<PAGE>   1
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-Q


(Mark One)

         (X)        Quarterly report pursuant to Section 13 or 15(d) of the 
         ---        Securities Exchange Act of 1934
                    
                    
                    For the quarterly period ended June 30, 1997 or
                    
         ( )        Transition report pursuant to Section 13 or 15(d) of the 
         ---        Securities Exchange Act of 1934
                    
                    
                    For the transition period from          to
                                                  ----------  ----------
                    
                    Commission file number       0-15416
                                          -----------------


                           RESPONSE ONCOLOGY, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)



  Tennessee                                               62-1212264
----------------------------                          ------------------
(State or Other Jurisdiction                          (I. R. S. Employer
of Incorporation or Organization)                     Identification No.)


1775 Moriah Woods Blvd., Memphis, TN                         38117
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)


                               (901) 761-7000
            ----------------------------------------------------
            (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such period that the  registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

                                 Yes   X     No
                                     -----      -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, $.01 Par Value, 11,969,143 shares as of August 13, 1997.

This filing consists of 16 sequentially numbered pages.


<PAGE>   2


INDEX




PART I.        FINANCIAL INFORMATION
                 
<TABLE>
<CAPTION>
Item 1.             Financial Statements                                                                               Page

<S>                 <C>                                                                                                  <C>
                    Consolidated Balance Sheets,
                    June 30, 1997 and December 31, 1996...................................................................3

                    Consolidated Statements
                    of Earnings for the Three Months Ended
                    June 30, 1997 and June 30, 1996.......................................................................4

                    Consolidated Statements
                    of Earnings for the Six Months Ended
                    June 30, 1997 and June 30, 1996.......................................................................5

                    Consolidated Statements of
                    Cash Flows for the Six Months Ended
                    June 30, 1997 and June 30, 1996.......................................................................6

                    Notes to Consolidated
                    Financial Statements..................................................................................7

Item 2              Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations........................................................................................11


PART II.            OTHER INFORMATION


Item 4.             Submission of Matters to a Vote of Securities Holders................................................14


Item 5.             Market Information and Related Stockholder Matters...................................................15


Item 6.             Exhibits and Reports on Form 8-K.....................................................................15


Signatures          .....................................................................................................16

</TABLE>




                                     -2-
<PAGE>   3


PART I - FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS
         RESPONSE ONCOLOGY, INC. AND SUBSIDIARIES
         CONSOLIDATED BALANCE SHEETS
         (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                                                --------------------------------
                                                                                June 30, 1997  December 31, 1996
ASSETS                                                                           (Unaudited)           (Note 1)
                                                                                -----------          ----------- 
CURRENT ASSETS
<S>                                                                             <C>                    <C>       
    Cash and cash equivalents                                                   $   3,429              $     415 
    Accounts receivable, less allowance for doubtful accounts                                                    
         of $2,446 and $1,774                                                      16,093                 14,297 
    Supplies                                                                        2,512                  2,415 
    Prepaid expenses and other current assets                                       4,147                  2,168 
    Due from affiliated physicians                                                 14,460                 12,423 
                                                                                ---------              --------- 
TOTAL CURRENT ASSETS                                                               40,641                 31,718 
                                                                                                                 
    Property and equipment - at cost, less accumulated                                                           
         depreciation and amortization of $9,020 and $8,160                         3,672                  5,406 
    Deferred charges, less accumulated amortization of $423 and $232                  467                    490 
    Management Service Agreements, less accumulated amortization of $2,688 and                                   
         $1,345                                                                   101,305                101,963 
Deferred tax asset                                                                  3,198                  3,267 
    Other assets                                                                      169                    106 
                                                                                ---------              --------- 
TOTAL ASSETS                                                                    $ 149,452              $ 142,950 
                                                                                =========              ========= 
                                                                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                             
CURRENT LIABILITIES                                                                                              
    Accounts payable                                                            $   9,406              $   4,863 
    Accrued expenses and other liabilities                                          5,757                  4,268 
    Notes payable                                                                   1,309                  7,847 
    Capital lease obligations                                                          66                     74 
                                                                                ---------              --------- 
TOTAL CURRENT LIABILITIES                                                          16,538                 17,052 
                                                                                                                 
