UNITED DENTAL CARE INC /DE/
SC 13G/A, 1997-02-14
HOSPITAL & MEDICAL SERVICE PLANS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                  SCHEDULE 13G


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*


                            UNITED DENTAL CARE, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                  91018H 10 1
                                 (CUSIP Number)

       Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting 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 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.1

       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).

                       _________________________________





____________________

    1  Pursuant to Rule 13d-2(c), this Amendment No. 1, which is
       the first electronic amendment to a  paper format Schedule 13G, 
       restates the entire text of the Schedule 13G, as amended as of
       December 31, 1996.





                              Page 1 of 5 pages
<PAGE>   2
<TABLE>
<S>                                                 <C>
  CUSIP NO.       91018H 10 1                         Page 2 of 5 Pages
             -------------------------              --------------------------

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

                George E. Bello

- --------------------------------------------------------------------------------
  2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a) [ ]
                                                                         (b) [ ]
- --------------------------------------------------------------------------------
  3      SEC USE ONLY


- --------------------------------------------------------------------------------
  4      CITIZENSHIP OR PLACE OF ORGANIZATION

                United States of America
- --------------------------------------------------------------------------------
          NUMBER OF            5     SOLE VOTING POWER

            SHARES                          352,168
                               -------------------------------------------------
         BENEFICIALLY          6     SHARED VOTING POWER
                                                        

        OWNED BY EACH                       778,500
                                                   
                               -------------------------------------------------
          REPORTING            7     SOLE DISPOSITIVE POWER
                                                           

            PERSON                          352,168
                               -------------------------------------------------
                               8     SHARED DISPOSITIVE POWER
             WITH
                                            778,500

- --------------------------------------------------------------------------------
  9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                1,130,668
- --------------------------------------------------------------------------------
  10     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

- --------------------------------------------------------------------------------
  11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                12.7%
- --------------------------------------------------------------------------------
  12     TYPE OF REPORTING PERSON*

                IN
- --------------------------------------------------------------------------------
</TABLE>

                     * SEE INSTRUCTION BEFORE FILLING OUT!





                                Page 2 of 5 Pages
<PAGE>   3
Item 1(a) Name of issuer:

       United Dental Care, Inc.

Item 1(b) Address of issuer's principal executive offices:

       14755 Preston Road, Suite 300
       Dallas, Texas 75240

Item 2(a) Name of person filing:

       George E. Bello

Item 2(b) Address or principal business office or, if none, residence:

       Park Avenue Plaza, 29th Floor
       55 East 52nd Street
       New York, New York 10055

Item 2(c) Citizenship:

       United States of America

Item 2(d) Title of class of securities:

       Common Stock

Item 2(e) CUSIP No.:

       91018H 10 1

Item 3.  Not Applicable

Item 4.  Ownership.

(a) Amount beneficially owned:

       See Item (9) of Cover Page

(b) Percent of class:

       See Item (11) of Cover Page

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

       (i) Sole power to vote or to direct the vote:





                                Page 3 of 5 Pages
<PAGE>   4
              See Item (5) of Cover Page

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

              See Item (6) of Cover Page

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

              See Item (7) of Cover Page

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

              See Item (8) of Cover Page

Item 5.  Ownership of 5 Percent or Less of a Class.

       If this statement is being filed to report the fact that as of the date
       hereof the reporting person has ceased to be the beneficial owner of
       more than 5 percent of the class of securities, check the following [ ].

Item 6.  Ownership of More than 5 Percent on Behalf of Another Person.

       George E. Bello and Citibank, N.A. are trustees having shared voting and
       investment power under two trusts owning in the aggregate 778,500 shares
       of Common Stock of the Company in which relatives of Jack R. Anderson
       are beneficiaries, which are reflected in this Schedule 13G as
       beneficially owned by George E. Bello.  Such trusts have the right to 
       receive the dividends or the proceeds from the sale of the 778,500 
       shares of Common Stock.

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





                                Page 4 of 5 Pages
<PAGE>   5
                                   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.

Dated:  February 14, 1997


       /s/ George E. Bello                 
- ---------------------------------
George E. Bello





                                Page 5 of 5 Pages


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