SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-2
                          (Amendment No.2 to FORM 10-K)
                                   (Mark One)

[X]   Annual  Report pursuant to Section  13 or 15(d) of the Securities Exchange
      Act of 1934 For the fiscal year ended December 31, 1997

[ ]   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 0-26806

                            SHERIDAN HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                                 04-3252967
(State or other jurisdiction of                         (IRS Employer ID Number)
incorporation or organization)

            4651 Sheridan Street, Suite 400, Hollywood, Florida 33021
          (Address of principal executive offices, including zip code)

                                  954/987-5822
              (Registrant's telephone number, including area code)

           Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock, 
                                                      par value $.01
                                (Title of Class)

Indicate by check mark whether the Registrant 91) 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  shorter  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 by check mark if disclosure of deliquent filers pursuant to Item 405 of
Regulation S-K is not contained herein,  and will not be contained,  to the best
of  Registrant's   knowledge,  in  definitive  proxy  or  infomation  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market value of the voting stock hold by  non-affiliates  of the
Registrant was approximately $72.8 million as of March 16, 1998. For purposes of
this  determination,  shares held by  non-affiliates  includes  all  outstanding
shares except for shares of  non-voting  Class A common stock and shares held by
officers,  directors  and  shareholders  beneficially  owning 10% or more of the
Registrant's  outstanding  common stock. The aggregate market value was computed
based on the closing  sale price of the  Registrant's  common stock on March 16,
1998, as reported on the NASDAQ National Market.

As of March 16, 1998,  there were 7,901,098  shares of the  Registrant's  voting
Common Stock,  $.01 par value per share  outstanding  and 296,638  shares of the
Registrant's  non-voting  Class  A  Common  Stock,  $.01  par  value  per  share
outstanding.

                                     

<PAGE>




                                    Part III

Items 10,  11, 12 and 13 of this  report on Form  10-K are  hereby  amended  and
restated in full by adding those items as follows:

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The following  biographical  descriptions set forth certain  information
with respect to the  Nominees  for election as directors at the Annual  Meeting,
each director who is not up for election and the executive  officers who are not
directors,  based on  information  furnished to the Company by each director and
officer. The following information is as of March 1, 1998.

Nominees for Election as Directors - Term Expiring 2001

        MITCHELL  EISENBERG,  M.D. Dr. Eisenberg joined the Company in 1982, has
been a director of the Company since 1985,  has been  President  since 1989, and
has been Chairman of the Board and Chief Executive  Officer since 1994. Prior to
joining the Company, Dr. Eisenberg was in private practice. He is 47 years old.

        NEIL A. NATKOW,  D.O. Dr. Natkow was appointed to the Company's Board of
Directors in July 1996.  Dr.  Natkow  served as Senior Vice  President -- Health
Care for  Precision  Response  Corporation,  a  publicly  traded  company,  from
February  1997  until  October  1997,  and is  currently  a member of  Precision
Response  Corporation's  Board of  Directors.  From  December 1993 until October
1995, Dr. Natkow served as an executive  officer of PCA Health Plans of Florida,
a health maintenance organization, most recently as its Chief Executive Officer.
From  July  1992 to  December  1993,  Dr.  Natkow  was the  President  and Chief
Executive Officer of Family Health Plan, a health maintenance organization,  and
from June 1987 to July 1992, Dr. Natkow was the Vice President for  Professional
Affairs at Southeastern University for Health Sciences. He is 51 years old.

Incumbent Director - Term Expiring 1999

        JAMIE E. HOPPING.  Mrs. Hopping has been a director of the Company since
February 1998. Mrs. Hopping is currently a health care consultant.  Mrs. Hopping
previously served as a Group President for Columbia/HCA  Healthcare Corporation,
from January 1996 to August 1997 and as a Division  President from February 1994
to January  1996.  Prior to that,  Mrs.  Hopping  served as the Chief  Executive
Officer  of Deering  Hospital  and Grant  Center,  an acute  care  hospital  and
psychiatric facility, from September 1990 to January 1993. She is 44 years old.

