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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Rexall Sundown, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
761648 10 4
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(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).
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CUSIP NO. 761648 10 4 SCHEDULE 13G PAGE 2 OF 6 PAGES
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sylvia DeSantis, Trustee of the Sylvia DeSantis Revocable
Trust U/A dated October 30, 1996
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(5) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 13,545,792
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(8) SHARED DISPOSITIVE POWER
-0-
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,545,792 (See Item 4 below)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0%
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(12) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 6 PAGES
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
ITEM 1. (a) NAME OF ISSUER
Rexall Sundown, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
851 Broken Sound Parkway, N.W.
Boca Raton, Florida 33487
ITEM 2. (a) NAME OF PERSON FILING
Sylvia DeSantis, trustee of the Sylvia DeSantis
Revocable Trust u/a dated October 30, 1996
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE,
RESIDENCE
851 Broken Sound Parkway, N.W.
Boca Raton, Florida 33487
(c) CITIZENSHIP
United States
(d) TITLE OF CLASS OF SECURITIES
Common Stock, par value $.01 per share
(e) CUSIP NUMBER
761648 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13-D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON IS A:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
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(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act
(e) [ ] Investment Advisor registered under Section 203
of the Investment Advisors Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with Rule 13d-1(b)(ii)(H)
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned - 13,545,792 shares of Common
Stock
(b) Percent of class - 20.0%
(c) Number of shares as to which Sylvia DeSantis has:
(i) sole power to vote or to direct the vote --0-*
(ii) shared power to vote or direct the vote --0-
(iii) sole power to dispose or to direct the
disposition of - 13,545,792**
(iv) shared power to dispose or direct the
disposition of - -0-
_________________________________
*Sylvia DeSantis granted Carl DeSantis an irrevocable proxy
with respect to 13,545,792 shares.
**13,158,042 of such shares are subject to a stock purchase
agreement with an irrevocable life insurance trust for
the benefit of her children. Such stock purchase agreement
provides for significant restrictions in sales or transfers of
such shares during her life, and requires the sale of such
shares to such trust upon her death.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
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SIGNATURE
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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: February 11, 1998
/s/ Sylvia DeSantis
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SYLVIA DeSANTIS, TRUSTEE
OF THE SYLVIA DeSANTIS
REVOCABLE TRUST U/A
DTD OCTOBER 30, 1996
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