SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VOXEL
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
928935105
(CUSIP Number)
Copy to:
Howard S. Breslow, Esq.
Dr. Bernard B. Levine Breslow & Walker
210 Riverside Drive 100 Jericho Quadrangle
New York, New York 10025 Jericho,New York 11753
Telephone (212) 865-6655 Telephone (516) 822-
6505
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 30, 1998
(Date of Event which Requires Filing 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-1(e), 13d-1(f)or 13-d-1(g), check the following
space .
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Rule 13d-7(b) 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
disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
<TABLE>
<PAGE>
CUSIP
No. 928935105 13D Page 2 of 4
1<PAGE>
Name of Reporting Person<C>
Bernard B. Levine
<C>S.S. or I.R.S. Identification No. of Above Person
###-##-#### <PAGE>
2 Check the Appropriate Box if a Member of a
Group*(a) [ ]
(b) [ ] <PAGE>
3 SEC Use Only
C
<PAGE>
4 Source of Funds*
C
<PAGE>
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
<PAGE>
6 Citizenship or Place of Organization United States
<PAGE>
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With<PAGE>
7 Sole Voting Power
0 shares 0% <PAGE>
8 Shared Voting Power
0 shares 0% <PAGE>
9 Sole Dispositive Power
0 shares 0% <PAGE>
10 Shared Dispositive Power
0 shares 0% <PAGE>
11 Aggregate Amount Beneficially
Owned By Each Reporting Person
0 shares
C
<PAGE>
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [ ]
<PAGE>
13 Percent of Class Represented by Amount in Row (11)
0%
<PAGE>
14 Type of Reporting Person*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
This Statement, dated April 30, 1998, constitutes
Amendment No. 1 to the Schedule 13D, dated January 30,
1996, (the "Schedule"), regarding the reporting person's
ownership of the common stock, no par value per share, of
VOXEL (the "Common Stock").
Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the
Schedule.
This Amendment No. 1 to the Schedule is filed by
the reporting person in accordance with Rule 13d-2 of the
Securities Exchange Act of 1934, as amended. It only
refers to information which has materially changed since
the filing of the Schedule.
Item 5. Interest in Securities of the Issuer.
(a) As of May 12, 1998, Dr. Levine does not
beneficially own any shares of Common Stock.
(b) Not applicable.
(c) During the past sixty days, Dr. Levine effected
the following transactions in the securities of the Company
(all of which were made in the open market through a
broker):
<TABLE>
<CAPTION>
Number of Shares (S)
and Warrant (W)
Date of Purchase/Sale Purchased or (Sold) Price per Share/Warrant
<S> <C> <C>
April 29, 1998 (10,000)(S) $5.0937
April 30, 1998 (10,000)(S) $5.125
April 30, 1998 (10,000)(S) $5.25
April 30, 1998 (20,000)(S) $5.1875
April 30, 1998 (20,000)(S) $5.0625
May 11, 1998 (302,400)(S) $1.76259*
May 11, 1998 (16,000)(W) $.28125
May 12, 1998 (35,000)(S) $2.09375
</TABLE>
*average price
(d) Not Applicable.
(e) Effective April 29, 1998, Dr. Levine ceased to
be the beneficial owner of more than five percent of the
Common Stock.
Signature
After reasonable inquiry and to the best of
my knowledge and belief, the undersigned hereby certifies
that the information set forth in this Schedule is true,
complete, and correct.
Date: May 29, 1998
/s/ Bernard B. Levine
Bernard B. Levine
ATTENTION: INTENTIONAL MISSTATEMENTS OR
OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