Incumbent Directors - Term Expiring 2000

        LEWIS  D.  GOLD,  M.D.  Dr.  Gold  joined  the  Company  in  1985  as an
anesthesiologist  and has been a director  of the  Company  since  1988.  He has
served as Executive Vice President Business Development since 1994. Dr. Gold was
also Chief of the  Department of Anesthesia of Parkway  Regional  Medical Center
from 1990 to 1994. He is 41 years old.

        HENRY E.  GOLEMBESKY,  M.D.  Dr.  Golembesky  has been a director of the
Company  since  November  1995.  Dr.  Golembesky  has  served  as a health  care
consultant to APM, Inc. from January 1, 1993 to present.  From 1990 to 1992, Dr.
Golembesky served as President and Chief Executive Officer of UniMed America,  a
physician services division of Unihealth. He is 52 years old.

Executive Officers Who Are Not Directors

        MICHAEL F. SCHUNDLER.  Mr.  Schundler joined the Company in July 1996 as
Chief Operating Officer and currently serves as both Chief Operating Officer and
Chief Financial Officer.  Previously,  Mr. Schundler served as Vice President --
Operations at American  Health Network from 1994 to 1996 and as Chief  Financial
Officer of AdminiStar,  Inc. from 1991 to 1994. Prior to that, Mr. Schundler was
Senior Vice  President -- Finance of Merrill Lynch Life Insurance Co. and Family
Life Insurance Co. He is 42 years old.


                                        2

<PAGE>



        GILBERT L. DROZDOW,  M.D., M.B.A. Dr. Drozdow joined the Company in 1987
as an  anesthesiologist  and was a director of the Company from 1990 to 1994. He
served the Company as Vice President  Medical Affairs from 1994 to February 1996
and has served as Vice President Hospital Based Services since February 1996. He
was also Chairman of the Department of Anesthesia at Westside  Regional  Medical
Center in 1994. He is 40 years old.

        JAY A.  MARTUS,  ESQ.  Mr.  Martus  joined  the  Company in 1994 as Vice
President, Secretary and General Counsel. Prior to joining the Company, he was a
partner with the law firm of Levey & Martus,  P.A. Mr.  Martus  represented  the
Company as outside general counsel from 1989 to 1994. He is 42 years old.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

        Section  16(a) of the Exchange  Act,  requires the  Company's  executive
officers  and  directors,   and  persons  who   beneficially  own  (directly  or
indirectly)  more  than  10%  of a  registered  class  of the  Company's  equity
securities,  to file  reports of  ownership  and changes in  ownership  with the
Securities and Exchange Commission ("SEC") and NASDAQ.  Officers,  directors and
greater than 10%  stockholders  are required by SEC  regulations  to furnish the
Company  with copies of all  Section  16(a)  forms they file.  To the  Company's
knowledge, based solely on review of the copies of such reports furnished to the
Company and written  representations  that no other reports were required during
or with respect to the fiscal year ended  December 31, 1997,  all Section  16(a)
filing requirements applicable to its executive officers,  directors and greater
than 10%  stockholders  were  satisfied,  except that Dr.  Natkow  inadvertently
failed to file on a timely basis two reports relating to transactions which took
place in March 1997 and May 1997,  respectively  and Dr.  Drozdow  inadvertently
failed to file on a timely basis one report relating to a transaction which took
place  in  December  1997.  Each of these  individuals  subsequently  filed  the
required forms.

ITEM 11.       EXECUTIVE COMPENSATION

        Directors.  Directors of the Company who are also  employees  receive no
additional compensation for their services as a director. Non-employee directors
receive an annual director's fee of $5,000 for their service as directors.  Each
non-employee  director  also  receives  $1,000 for  personal  attendance  at any
meeting of the Board of Directors and $500 for each committee  meeting  attended
and  each  meeting  of  the  full  Board  of  Directors  attended  by  telephone
conference.  All  directors  of the Company are  reimbursed  for travel  related
expenses  incurred  in  attending  meetings  of the Board of  Directors  and its
committees.

