  
vote - BT-0 shares, BTCC-0 shares 
 
                   (iii)	sole power to dispose or to direct the  
		disposition of - BT-100,000 shares, 	 
		BTCC-2,828,124 shares  
 
	       (iv)	shared power to dispose or to direct  
the disposition of - BT-0 shares, BTCC- 
0 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. 
 
 
CUSIP No. 141702100						Page 5 of 5 Pages 
 
 
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. 
 
 
	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, 1994 
 
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/James T. Byrne, Jr. 
By:	   James T. Byrne, Jr. 
Title:	   Secretary 
 
 
Signature:  BT CAPITAL CORPORATION 
 
 
	/s/Heidi Silverstein 
By:             Heidi Silverstein 
Title:          Secretary 
 
 
 
 
	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