    Capital lease obligations, less current portion                                    92                    124 
    Notes payable, less current portion                                            44,557                 62,106 
    Deferred tax liability                                                         23,231                 25,127 
    Minority interest                                                                 835                    374 
                                                                                                                 
STOCKHOLDERS' EQUITY                                                                                             
    Series A convertible preferred stock, $1.00 par value, authorized 3,000,000                                  
         shares; issued and outstanding 27,233 shares at each period end,                                        
         liquidating preference $11.00 per share                                       27                     27 
    Common Stock, $.01 par value, authorized 30,000,000 shares; issued and                                       
          outstanding 11,967,543 and 8,947,018 shares, respectively                   120                     89 
    Paid-in capital                                                               101,376                 77,454 
    Accumulated deficit                                                           (37,324)               (39,403)
                                                                                ---------              --------- 
                                                                                   64,199                 38,167 
                                                                                ---------              --------- 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 149,452              $ 142,950 
                                                                                =========              ========= 
</TABLE>



See accompanying notes to consolidated financial statements.



                                     -3-
<PAGE>   4


RESPONSE ONCOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
(Dollar amounts in thousands except for share data)

<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                     -----------------------------
                                                     June 30, 1997   June 30, 1996
                                                     ------------    -------------
<S>                                                  <C>              <C>            
NET REVENUE                                          $     25,642     $     15,099   
                                                                                     
COSTS AND EXPENSES                                                                   
 Salaries and benefits                                      5,210            3,519   
 Pharmaceuticals and supplies                              12,413            6,463   
 Other operating costs                                      2,385            1,812   
 General and administrative                                 1,109            1,037   
 Depreciation and amortization                              1,149              754   
 Interest                                                     792              459   
 Provision for doubtful accounts                              423              450   
                                                     ------------     ------------   
                                                           23,481           14,494   
                                                     ------------     ------------   
                                                                                     
EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST          2,161              605   
 Minority owners' share of net earnings                      (205)             (61)  
                                                     ------------     ------------   
                                                                                     
EARNINGS BEFORE INCOME TAXES                                1,956              544   
 Provision for income taxes                                   744               --   
                                                     ------------     ------------   
                                                                                     
NET EARNINGS TO COMMON STOCKHOLDERS                  $      1,212     $        544   
                                                     ============     ============   
                                                                                     
EARNINGS PER COMMON SHARE                            $       0.10     $       0.07   
                                                     ============     ============   
                                                                                     
 Weighted average number of shares                     11,968,123        7,851,520   
                                                     ============     ============   
</TABLE>




See accompanying notes to consolidated financial statements.




                                     -4-
<PAGE>   5


RESPONSE ONCOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
(Dollar amounts in thousands except for share data)

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                     -----------------------------
                                                     June 30, 1997   June 30, 1996
                                                     -------------   -------------

<S>                                                  <C>              <C>                   
NET REVENUE                                          $     50,007     $     28,439          
                                                                                            
COSTS AND EXPENSES                                                                          
Salaries and benefits                                      10,170            6,742          
Pharmaceuticals and supplies                               23,476           12,034          
Other operating costs                                       5,246            3,756          
General and administrative                                  2,209            1,898          
Depreciation and amortization                               2,460            1,325          
Interest                                                    1,896              646          
Provision for doubtful accounts                               799              822          
                                                     ------------     ------------          
                                                           46,256           27,223          
                                                     ------------     ------------          
                                                                                            
EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST          3,751            1,216          
Minority owners' share of net earnings                       (397)            (155)         
                                                     ------------     ------------          
                                                                                            
EARNINGS BEFORE INCOME TAXES                                3,354            1,061          
Provision for income taxes                                  1,275               --          
                                                     ------------     ------------          
                                                                                            
NET EARNINGS TO COMMON STOCKHOLDERS                  $      2,079     $      1,061          
                                                     ============     ============          
                                                                                            
EARNINGS PER COMMON SHARE                            $       0.19     $       0.14          
                                                     ============     ============          
                                                                                            