        The Company's Second Amended and Restated 1995 Option Plan (the " Option
Plan") provides that each new non-employee director of the Company will receive,
on the date he or she  first  becomes a  director,  an option  not  intended  to
qualify as an incentive  stock option under Section 422 of the Internal  Revenue
Code of 1986, as amended (the "Code") (a "Non-Qualified Option"), to purchase up
to 7,500 shares of Common Stock. In addition, the Option Plan provides that each
non-employee  director  serving in such capacity on the fifth business day after
each  annual  meeting  of  stockholders  will  also  receive,  on such  date,  a
Non-Qualified Option to purchase up to 2,500 shares of Common Stock. Pursuant to
this  provision,  Mr.  Robert W. Daly, a former member of the Board of Directors
who resigned on December  12,  1997,  and Drs.  Golembesky  and Natkow  received
grants of such  Non-Qualified  Options on May 22, 1997.  All options  granted to
directors under the Option Plan vest in three equal installments, with one-third
vesting on the date of grant and an additional  one-third vesting on each of the
two  successive  anniversaries  thereof.  All such  options are granted  with an
exercise  price per  share  equal to the fair  market  value per share of Common
Stock on the date of grant and expire on the tenth  anniversary  of such date of
grant.

        Executive  Officers.  The  following  table sets forth the  compensation
awarded to the Company's  Chief  Executive  Officer,  the four other most highly
compensated  executive  officers of the Company  who were  serving as  executive
officers at the end of 1997 and an additional  individual  who held an executive
officer  position  during 1997 but who was not serving as an  executive  officer
following  1997,  each of whose total salary and bonus exceeded  $100,000 during
1997 (collectively, the "Named Executive Officers").


                                        3

<PAGE>

<TABLE>


                           SUMMARY COMPENSATION TABLE
<CAPTION>


                                                                                             LONG TERM
                                                                   ANNUAL                  COMPENSATION
                                                                COMPENSATION                   AWARDS
                                                                                            SECURITIES
                                                                                            UNDERLYING      ALL OTHER
                                                           SALARY          BONUS            OPTIONS(1)   COMPENSATION(2)
NAME AND PRINCIPAL POSITION                      YEAR        ($)           ($)                  (#)            ($)
---------------------------                      ----    -----------   -----------          -----------  ---------

<S>                                              <C>       <C>               <C>             <C>                <C>
Mitchell Eisenberg, M.D.....................     1997      274,999           --              170,000            950
   Chairman of the Board of Directors,......     1996      275,712           --               30,000             --
   President and Chief Executive Officer....     1995      290,157           --               26,956         20,760

Valerio J. Toyos, M.D., M.B.A...............     1997      279,076           --                   --             --
 Former Vice President Primary Care.........     1996      296,022           --            28,500(3)             --
   Services(4)..............................     1995    137,846(5)          --                8,500             --

Lewis D. Gold, M.D..........................     1997      249,999           --              122,500            950
   Director and Executive Vice..............     1996      251,712           --               20,000             --
   President Business Development...........     1995      256,534           --               26,956         20,760

Gilbert L. Drozdow, M.D., M.B.A.............     1997      249,999           --               55,000            950
   Vice President Hospital Based............     1996      250,512           --               20,000             --
   Services.................................     1995      254,473           --                5,392         20,760

Jay A. Martus, Esq..........................     1997      200,000           --               55,000             --
   Vice President, Secretary................     1996      199,677           --               20,000             --
   and General Counsel......................     1995      200,000           --               16,174             --

Michael F. Schundler........................     1997      199,999           --              122,500             --
   Chief Financial Officer..................     1996     84,615(6)          --               50,000             --
   and Chief Operating Officer..............     1995           --           --                   --             --


<FN>
------------

(1)     Includes  stock  options  granted  on  February  4, 1998 in lieu of cash
        bonuses under the Company's  1997  Executive  Incentive Plan as follows:
        Dr. Eisenberg - 20,000;  Dr. Gold - 17,500;  Mr. Schundler - 17,500; Dr.
        Drozdow - 10,000 and Mr.  Martus - 10,000.  The options  vested fully on
        March 31, 1998 at an exercise  price of $14.25 (the fair market value of
        the Common Stock on the date of grant).

(2)     Represents contributions by the Company under its 401(k) Plan on behalf 
        of each of Drs. Eisenberg, Gold and Drozdow during 1995 and 1997.

(3)     Includes options to purchase up to 8,500 shares of Common Stock granted 
        during 1995 for which the exercise price was adjusted during 1996.

