SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
AMENDMENT NO. 3
TO
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 and 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Selfcare, Inc.
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(Name of Issuer)
Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
81631R 10 7
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(CUSIP Number)
__________
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Willard L. Umphrey*
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 9
(b) 9
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5. SOLE VOTING POWER 517,609
SHARES -------
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 453,103
-------
7. SOLE DISPOSITIVE POWER 517,609
-------
8. SHARED DISPOSITIVE POWER 453,103
-------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
970,712
-------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
Such number includes (i) warrants to purchase 20,193
shares of Common Stock and 138,903 shares of Common Stock
held by the Reporting Persons wife and (ii) warrants to
purchase 4,494 shares of Common Stock and 154,784 shares
of Common Stock held by a trust of which the Reporting
Person is one of two trustees.
The Reporting Person, however, disclaims beneficial
ownership of these shares.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12. TYPE OF REPORTING PERSON
IN
* Mr. W. Umphrey hereby amends and restates his Amendment No. 2
to Schedule 13G filed on February 16, 1999, with respect to
Selfcare, Inc.
Item 1(a). Name of Issuer:
Selfcare, Inc.
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Item 1(b). Address of Issuers Principal Executive Offices:
200 Prospect Street, Waltham, Massachusetts 02453
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Item 2(a). Name of Person Filing:
Willard L. Umphrey*
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Item 2(b). Address of Principal Business Office or, if None,
Residence:
14 D North Commons, Lincoln, Massachusetts 01773
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Item 2(c). Citizenship:
U.S.A.
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Item 2(d) Title of Class of Securities:
Common Stock, par value $.001 per share
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Item 2(e) CUSIP Number:
81631R 10 7
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Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
Not applicable
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Item 4. Ownership.
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-1 (b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
* Mr. W. Umphrey hereby amends and restates his Amendment No. 2
to Schedule 13G filed on February 16, 1999, with respect to
Selfcare, Inc.
(a) Amount beneficially owned:
970,712 shares of Common Stock (of which the Reporting
-----------------------------------------------------------
Person has the right to acquire 124,835 shares)
-----------------------------------------------------------
(b) Percent of class:
6.1%
-----------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 517,609
-------
(ii) Shared power to vote or to direct the vote 453,103
-------
(iii) Sole power to dispose or to direct the disposition of
517,609
-------
(iv) Shared power to dispose or to direct the disposition of
453,103
-------
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.
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.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issue of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
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.
April 30, 1999
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Date
/S/ WILLARD L. UMPHREY
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Signature
Willard L. Umphrey
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Name/Title