Weighted average number of shares                      11,033,462        7,765,641          
                                                     ============     ============          
                                                                                            
</TABLE>



See accompanying notes to consolidated financial statements




                                     -5-
<PAGE>   6


RESPONSE ONCOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollar amounts in thousands)

<TABLE>
<CAPTION>

                                                                   Six Months Ended June 30,
                                                                   ------------------------
                                                                     1997            1996    
                                                                   --------        --------  
<S>                                                                <C>             <C>       
OPERATING ACTIVITIES                                                                         
  Net earnings                                                     $  2,079        $  1,061  
  Adjustments to reconcile net earnings from operations:                                     
   Depreciation and amortization                                      2,460           1,325  
   Provisions for doubtful accounts                                     799             822  
   Minority owners' share of net earnings                               397             155  
  Changes in assets and liabilities net of effect of acquisitions:                           
   Accounts receivable                                               (2,595)         (4,338) 
   Supplies, prepaid expenses, and other current assets              (2,075)            181  
   Deferred charges and other assets                                   (367)           (305) 
   Due from affiliated physician groups                              (2,713)         (2,269) 
   Accounts payable and accrued expenses                              6,670           1,084  
                                                                   --------        --------  
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   4,655          (2,284) 
INVESTING ACTIVITIES                                                                         
  Purchase of equipment                                                (388)           (780) 
  Sale of short-term investments                                        262                  
  Investment in joint venture                                            63              --  
  Acquisition of nonmedical assets of affiliated physician             (238)        (23,119) 
                                                                   --------        --------  
NET CASH USED IN INVESTING ACTIVITIES                                  (563)        (23,637) 
                                                                                             
FINANCING ACTIVITIES                                                                         
  Financing costs incurred                                             (103)             --  
  Proceeds from exercise of stock options                                --             175  
  Principal payments on notes payable                                (3,212)           (402) 
  Proceeds from notes payable                                         1,271          12,127  
  Proceeds from note payable to parent                                1,006          10,000  
  Principal payments on capital lease obligations                       (40)            (28) 
                                                                   --------        --------  
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ACTIVITIES       (1,078)         21,872  
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS EQUIVALENTS          3,014          (4,049) 
  Cash and cash equivalents at beginning of period                      415           4,205  
                                                                   --------        --------  
                                                                                             
CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $  3,429        $    156  
                                                                   ========        ========  
</TABLE>



See accompanying notes to consolidated financial statements.



                                     -6-
<PAGE>   7
 

RESPONSE ONCOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997

NOTE 1 -- BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required for complete financial statements by generally accepted accounting
principles. In the opinion of Management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Certain amounts have been reclassified for comparative purposes with
no effect on net earnings. Operating results for the three and six month periods
ended June 30, 1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997. For further information, refer
to the consolidated financial statements and footnotes thereto included in
Response Oncology, Inc. and Subsidiaries' (the "Company's") annual report on
Form 10-K for the year ended December 31, 1996.

Net Revenue: The following table is a summary of net revenue by source for the
respective three and six month periods ended June 30, 1997 and 1996. Patient
services revenue is recorded net of contractual allowances and discounts of
$749,000 and $1,116,000 for the quarters ended June 30, 1997 and 1996,
respectively and $1,889,000 and $2,283,000 for the six months ended June 30,
1997 and 1996, respectively.

The Company's revenue from practice management affiliations includes a fee
equal to practice operating expenses incurred by the Company (which excludes
expenses that are the obligation of the physicians, such as physician salaries
and benefits) and a management fee either fixed in amount or equal to a
percentage of each affiliated oncology group's adjusted net revenue or net
operating income. In certain affiliations, the Company may also be entitled to
a performance fee if certain financial criteria are satisfied.

