SUN HEALTHCARE GROUP INC
10-Q/A, 1998-08-24
SKILLED NURSING CARE FACILITIES
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                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              FORM 10-Q/A-2

[ X ]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
                          Exchange Act of 1934
                                    
              For the quarterly period ended June 30, 1998
                                    
                                   or
                                    
[   ]  Transition report pursuant to Section 13 or 15(d) of the Securities
                          Exchange Act of 1934

                    Commission File Number:  1-12040
                                    
                       SUN HEALTHCARE GROUP, INC.
         (Exact name of Registrant as specified in its charter)

               Delaware                           85-0410612
      (State of Incorporation)           (I.R.S. Employer Identification No.)

                          101 Sun Avenue, NE
                      Albuquerque, New Mexico  87109
                            (505) 821-3355
               (Address and telephone number of Registrant)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past ninety days.

          Yes     X                                  No
                -----                                    -----   

As of August 10, 1998, there were 59,387,603 shares of the Registrant's $.01
par value Common Stock outstanding, net of treasury shares.

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<PAGE>

     This Form 10-Q/A-2 amends the Form 10-Q/A-1 by correcting on the cover page
the number of shares outstanding as of August 10, 1998, which is 59,387,603 but
which was incorrectly stated on the Form 10-Q and Form 10-Q/A-1 as 62,293,745.


                                SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   Sun Healthcare Group, Inc.



Date:  August 24, 1998             By:     /s/ Robert D. Woltil*
                                      ----------------------------------     
                                               Robert D. Woltil
                                           Chief Financial Officer


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*  Signing on the behalf of the Registrant and as principal financial officer.







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