UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __2___)*
Accuhealth, Inc.
______________________________________________________
(Name of Issuer)
Common Stock, $ .01 Par Value
______________________________________________________
(Title of Class of Securities)
004380911
____________________________________
(CUSIP Number)
Austin W. Marxe, 153 East 53rd Street, New York, NY 10022
(212) 832-5300
______________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1997
_________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
I(b)(3) or (4), check the following box ___.
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 the 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).
SCHEDULE 13D
CUSIP No. 004380911 Page 2 of 4 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Special Situations Cayman Fund, L.P.
98-0132442
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS* 00
________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO 2(d) OR 2(e) ____
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (7) SOLE VOTING POWER 215,286
SHARES -------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 215,286
REPORTING ------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER None
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(11) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
215,286
- ----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2
- ----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IV/IA
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Page 3 of 4 Pages
Item 1. Security and Issuer. This statement (Schedule 13-D)
relates to the Common Stock, $ .01 Par Value of
Accuhealth, Inc.., a New York corporation (the
"Issuer"). The Issuer's principal executive office is
1575 Bronx River Avenue, Bronx, New York 10460.
Item 2. Identity and Background. This statement is filed on
behalf of Special Situations Cayman Fund, L.P. ("the
Fund") a limited partnership formed on December 19,
1991 under the laws of the Cayman Islands. The
principal office and business address of the Cayman
Fund is c/o CIBC Bank and Trust Company (Cayman)
Limited, CIBC Bank Building, P. O. Box 694, Edwards
Street, Grand Cayman, Cayman Islands, British West
Indies. The business of the Fund is to acquire,
purchase, invest in, sell, convey, transfer, exchange
and otherwise trade in principally equity and equity
related securities. AWM Investment Company,
Inc.("AWM"), a Delaware corporation and a registered
investment adviser under the Investment Advisers Act of
1940, serves as the investment adviser to and general
partner of the Fund. Austin Marxe, the primary owner,
President and Chief Executive Officer of AWM is
principally responsible for the selection, acquisition
and disposition of the portfolio securities by AWM on
behalf of the Fund. AWM and Austin Marxe's principal
business address is 153 East 53 Street, New York, NY
10022. The Fund, AWM and Austin Marxe have not been
(i) convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which they are subject to a judgement,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violations with respect to such laws. AWM and Austin
Marxe have previously filed Schedule 13G with respect
to their beneficially ownership in the securities
reported hereby.
Item 3. Source and Amount of Funds or Other Consideration.
The business of the Fund is to acquire, purchase,
invest in, sell, convey, transfer, exchange and
otherwise trade in principally equity and equity
related securities. The Fund received 10,645 and 4,640
shares of common stock as stock dividends in April and
June 1997.
Item 4. Purpose of the Transaction. The Fund acquired and
holds all shares beneficially owned solely for
Page 4 of 4 Pages
investment purposes. The Fund has no plans or
proposals in respect of any of the matters set forth in
the instructions to this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) The Fund beneficially owns 137,500 shares of
Cumulative Convertible Preferred Stock convertible into
137,500 shares of Common Stock, and 77,786 shares of
common stock. Upon conversion of the preferred stock
the fund would own 11.2 % of the Issuers shares
outstanding.
(b) The Fund, through its General Partner, AWM, has the
sole power to vote or direct the vote of, and sole
power to dispose or direct the disposition of all
shares beneficially owned by it.
(c) Except as described in Item 3, the Fund has not
effected any transaction involving its shares in the
past 60 days.
(d) The Fund has the sole right to receive or the power
to direct the receipt of dividends from, or the
proceeds from the sale of, the shares owned by it.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the
Fund and any other person with respect to any
securities of the Issuer, other than pursuant to the
Purchase and Sale Agreement of which the Fund is a
party.
Item 7. Material to be Filed as Exhibits.
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 Special Situations Cayman Fund,L.P.
by: David M. Greenhouse, Vice President
of AWM Investment Company, Inc.
The General Partner