<TABLE>
<CAPTION>
(In thousands)                       Three Months Ended June 30,     Six Months Ended June 30,  
                                     --------------------------      ------------------------   
                                       1997               1996         1997             1996    
                                     -------            -------      -------          -------   
<S>                                  <C>                <C>          <C>              <C>       
Net patient services revenue         $ 8,514            $ 8,677      $17,268          $16,791   
Practice management service fees      11,616              2,996       22,491            4,626   
Pharmaceutical sales to physicians     4,526              3,215        8,679            6,438   
Physician investigator studies           986                211        1,569              584   
                                     -------            -------      -------          -------   
                                     $25,642            $15,099      $50,007          $28,439   
                                     =======            =======      =======          =======   
</TABLE>


Management Service Agreements: Costs of obtaining Service Agreements are
amortized using the straight-line method over the 40-year terms of the
agreements. Certain purchase accounting adjustments were made during the six
months ended June 30, 1997 which increased the value of management service
agreements, net of accumulated amortization, by $685,000. The adjustments made 
to the management service agreements include a decrease of $2,361,000 due to a
change in estimated deferred tax liability and a net increase to the value of
management service agreements of $3,046,000 due to changes in the estimated
valuation of certain assets and liabilities that were purchased.



                                     -7-
<PAGE>   8


Net Earnings Per Common Share: Net earnings per common share for the three and
six month periods ended June 30, 1997 and 1996 have been computed based upon the
weighted average number of shares of common stock and common stock equivalents
outstanding during the respective periods. Shares issuable pursuant to the
conversion of the long-term notes delivered by the Company in its management
affiliations are excluded since they would have been anti-dilutive in the three
and six month periods ended June 30, 1997 and 1996. Fully diluted earnings per
share are not disclosed as the effect of assuming the conversion of the
preferred stock is clearly immaterial.

NOTE 2 -- PARENT COMPANY

As of June 30, 1997, Response Oncology, Inc. was a subsidiary of Seafield
Capital Corporation ("Seafield").

On July 1, 1997, Seafield's Board of Directors declared a dividend to Seafield's
shareholders of all shares of common stock of Response owned by Seafield. For
each shareholder of record on July 11, 1997, 1.2447625 shares of Response common
stock were distributed on July 25, 1997 for each share of Seafield common stock
outstanding. The distribution of all shares of Response stock held by Seafield
to Seafield's shareholders was effected as a dividend. The Seafield
shareholders paid no consideration for any shares of Response stock received in
the distribution.

NOTE 3 -- NOTES PAYABLE

The Company has a $45.0 million Credit Facility to fund the Company's
acquisition and working capital needs. The Credit Facility, comprised of a $35.0
million Acquisition Facility and a $10.0 million Working Capital Facility, is
collateralized by the common stock of the Company's subsidiaries. The
Acquisition Facility bears interest at a variable rate equal to LIBOR plus a
spread between 1.5% and 2.625%, depending upon borrowing levels. The Working
Capital Facility bears interest at a variable rate equal to LIBOR plus a spread
between 1.875% and 2.375%. At June 30, 1997, $25.6 million aggregate principal
was outstanding under the Credit Facility with a current interest rate of
approximately 8.1%. The Credit Facility contains affirmative and negative
covenants which, among other things, require the Company to maintain certain
financial ratios, including minimum fixed charges coverage, funded debt to
EBITDA, net worth and current ratio.

In May 1997, the Company entered into a LIBOR based interest rate swap agreement
("Swap Agreement") with an affiliate of the Company's primary lender as required
by the terms of the Credit Facility. As of June 30, 1997, approximately 60% of
the Company's outstanding principal balance under the Credit Facility was hedged
under the Swap Agreement. The Swap Agreement matures in March 1999 and is
cancelable at the lender's option after July 1998.

In October 1996, the Company procured a $23.5 million credit facility from
Seafield (the "Seafield Facility") to finance acquisitions and for working
capital. On February 26, 1997, the $23.5 million loan and accrued interest of
$.7 million was exchanged for 3,020,536 shares of the Company's common stock at
a rate of $8 per share. In connection with the conversion of the Seafield
Facility, $82,000 of unamortized financing costs were charged to paid-in
capital.




                                     -8-
<PAGE>   9


NOTE 4 -- INCOME TAXES

Upon the consummation of the physician practice management affiliations, the
Company recognized deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement
carrying amounts of purchased assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.

