As filed with the Securities and Exchange Commission on November 20, 2009

Registration No. 333-135549

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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SUN HEALTHCARE GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 85-0410612 (I.R.S. Employer Identification Number)

18831 Von Karman, Suite 400

Irvine, California 92612

(949) 255-7100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Michael Berg, Esq.

Sun Healthcare Group, Inc.

101 Sun Avenue NE

Albuquerque, New Mexico 87109

(505) 821-3355

(Name, Address, including zip code, and telephone number, including area code, of Agent for Service)

COPY TO:

Andor D. Terner, Esq.

O'Melveny & Myers LLP

610 Newport Center Dr., Suite 1700

Newport Beach, California 92660

(949) 760-9600

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Approximate date of commencement of proposed sale to the public:  Not applicable

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If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) of the Securities Act, check the following box o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) of the Securities Act, check the following box o

        Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filed, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

         Large accelerated filer o                                                                                                     Accelerated filer x

         Non-accelerated filer o (Do not check if a smaller reporting company)                     Smaller reporting company o

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-135549) previously filed by Sun Healthcare Group, Inc., a Delaware corporation (the “Registrant”), on June 30, 2006 (the “Registration Statement”).  The Registration Statement registered 8,871,890 shares of common stock, par value $0.01 per share, for resale by the selling stockholders named therein.  The Registrant hereby amends the Registration Statement to deregister all shares of the Common Stock of the Registrant that remain unsold under this Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on November 20, 2009.

SUN HEALTHCARE GROUP, INC.

By: /s/ Richard K. Matros

      Richard K. Matros

      Chairman of the Board and

      Chief Executive Officer

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