LEVINE BERNARD B M D
SC 13G/A, 1999-02-19
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                                  SCHEDULE 13G

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                                (Amendment No. )1



                            SUNSTAR HEALTHCARE, INC.
        ---------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.001 per share
          ------------------------------------------------------------
                         (Title of Class of Securities)

                                   867939-10-0
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                            
                                 October 3, 1996
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)
                             
Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

   |_|   Rule 13d-1(b)
   |X|   Rule 13d-1(c)
   |_|   Rule 13d-1(d)

                             
- --------
1    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 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).

                                Page 1 of 5 pages

<PAGE>





CUSIP No.    867939-10-0           13G               Page   2  of     5  Pages
          ---------------------                            ----    -----     


    1       NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                     Bernard Levine, M.D.

    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a) [ ]
                                                                       (b) [ ]

                      N/A
 
    3       SEC USE ONLY

    4       CITIZENSHIP OR PLACE OF ORGANIZATION

                     United States

      NUMBER OF             5      SOLE VOTING POWER
        SHARES
     BENEFICIALLY                   208,600
       OWNED BY                     
         EACH
      REPORTING
        PERSON
         WITH               6      SHARED VOTING POWER

                                      0

                            7      SOLE DISPOSITIVE POWER

                                     208,600

                            8      SHARED DISPOSITIVE POWER

                                      0

 9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              208,600

10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                        [ ]


11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

              7.13%

12      TYPE OF REPORTING PERSON*

               IN

                  *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                Page 2 of 5 pages
<PAGE>





CUSIP No.   867939-10-0          13G               Page    3   of     5   Pages
          -------------                                 ------    -------      

                                  SCHEDULE 13G

Item 1(a).        Name of Issuer:

                  SunStar Healthcare, Inc.

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  300 International Drive, Suite 230, Heathrow, Florida 32746.

Item 2(a).        Name of Person Filing:

                  Bernard Levine, M.D.

Item 2(b).        Address of Principal Business Office or, if None, Residence:

                  210 Riverside Drive, New York, New York 10025

Item 2(c).        Citizenship:

                  United States

Item 2(d).        Title of Class of Securities:

                  Common Stock, $.001 par value

Item 2(e).        CUSIP Number:

                  867939-10-0

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


                                Page 3 of 5 pages
<PAGE>




CUSIP No.    867939-10-0              13G             Page  4    of   5   Pages
          --------------                                   -----    -----      

Item 4.           Ownership.  As of December 31, 1998:

                  (a)  Amount  beneficially  owned:   208,600  shares of  Common
                       Stock.

                  (b)  Percent of class:  7.13%

                  (c)  Number of shares as to which such person has:

                       (i)   Sole power to vote or direct the vote:  208,600

                       (ii)  Shared power to vote or direct the vote:  0

                       (iii) Sole power to dispose or direct the disposition of:
                              208,600

                       (iv)  Shared  power  to dispose or direct the disposition
                             of:      0

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





                                Page 4 of 5 pages

<PAGE>



CUSIP No.     867939-10-0             13G               Page   5  of   5  Pages
          ---------------                                    ----    ----      

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
issuer 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.


                                                        February 12, 1999
                                                       -------------------------
                                                               (Date)

                                                       /s/  Bernard  B. Levine
                                                       -------------------------
                                                            (Signature)

                                                           Bernard  B. Levine
                                                       -------------------------
                                                            (Name/Title)



                                Page 5 of 5 pages




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