During the three and six month periods ended June 30, 1997, the Company
recognized income tax expense due to the exhaustion of net operating loss
carryovers for the year. The Company had utilized net operating losses to fully
offset income tax expense during 1996. These net operating losses had not
previously been recognized in the financial statements as deferred tax assets
due to doubts of their recoverability. Therefore, no deferred tax expense was
recognized upon the utilization thereof.

NOTE 5 -- COMMITMENTS AND CONTINGENCIES

With respect to professional and general liability risks, the Company currently
maintains an insurance policy that provides coverage during the policy period
ending August 1, 1997, on a claims-made basis, for $1,000,000 per claim in
excess of the Company retaining $25,000 per claim, and $3,000,000 in the
aggregate. Costs of defending claims are in addition to the limit of liability.
In addition, the Company maintains a $10,000,000 umbrella policy with respect to
potential general liability claims. Since inception, the Company has incurred no
professional or general liability losses and as of June 30, 1997, the Company
was not aware of any pending professional or general liability claims.

NOTE 6 -- DUE FROM AFFILIATED PHYSICIANS

Due from affiliated physicians consists of management fees earned and payable
pursuant to the management service agreements ("Service Agreements"). In
addition, the Company may also fund certain working capital needs of the
affiliated physicians from time to time.

NOTE 7 -- NEW ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" which revised the calculation and presentation
provisions of Accounting Principles Board Opinion 15 and related
interpretations. Statement No. 128 is effective for the Company's fiscal year
ending December 31, 1997. Retroactive application will be required. The Company
believes the adoption of Statement No. 128 will not have a significant effect on
its reported earnings per share.

Statement of Financial Accounting Standards No. 129 "Disclosure of Information
about Capital Structure" is required to be implemented for periods ending after
December 15, 1997. The adoption of this standard is not expected to have a
significant impact on the Company's financial position or results of operations.

In June 1997, the Financial Accounting Standards Board issued Statement No. 130,
"Reporting Comprehensive Income." Statement No. 130 is effective for fiscal
years beginning after December 15, 1997. Retroactive application will be
required. The adoption of this standard is not expected to have a significant
impact on the Company's financial position or results of operations.




                                     -9-
<PAGE>   10


In June 1997, the Financial Accounting Standards Board issued Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information." Statement
No. 131 is effective for fiscal years beginning after December 15, 1997.
Retroactive application will be required. The adoption of this standard is not
expected to have a significant impact on the Company's financial position or
results of operations.

NOTE 8 -- SUBSEQUENT EVENT

On August 3, 1997, the Company accepted the resignation of Jack O. Bovender, Jr.
as director of the Company necessitated by his recent appointment as President
and Chief Operating Officer of a national healthcare company.




                                    -10-
<PAGE>   11


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS 

OVERVIEW

Response Oncology, Inc. ("The Company"), is a comprehensive cancer management
company. The Company provides advanced cancer treatment services through
outpatient facilities known as IMPACT(R) Centers under the direction of
practicing oncologists; owns the assets of and manages the nonmedical aspects of
oncology practices; and conducts outcomes research on behalf of pharmaceutical
manufacturers. Approximately 400 medical oncologists are associated with the
Company through these programs.

At June 30, 1997, the Company's network consisted of 47 IMPACT(R) Centers,
including 25 wholly owned, 12 managed programs, and 10 owned and operated in
joint venture with a host hospital. In January 1996, the Company commenced
execution of a diversification strategy into practice management. Such
diversification included the affiliation during 1996 with 38 physicians in 10
medical oncology practices in Florida and Tennessee. The Company has sought deep
geographic penetration in those markets believing that significant market share
is crucial to achieving efficiencies, revenue enhancements, and marketing of
complete cancer services to diverse payors including managed care. Pursuant to
Service Agreements, the Company provides management services that extend to all
nonmedical aspects of the operations of the affiliated practices. The Company is
responsible for providing facilities, equipment, supplies, support personnel,
and management and financial advisory services. The Company's resulting
revenues from Service Agreements include a fee equal to practice operating
expenses incurred by the Company and a management fee either fixed in amount or
equal to a percentage of each affiliated  practice's adjusted net revenue or
operating income. In certain affiliations, the Company may also be entitled to
a performance fee if certain financial criteria are satisfied.