(4)     Dr. Toyos held the position of Vice President Primary Care Services
        until December 31, 1997.

(5)     Represents salary paid to Dr. Toyos from June 1995, when he began 
        employment with the Company, to December 31, 1995.

(6)     Represents salary paid to Mr. Schundler from July 1996, when he began 
        employment with the Company, to December 31, 1996.

</FN>
</TABLE>

                                                             4

<PAGE>

<TABLE>

<CAPTION>

                                             OPTION GRANTS IN FISCAL YEAR 1997
                                                     Individual Grants
                                                 -------------------------
                                                                                         POTENTIAL REALIZABLE
                                    NUMBER OF    PERCENT OF                                VALUE AT ASSUMED
                                   SECURITIES   TOTAL OPTIONS                               ANNUAL RATES OF
                                   UNDERLYING    GRANTED TO                                   STOCK PRICE
                                     OPTIONS      EMPLOYEES   EXERCISE OR                    APPRECIATION
                                     GRANTED      IN FISCAL   BASE PRICE     EXPIRATION     FOR OPTION TERM(1)
         NAME                          (#)          YEAR          ($/SH)         DATE      5% ($)      10% ($)
         ----                       --------  --------------  ------------ ------------    ------    ----------

<S>                               <C>              <C>        <C>           <C>       <C>           <C>        
Mitchell Eisenberg, M.D............60,673(2)       13.1%      $    9.00     2/26/07   $   343,412   $   870,050
                                   89,327(3)       19.3%      $    9.50     5/15/07   $   533,684   $ 1,352,460
                                   20,000(4)        4.3%      $   14.25     02/4/08   $   179,200   $   454,200
Valerio J. Toyos, M.D., M.B.A......      --           --             --          --            --            --
Lewis D. Gold, M.D.................42,471(2)        9.2%      $    9.00     2/26/07   $   240,388   $   609,191
                                   62,529(3)       13.5%      $    9.50     5/15/07   $   373,579   $   946,724
                                   17,500(4)        3.8%      $   14.25     02/4/08   $   156,800   $   397,425
Gilbert L. Drozdow, M.D., M.B.A....18,202(2)        3.9%      $    9.00     2/26/07   $   103,024   $   261,084
                                   26,798(3)        5.8%      $    9.50     5/15/07   $   160,105   $   405,737
                                   10,000(4)        2.2%      $   14.25     02/4/08   $    87,100   $   224,600
Jay A. Martus, Esq.................18,202(2)        3.9%      $    9.00     2/26/07   $   103,024   $   261,084
                                   26,798(3)        5.8%      $    9.50     5/15/07   $   160,105   $   405,737
                                   10,000(4)        2.2%      $   14.25     02/4/08   $    87,100   $   224,600
Michael Schundler..................42,471(2)        9.2%      $    9.00     2/26/07   $   240,388   $   609,191
                                   62,529(3)       13.5%      $    9.50     5/15/07   $   373,579   $   946,724
                                   17,500(4)        3.8%      $   14.25     02/4/08   $   156,800   $   397,425

<FN>
------------------

(1)     Amounts  represent  hypothetical  gains that could be  achieved  for the
        respective  options if exercised  at the end of the option  term.  These
        gains are based upon assumed  rates of stock price  appreciation  set by
        the SEC of five  percent and ten percent  compounded  annually  from the
        date the  respective  options were granted.  Actual  gains,  if any, are
        dependent  on the  performance  of the  Common  Stock.  There  can be no
        assurance that the amounts reflected will be achieved.

(2)     These  options  vest  in  full  on  February  26,  2007  so  long as the
        applicable  option  holder  is  employed  by the  Company  or one of its
        subsidiaries as of the respective date. The vesting of such options will
        be accelerated  upon a change in control of the Company or in accordance
        with the  following  schedule in the event that the last  reported  sale
        price of the Common Stock on the Nasdaq  National  Market (the  "Closing
        Price")  reaches the following  thresholds  and remains at or above such
        thresholds each day for a period of one calendar month: (i) 33.3% of the
        options will vest at a Closing Price of $18.00 per share, (ii) 66.66% of
        the options  will vest at a Closing  Price of $24.00 per share and (iii)
        100% of the options will vest at a Closing Price of $30.00 per share.

