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


Damian P. Reitemeyer               Mailing
Address:
Vice President                     P.O. Box 318
Telephone: 212-250-4599            Church Street
Station
                                   New York, NY 10008
                                   February 14, 1996



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/Damian P. Reitemeyer





Enclosures

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                   
                   
                       SCHEDULE 13G
                             
                             
          Under the Securities Exchange Act of 1934
                   (Amendment No.   2  )*
                      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))
                             
 CUSIP No. 141702100                    Page 1 of 5 Pages
                             
1.NAME OF REPORTING PERSON
  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation, its wholly-owned
subsidiary Bankers Trust Company, and its indirect wholly-
owned subsidiary, BT Capital Partners, Inc.
 (13-6180473)

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

3.SEC USE ONLY

4.CITIZENSHIP OR PLACE OF ORGANIZATION

Bankers Trust New York Corporation and Bankers Trust
Company are New York corporations. BT Capital Partners,
Inc. is a Delaware corporation.

  NUMBER OF    5. SOLE VOTING POWER
  SHARES

  BENEFICIALLY 6. SHARED VOTING POWER
  OWNED BY

  EACH         7. SOLE DISPOSITIVE POWER
  REPORTING

  PERSON       8. SHARED DISPOSITIVE POWER
  WITH

9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
  REPORTING PERSON
  
  
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9)
   EXCLUDES CERTAIN SHARES *
   
   
 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                          
                          
CUSIP No. 141702100                Page 2 of 5 Pages

12.TYPE OF REPORTING PERSON *

          Bankers Trust New York Corporation - HC
          Bankers Trust Company - BK
          BT Capital Partners, Inc. - CO

                          

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, its wholly
          owned subsidiary Bankers Trust Company, and its
          indirect wholly-owned subsidiary, BT Capital
          Partners, Inc.
          
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
        280 Park Avenue, New York, New York  10017.
                             
Item 2(c) CITIZENSHIP:

Bankers Trust New York Corporation and Bankers Trust
Company are incorporated in the State of New York with
their principal business offices located in New York. BT
Capital Partners, Inc. 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

CUSIP No. 141702100                Page 3 of 5

Pages

Item 3    THE PERSON FILING IS A:
          Not applicable.  This Schedule is filed

          pursuant to Rule 13d-1(c).

 Item 4   OWNERSHIP:

     (a)  Amount Beneficially Owned:

     (b)  Percent of Class:

     (c)  Number of shares as to which the Bank 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 OF LESS OF A CLASS:
          [X]

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

          Not applicable.





CUSIP No. 141702100                Page 4 of 5 Pages

Item 7    IDENTIFICATION AND CLASSIFICATION OF THE
          SUBSIDIARY WHICH ACQUIRED THE SECURITY
          BEING REPORTED ON BY THE PARENT HOLDING
          COMPANY: See item 3 above.
          
Item 8    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
          THE GROUP:
          Not applicable.

Item 9    NOTICE OF DISSOLUTION OF GROUP
          Not applicable

CUSIP No. 141702100                Page 5 of 5 Pages



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.
          
          
          
          
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, 1995
Signature:     BANKERS TRUST NEW YORK CORPORATION
          /s/James T. Byrne, Jr.
By:       James T. Byrne, Jr.
Title:    Secretary



                      EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:


             Bankers Trust New York Corporation

                              |
                            100%
                              |

                    Bankers Trust Company

                      EXHIBIT TO ITEM 7

The chain of ownership from Bankers Trust New York
Corporation to BT Capital Partners Inc. is shown
below:


             Bankers Trust New York Corporation

                              |
                            100%
                              |

                 BT Holdings (New York) Inc.

                              |
                            100%
                              |

                  BT Capital Partners Inc.