RESULTS OF OPERATIONS

The Company recorded net earnings for the quarter and six months ended June 30,
1997 of $1,212,000 or $.10 per share, and $2,079,000 or $.19 per share, compared
to net earnings of $544,000 or $.07 per share, and $1,061,000, or $.14 per
share, for the same periods in 1996. Earnings before income taxes for the
quarter and six months ended June 30, 1997 were $1,956,000 and $3,354,000
compared to $544,000 and $1,061,000 for the same periods of 1996. The Company
utilized net operating loss carryforwards in 1996 to fully offset its income tax
provision.

Net revenue for the quarter ended June 30, 1997 was $25,642,000 compared to
$15,099,000 for the quarter ended June 30, 1996, an increase of $10,543,000 or
70%. Net revenue for the six months ended June 30, 1997 was $50,007,000 compared
to $28,439,000 for the corresponding period in 1996, an increase of $21,568,000
or 76%. Growth in net revenue for both the second quarter and six months ended
June 30, 1997 was largely driven by an increase in revenue from the Practice
Management Division. For the second quarter, practice management fees increased
by 288%, from $2,996,000 in 1996 to $11,616,000 in 1997; practice management
fees for the six month period increased 386%, from $4,626,000 in 1996 to
$22,491,000 in 1997. The number of physicians in practice management
relationships with the Company increased from 12 on June 30, 1996 to 40 on June
30, 1997. In the Company's Clinical Division, pharmaceutical sales to physicians
and revenue from contract outcomes research increased 41% and 369%,
respectively, in the second quarter, for a combined increase of $2,086,000.

EBITDA (earnings before interest, taxes, depreciation and amortization)
increased $2,140,000 or 122% to $3,897,000 and $4,678,000 or 154% to
$7,710,000, respectively for the quarter and six months ended June 30, 1997.
This compares with EBITDA of $1,757,000 and $3,032,000 for the quarter and six
months ended June 30, 1996.



                                    -11-
<PAGE>   12


EBITDA is not intended to represent net income, cash flow, or any other measure
of performance in accordance with generally accepted accounting principles, but
is included because the Company believes it is useful for measuring and
identifying trends with respect to the Company's operating performance and
creditworthiness. The increase in EBITDA is primarily due to the increase in
revenues related to Service Agreements with affiliated physicians.

Pharmaceuticals and Supplies increased by $5,950,000 and $11,442,000 for the
three and six month periods ended June 30, 1997 over the corresponding periods
in 1996. The Company attributes the increases primarily to the expansion into
practice management as well as a significant increase in pharmaceutical sales to
physicians.

Salaries and Benefits as a percentage of Net Revenue decreased from 23% and 24%
for the quarter and six months ended June 30, 1996, respectively, to 20% for the
quarter and six months ended June 30, 1997. During 1996 the Company increased
personnel in order to support the diversification into practice management.

Other Operating Expenses increased $573,000, or 32%, from 1,812,000 in the
second quarter of 1996 to $2,385,000 for the corresponding period in 1997. Other
Operating Expenses increased $1,490,000, or 40%, from $3,756,000 for the six
months ended June 30, 1996 to $5,246,000 for the six months ended June 30, 1997
This increase is primarily due to the Company's diversification strategy into
practice management. Other Operating Expenses consist primarily of medical
director fees, rent expense, and other operational costs. Other Operating
Expenses as a percentage of net revenue were 9% and 12% for the quarters ended
June 30, 1997 and 1996, respectively and 10% and 13 % for the six months ended
June 30, 1997 and 1996 respectively.

Depreciation and Amortization increased $395,000 from $754,000 for the quarter
ended June 30, 1996 to $1,149,000 for the same period in 1997 and increased
$1,135,000 from $1,325,000 for the six months ended June 30, 1996 to $2,460,000
for the same period in 1997. The increase is primarily attributable to the
amortization of the Service Agreements purchased in practice management
affiliations consummated during 1996.