(3)     These  options  vest in full on May 15,  2007 so long as the  applicable
        option holder is employed by the Company or one of its  subsidiaries  as
        of the respective  date. The vesting of such options will be accelerated
        in the same  manner as the  options  which are  described  in footnote 2
        above.

(4)     These options were granted in Fiscal Year 1998, but reflect bonuses 
        earned in Fiscal Year 1997.  These options vested in full on
        March 31, 1998.
</FN>
</TABLE>

                                        5

<PAGE>



        Option Exercises and Year-End  Holdings.  The following table sets forth
the aggregate number of options  exercised in 1997 and the value of options held
at the end of 1997 by the Named Executive Officers.

<TABLE>

               AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997 AND
                       FISCAL YEAR-END 1997 OPTION VALUES

<CAPTION>
                                                                                   NUMBER OF
                                                                                  SECURITIES             VALUE OF
                                                                                  UNDERLYING            UNEXERCISED
                                                                                  UNEXERCISED          IN-THE-MONEY
                                                                                    OPTIONS               OPTIONS
                                                                                   AT FISCAL             AT FISCAL
                                            SHARES                               YEAR-END (#)          YEAR-END ($)
                                          ACQUIRED ON           VALUE            EXERCISABLE/          EXERCISABLE/
NAME                                     EXERCISE (#)       REALIZED ($)         UNEXERCISABLE       UNEXERCISABLE(1)
----------------------                  ---------------    --------------      -----------------     -----------------

<S>                                         <C>           <C>                   <C>                  <C>          
Mitchell Eisenberg, M.D........             26,956          $331,424(2)        10,000/170,000        $ 62,500/$980,337
Valerio J. Toyos, M.D., M.B.A..                  0                 0             3,400/25,000        $ 31,450/$197,175
Lewis D. Gold, M.D.............             26,956          $331,424(2)         6,667/118,333        $ 41,669/$682,067
Gilbert L. Drozdow, M.D.,
  M.B.A........................              4,314          $ 51,693(3)              0/66,078        $      0/$422,146
Jay A. Martus, Esq.............                  0                  0           12,939/68,235        $186,580/$453,250
Michael F. Schundler...........                  0                  0          10,000/145,000        $ 92,500/$599,106

<FN>
------------------

(1)     Based on $15.00 per share, the price of the last reported trade of the 
        Common Stock on the  National Market on December 31, 1997.

(2)     Based on $12.875 per share,  the price of the last reported trade of the
        Common Stock on the Nasdaq  National  Market on November  28, 1997,  the
        date the options were exercised.

(3)     Based on $12.56 per share, the price of the last reported trade of the 
        Common Stock on the Nasdaq National Market on December 23,1997, the date
        the options were exercised.
</FN>
</TABLE>


EXECUTIVE INCENTIVE PLAN

        The Company has established an Executive  Incentive Plan (the "Incentive
Plan")  pursuant  to which the  Compensation  Committee  has the  discretion  to
determine  those  officers and key employees of the Company who will be eligible
for bonuses if certain  financial  and business  objectives  are  achieved.  The
formula for determining bonuses under the Incentive Plan is established annually
by the Compensation  Committee.  The Compensation Committee bases these formulas
upon the achievement of financial  goals (such as earnings per share,  specified
revenue levels, maintenance of positive cash flow or addition of economic value)
and business objectives. The Compensation Committee may change formulas during a
particular year and may, from time to time,  designate  additional  employees as
participants  in the  Incentive  Plan.  The terms of the  Incentive  Plan may be
amended by the Board of Directors at any time.

EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS

        The Company has entered  into  employment  agreements  with each of Drs.
Eisenberg,  Gold, Toyos and Drozdow and Messrs. Martus and Schundler.  Dr. Toyos
held the position of Vice  President  Primary Care Services  until  December 31,
1997 and remains  employed with the Company  under the terms of such  employment
agreement in the position of Panel  Services  Director.  The term of each of the
agreements with Drs. Eisenberg, Gold and Drozdow and Mr. Martus ends on December
31, 1999.  The term of the agreement  with Mr.  Schundler ends on June 30, 2001.
Thereafter  each  agreement is renewable  for a one-year  term.  The term of the
agreement with Dr. Toyos ends on June 5, 2000.

