FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WAXMAN ALBERT S   2. Issuer Name and Ticker or Trading Symbol CAREGUIDE INC [CGDE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PSILOS GROUP MANAGERS, L.L.C., 140 BROADWAY, 51ST FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 01/21/2009 (Street) NEW YORK, NY 10005 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/21/2009   J(1)   33,707 D $ 0.14 0 D   Common Stock               3,155,066 I By fund (2) Common Stock               3,346,711 I By fund (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WAXMAN ALBERT S C/O PSILOS GROUP MANAGERS, L.L.C. 140 BROADWAY, 51ST FLOOR NEW YORK, NY 10005	X

Signatures

/s/ Brian F. Leaf, attorney-in-fact		01/23/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On January 21, 2009, the Issuer amended its certificate of incorporation effecting a 1-for-50,000 reverse stock split of its Common Stock held by holders of less than 50,000 pre-split shares. As a result of the reverse stock split, the Reporting Person held fractional shares of Common Stock, which are to be exchanged by the Issuer for cash at the equivalent of $0.14 per pre-split share.
(2)	Shares are owned of record by Psilos Group Partners II, L.P. The Reporting Person, one of the Issuer's directors, is managing member of Psilos Group Investors II, L.L.C., the general partner of Psilos Group Partners II, L.P. and therefore may be deemed to benefically own the securities owned by Psilos Group Partners II, L.P. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(3)	Shares are owned of record by Psilos Group Partners, L.P. The Reporting Person, one of the Issuer's directors, is managing member of Psilos Group Investors, L.L.C., the general partner of Psilos Group Partners, L.P. and therefore may be deemed to benefically own the securities owned by Psilos Group Partners, L.P. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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