Interest expense was $792,000 for the second quarter of 1997 as compared to
$459,000 for the second quarter of 1996, an increase of $333,000. Interest
expense was $1,896,000 for the six months ended June 30, 1997 as compared to
$646,000 for the same period in 1996, an increase of $1,250,000. The increase is
related to borrowings under the Company's Credit Facility and debt assumed
and/or issued in connection with practice management affiliations.

The increase in the Provision for Income Taxes resulted from the exhaustion of
net operating loss carryforwards for the year. The Company had utilized net
operating losses to fully offset tax expense during 1996. These net operating
losses had never been recognized in the financial statements as deferred tax
assets due to doubts of their recoverability. Therefore, no deferred tax expense
was recognized upon utilization thereof.



                                    -12-
<PAGE>   13


LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1997, the Company's working capital was $24.1 million with current
assets of $40.6 million and current liabilities of $16.5 million. The current
portion of notes payable decreased from December 31, 1996 due to the maturity of
a short term note to physicians which was financed through the note payable to
the Company's parent.

The Company has a $45.0 million Credit Facility to fund the Company's
acquisition and working capital needs. The Credit Facility, comprised of a $35.0
million Acquisition Facility and a $10.0 million Working Capital Facility, is
collateralized by the common stock of the Company's subsidiaries. The
Acquisition Facility bears interest at a variable rate equal to LIBOR plus a
spread between 1.5% and 2.625%, depending upon borrowing levels. The Working
Capital Facility bears interest at a variable rate equal to LIBOR plus a spread
between 1.875% and 2.375%. At June 30, 1997, $25.6 million aggregate principal
was outstanding under the Credit Facility with a current interest rate of
approximately 8.1%. The Credit Facility contains affirmative and negative
covenants which, among other things, require the Company to maintain certain
financial ratios, including minimum fixed charges coverage, funded debt to
EBITDA, net worth and current ratio.

In May 1997, the Company entered into a LIBOR based interest rate swap agreement
("Swap Agreement") with an affiliate of the Company's primary lender as required
by the terms of the Credit Facility. As of June 30, 1997, approximately 60% of
the Company's outstanding principal balance under the Credit Facility was hedged
under the Swap Agreement. The Swap Agreement matures in March 1999 and is
cancelable at the lender's option after July 1998.

In October 1996, the Company procured a $23.5 million credit facility from
Seafield (the "Seafield Facility") to finance acquisitions and for working
capital. On February 26, 1997, the $23.5 million loan and accrued interest of
$.7 million was exchanged for 3,020,536 shares of the Company's common stock at
a rate of $8 per share. In connection with the conversion of the Seafield
Facility, $82,000 of unamortized financing costs were charged to paid-in
capital.

NEW ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" which revised the calculation and presentation
provisions of Accounting Principles Board Opinion 15 and related
interpretations. Statement No. 128 is effective for the Company's fiscal year
ending December 31, 1997. Retroactive application will be required. The Company
believes the adoption of Statement No. 128 will not have a significant effect on
its reported earnings per share.

Statement of Financial Accounting Standards No. 129 "Disclosure of Information
about Capital Structure" is required to be implemented for periods ending after
December 15, 1997. The adoption of this standard is not expected to have a
significant impact on the Company's financial position or results of operations.

In June 1997, the Financial Accounting Standards Board issued Statement No. 130,
"Reporting Comprehensive Income." Statement No. 130 is effective for fiscal
years beginning after December 15, 1997. Retroactive application will be
required. The adoption of this standard is not expected to have a significant
impact on the Company's financial position or results of operations.




                                    -13-
<PAGE>   14


In June 1997, the Financial Accounting Standards Board issued Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information." Statement
No. 131 is effective for fiscal years beginning after December 15, 1997.
Retroactive application will be required. The adoption of this standard is not
expected to have a significant impact on the Company's financial position or
results of operations.

PART II - OTHER INFORMATION

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

                  The annual meeting of shareholders was held on June
                  5, 1997 for the purpose of electing a board of directors,
                  approving the appointment of auditors, and approving an
                  amendment to the Company's 1996 Stock Incentive Plan. Proxies
                  for the meeting were solicited and there was no solicitation
                  in opposition to management's solicitations. Holders of
                  11,967,543 shares were eligible to vote and 9,308,250 shares
                  were represented at the meeting either in person or by proxy.