        The agreements with Drs. Eisenberg and Gold may be terminated (i) by the
Company  without  cause (as  defined  in the  agreements)  upon 30 days  written
notice, (ii) upon the death or permanent disability of the executive,  and (iii)
by the executive upon the occurrence of certain events  including the failure of
the Company to pay the

                                        6

<PAGE>



executive's  salary  or  provide  certain  benefits  to which the  executive  is
entitled, certain relocations of the Company's offices, and a material breach of
the employment agreement by the Company. The employment agreements provide for a
continuation  of base  salary  and  certain  benefits  for a period  of one year
following any such termination,  as well as the pro rata portion of any bonus to
which the executive  would  otherwise  have been entitled if such  executive had
remained  employed by the Company for the  remainder of the calendar year of his
termination. Each employment agreement also provides for termination upon mutual
consent,  for cause, and by the executive upon 90 days' written notice (60 days'
notice following certain reductions in medical malpractice liability insurance),
in which event the Company has no further obligation to the executive other than
the  obligations to pay accrued but unpaid salary,  provide  certain  continuing
medical  malpractice  insurance  coverage and make salary payments pursuant to a
non-competition  provision in the employment agreement, as described below. Each
agreement  also  requires  the  Company  to  continue  to  provide  each of Drs.
Eisenberg  and Gold with  medical  malpractice  insurance  coverage  for  claims
arising  during  the term of the  agreement,  to the extent  the  executive  was
covered  prior to his  termination,  for a period of two years  from the date of
termination  for any reason  other  than by the  executive  following  specified
reductions in insurance coverage by the Company. Each of Drs. Eisenberg and Gold
are subject to certain restrictions on competition with the Company for a period
of three years  following  termination  of such  executive's  employment for any
reason,  provided  that  the  Company  continues  to pay such  executives  their
salaries during such three year period.

        The agreements with Dr. Drozdow and Messrs.  Schundler and Martus may be
terminated (i) by the Company without cause (as defined in the agreements)  upon
30 days  written  notice,  (ii) upon the death or  permanent  disability  of the
executive,  and (iii) by the executive  upon the  occurrence  of certain  events
including the failure of the Company to pay the executive's salary or to provide
certain benefits to which the executive is entitled,  certain relocations of the
Company's  offices,  and  material  breach of the  employment  agreement  by the
Company. The employment agreements provide for a continuation of base salary and
certain benefits for a period of six months following any such termination. Each
employment  agreement also provides for  termination  upon mutual  consent,  for
cause,  and by the  executive  upon 90 days'  written  notice  (60 days'  notice
following certain reductions in medical  malpractice  liability insurance in the
case of Dr.  Drozdow),  in which event the Company has no further  obligation to
the executive other than the payment of accrued but unpaid salary. The agreement
with Dr.  Drozdow also  requires the Company to continue to provide Dr.  Drozdow
with medical  malpractice  insurance coverage for claims arising during the term
of  the  agreement,  to  the  extent  Dr.  Drozdow  was  covered  prior  to  his
termination,  for a period of two  years  from the date of  termination  for any
reason other than by Dr.  Drozdow  following  specified  reductions in insurance
coverage by the Company.  Each of Dr.  Drozdow and Messrs.  Martus and Schundler
are subject to certain restrictions on competition with the Company for a period
of one year following termination of such executive's employment for any reason.

