SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                 SCHEDULE 13G
                                (Rule 13d-102)


             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. 2)(1)



                        Curative Health Services, Inc.
------------------------------------------------------------------------------
                               (Name of Issuer)



                         Common Stock, $0.01 Par Value
------------------------------------------------------------------------------
                        (Title of Class of Securities)



                                   231264102
------------------------------------------------------------------------------
                                (CUSIP Number)



                               December 31, 2002
--------------------------------------------------------------------------------
            (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 the 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 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).

CUSIP No. 231264102
          ---------

1. NAME OF REPORTING PERSONS
   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                            Basil P. Regan

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

3. SEC USE ONLY



4. CITIZENSHIP OR PLACE OF ORGANIZATION

                            United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

     136,300

6. SHARED VOTING POWER

     453,100

7. SOLE DISPOSITIVE POWER

     136,300

8. SHARED DISPOSITIVE POWER

     453,100

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     589,400

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

                                                                          [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     5.4%

12. TYPE OF REPORTING PERSON*

                            IN

--------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 231264102
          ---------

Item 1(a).  Name of Issuer:

            Curative Health Systems, Inc.

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

            150 Motor Parkway
            Hauppauge, NY  11788

Item 2(a-c).Name of Person Filing, Address of Principal Business Office, or
            if None, Residence, Citizenship

            Basil P. Regan
            c/o Regan Partners, L.P.
            32 East 57th Street, 20th Floor
            NY, NY  10022
            --------------------------------------------------------------------

            United States of America

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

            Common Stock, $0.01 Par Value

Item 2(e).  CUSIP Number:

            231264102


Item 3.     If This Statement is Filed Pursuant to Rule 13d-1(b), or
            13d-2(b) or (c), Check Whether the Person Filing is a:

            (a)   [_]   Broker or dealer  registered  under  Section 15 of the
                        Exchange Act.

            (b)   [_]   Bank as  defined in  Section  3(a)(6) of the  Exchange
                        Act.

            (c)   [_]   Insurance  company as defined in Section  3(a)(19)  of
                        the Exchange Act.

            (d)   [_]   Investment  company  registered under Section 8 of the
                        Investment Company Act.

            (e)   [_]   An  investment   adviser  in   accordance   with  Rule
                        13d-1(b)(1)(ii)(E);

            (f)   [_]   An  employee   benefit  plan  or  endowment   fund  in
                        accordance with Rule 13d-1(b)(1)(ii)(F);

            (g)   [_]   A  parent   holding   company  or  control  person  in
                        accordance with Rule 13d-1(b)(1)(ii)(G);

            (h)   [_]   A savings  association  as defined in Section  3(b) of
                        the Federal Deposit Insurance Act;

            (i)   [_]   A church plan that is excluded from the  definition of
                        an investment  company  under Section  3(c)(14) of the
                        Investment Company Act;

            (j)   [_]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

     Provide the following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

            589,400 shares*
            ------------------------------------------------------------------

     (b)  Percent of class:

            5.4%
            ------------------------------------------------------------------

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

          (i)  Sole power to vote or to direct the vote
                                                                  136,300
                                                          --------------------,

          (ii) Shared power to vote or to direct the vote
                                                                  453,100
                                                          --------------------,

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

                                                                  136,300
                                                          --------------------,


          (iv) Shared power to dispose or to direct the
                disposition of                                    453,100
                                                           -------------------.

Item 5. Ownership of Five 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
five percent of the class of securities check the following [ ].

                       N/A
     --------------------------------------------------------------------------

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends  from,  or the proceeds from the sale of, such
securities,  a statement to that effect should be included in response to this
item and,  if such  interest  relates to more than five  percent of the class,
such  person  should  be  identified.  A  listing  of the  shareholders  of an
investment  company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan,  pension fund or endowment fund is not
required.

                       N/A
      --------------------------------------------------------------------------


Item 7.   Identification  and  Classification of the Subsidiary Which Acquired
          the  Security  Being  Reported on by the Parent  Holding  Company or
          Control Person.

     If a parent  holding  company or Control  person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit  stating the  identity and the Item 3  classification  of the relevant
subsidiary.  If a parent  holding  company  or  control  person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

                        N/A
     --------------------------------------------------------------------------

Item 8. Identification and Classification of Members of the Group.

     If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate  under Item 3(j) and attach an exhibit  stating the  identity  and
Item 3  classification  of each member of the group. If a group has filed this
schedule pursuant to  ss.240.13d-1(c)  or  ss.240.13d-1(d),  attach an exhibit
stating the identity of each member of the group.

                       N/A
     --------------------------------------------------------------------------

Item 9. Notice of Dissolution of Group.

     Notice of dissolution  of a group may be furnished as an exhibit  stating
the date of the  dissolution  and that all  further  filings  with  respect to
transactions  in the  security  reported  on will be filed,  if  required,  by
members of the group, in their individual capacity. See Item 5.

                       N/A
     --------------------------------------------------------------------------

Item 10. Certifications.

     (a)  The  following  certification  shall be included if the statement is
          filed pursuant to Rule 13d-1(b):

          "By signing  below I certify  that,  to the best of my knowledge and
          belief, the securities  referred to above were acquired and are held
          in the  ordinary  course of business  and were not  acquired and 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 such purpose or effect."

     (b)  The  following  certification  shall be included if the statement is
          filed pursuant to Rule 13d-1(c):

          "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 such 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.



                                                 January 31,2003
                                       -----------------------------------------
                                                       (Date)



                                                  /s/ Basil P. Regan*
                                        ----------------------------------------
                                                      (Signature)



                                                      Basil P. Regan*
                                        ----------------------------------------
                                                      (Name/Title)



Note. Schedules filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule  13d-7 for other
parties for whom copies are to be sent.

Attention.  Intentional  misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).

*It is noted that the Reporting Person  disclaims his beneficial  ownership in
the  securities  reported  herein  except  to the  extent  of  this  pecuniary
interest.



  01394.0001 #380857