                  All of management's nominees for directors as listed
                  in the proxy statement were elected with the following vote:

<TABLE>
<CAPTION>
                                                       SHARES VOTED              SHARES                SHARES                  
                         DIRECTOR                          FOR                  WITHHELD              NOT VOTED                
                         --------                       ---------               --------              ---------                
                  <S>                                   <C>                     <C>                   <C>                   
                  P. Anthony Jacobs                     9,294,913               13,337                   0                     
                  Jack O. Bovender, Jr.                 9,295,150               13,100                   0                     
                  Lawrence N. Kugelman                  9,294,568               13,682                   0                     
                  Joseph T. Clark                       9,295,088               13,162                   0                     
                  W. Thomas Grant, II                   9,294,913               13,337                   0                     
                  James R. Seward                       9,294,265               13,985                   0                     
</TABLE>  


                  The shareholders approved the appointment of KPMG
                  Peat Marwick LLP as independent auditors for the year ending
                  December 31, 1997 by the following vote:

<TABLE>
<CAPTION>
                  SHARES VOTED          SHARES VOTED             SHARES               SHARES     
                      FOR                  AGAINST             ABSTAINING            NOT VOTED   
                  ------------          ------------           ----------            ---------   
                  <S>                   <C>                    <C>                   <C>     
                    9,301,965               5,862                 423                    0       
</TABLE>

                  The shareholders approved an amendment to the
                  Company's 1996 Stock Incentive Plan approving an additional
                  500,000 shares of Common Stock for issuance pursuant thereto
                  by the following vote:

<TABLE>
<CAPTION>
                  SHARES VOTED          SHARES VOTED             SHARES               SHARES     
                      FOR                  AGAINST             ABSTAINING            NOT VOTED   
                  ------------          ------------           ----------            ---------   
                  <S>                   <C>                    <C>                   <C>
                    9,203,316              82,186                22,748                  0
</TABLE>




                                     -14-
<PAGE>   15


ITEM 5   MARKET INFORMATION AND RELATED STOCKHOLDER MATTERS

         Securities Issued to Controlling Shareholder

         In October 1996, the Registrant obtained a $23.5 million credit
         facility from Seafield to be used to finance practice affiliations and
         for working capital. The facility was evidenced by a convertible note
         payable upon the earlier of the closing of an equity offering or August
         1, 1998. The note provided for interest at a rate of 8% escalating at
         certain points during the term of the note, was unsecured, and was
         convertible at the election of Seafield into shares of the Company's
         common stock at a conversion price equal to the market price of the
         common stock at the date of conversion; provided, however, that after
         December 31, 1996, the conversion price would be the lower of market or
         $11.00 per share. The entire credit facility, as well as $.7 million of
         accrued interest was exchanged for 3,020,536 shares of common stock
         during February 1997.

         On July 1, 1997, Seafield's Board of Directors declared a dividend to
         Seafield's shareholders of all shares of common stock of Response owned
         by Seafield. For each shareholder of record on July 11, 1997, 1.2447625
         shares of Response common stock were distributed on July 25, 1997 for
         each share of Seafield common stock outstanding. The distribution of
         all shares of Response stock held by Seafield to Seafield's 
         shareholders was effected as a dividend. The Seafield shareholders 
         paid no consideration for any shares of Response stock received in 
         the distribution.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A) EXHIBITS

         27         Financial Data Schedule (for SEC use only)




                                     -15-
<PAGE>   16


                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Response
Oncology, Inc. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           RESPONSE ONCOLOGY, INC.



                                           By:  /s/ Mary E. Clements
                                                --------------------------------
                                                Mary E. Clements
                                                Chief Financial Officer
                                                and Principal Financial Officer

                                                Date:  August 14, 1997


                                           By:  /s/ Dena L. Mullen
                                                --------------------------------
                                                Dena L. Mullen
                                                Director of Finance

                                                Date: August 14, 1997


                                           By:  /s/ Peter A. Stark
                                                --------------------------------
                                                Peter A. Stark
                                                Controller


                                                Date:  August 14, 1997



                                     -16-