CARE ENTERPRISES INC /DE/
15-12G, 1994-04-05
SKILLED NURSING CARE FACILITIES
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                      
                       Commission File Number            0-9310

                           Care Enterprises, Inc.
           (Exact name of registrant as specified in its charter)

       2742 Dow Avenue, Tustin, California 92680-7245, (714) 544-4443
 (Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)

                   common stock, par value $.01 per share
          (Title of each class of securities covered by this Form)


(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)

       Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)    X              Rule 12h-3(b)(1)(i)
Rule 12g-4(a)(1)(ii)                  Rule 12h-3(b)(1)(ii)
Rule 12g-4(a)(2)(i)                   Rule 12h-3(b)(2)(i)
Rule 12g-4(a)(2)(ii)                  Rule 12h-3(b)(2)(ii)
                                      Rule 15d-6

   Approximate number of holders of record as of the certification or
notice date:  1

   Pursuant to the requirements of the Securities Exchange Act of 1934
Care Enterprises, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

Date:    April 5, 1994                
                             By: /s/ Richard K. Matros
                                 Richard K. Matros
                                 President

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.
The registrant shall file with the Commission three copies of Form 15, one
of which shall be manually signed.  It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person.  The name
and title of the person signing the form shall be typed or printed under
the signature.




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