        The  agreement  with Dr. Toyos may be terminated by the Company (i) upon
the death or permanent  disability of Dr. Toyos,  and (ii) for cause (as defined
in the  agreement)  upon 30 days  written  notice.  In the event of  termination
pursuant to either of those provisions, the Company has no further obligation to
Dr.  Toyos  other than the  obligation  to pay accrued  but unpaid  salary.  The
agreement  may be  terminated  by Dr. Toyos upon 30 days  written  notice if the
Company fails to perform its obligations under the agreement, in which event the
Company has no further  obligation to Dr. Toyos other than the obligation to pay
accrued but unpaid  salary.  The  agreement  requires the Company to continue to
provide Dr. Toyos with medical malpractice insurance coverage for claims arising
during the term of the  agreement,  to the extent Dr. Toyos was covered prior to
his  termination,  for a period of four years from the date of termination.  Dr.
Toyos is subject to certain  restrictions on competition  with the Company for a
period of one year following termination of his employment;  provided,  however,
that  if the  agreement  expires  pursuant  to  its  terms  on  the  anticipated
expiration  date,  the  restrictions  on  competition  do not apply to Dr. Toyos
unless the Company agrees to pay Dr. Toyos the sum of $250,000 within 30 days of
such expiration.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The Company's  executive  compensation is determined by the Compensation
Committee of the Company's Board of Directors,  which consists of Drs. Eisenberg
and Natkow and Mrs. Hopping.  Dr. Eisenberg serves as Chief Executive Officer of
the Company.


                                        7

<PAGE>



ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The  following  table sets forth as of March 31,  1998  (except as noted
below) certain information regarding the beneficial ownership of Common Stock by
(i) each person or "group"  (as that term is defined in Section  13(d)(3) of the
Exchange Act) known by the Company to be the beneficial owner of more than 5% of
the  Company's  Common  Stock,  (ii) the Named  Executive  Officers,  (iii) each
director  and nominee for  director  of the Company and (iv) all  directors  and
executive  officers  of the  Company as a group  (nine (9)  persons).  Except as
otherwise  indicated,  each person  listed below has sole voting and  investment
power over the shares of Common Stock shown as beneficially owned.

<TABLE>
<CAPTION>

                                                      NUMBER OF SHARES                          PERCENT OF
NAME                                                 BENEFICIALLY OWNED                       COMMON STOCK(1)
----                                                 ------------------                       ---------------

<S>                                                  <C>                                          <C>
TA Associates, Inc.
   125 High Street
   Boston, MA 02110..............................       1,890,882(2)                              23.1%
Chestnut Investors
   c/o MVP Ventures
   45 Milk Street
   Boston, MA 02109..............................         213,339(3)                               2.6
NationsBank Investment Corporation
   c/o NationsBank Leveraged Capital
   NationsBank Corporate Center, 10th Floor
   100 North Tryon Street
   Charlotte, North Carolina 28202-4006..........         438,695(4)                               5.4
Kaufmann Fund, Inc.
  140 E. 45th Street, 43rd Floor
  New York, New York  10017......................         900,000(5)                              11.0
Kenneth J. Trimmer
  6228 Castle Pines Drive
  Plano, TX  75093...............................         446,040                                  5.4
Mitchell Eisenberg...............................         248,041(6)                               3.0
Valerio J. Toyos  ...............................          41,400(7)                               *
Lewis D. Gold     ...............................         199,659(8)                               2.4
Gilbert L. Drozdow...............................          77,459(9)                               *
Jay A. Martus     ...............................         53,721(10)                               *
Michael F. Schundler.............................         61,700(11)                               *
Henry E. Golembesky..............................         11,667(12)                               *
Neil A. Natkow    ...............................         30,667(13)                               *
Jamie Hopping     ...............................          2,500(14)                               *
All directors and executive officers
as a group (9 persons)...........................        726,814                                   8.6

<FN>
----------------------------

*       Less than one percent

(1)     The number of shares of Common Stock outstanding used in calculating the
        percentage  for each listed  person  includes the shares of Common Stock
        underlying   the  options  held  by  such  person  or  entity  that  are
        exercisable  within 60 days of March 1,  1998,  but  excludes  shares of
        Common Stock underlying options held by any other person.

(2)     Includes 1,031,130 shares owned by Advent VII L.P., 526,099 shares owned
        by Advent  Atlantic and Pacific II L.P.,  103,105 shares owned by Advent
        New York L.P.,  210,456  shares  owned by Advent  Industrial  II Limited
        Partnership,  and 20,029  shares owned by TA Venture  Investors  Limited
        Partnership.

(3)     Includes 105,189 shares owned by Chestnut III Limited Partnership and 
        100,521 shares owned by Chestnut Capital International III Limited
        Partnership.

(4)     Includes 296,638 shares of Non-voting  Common which are convertible into
        Common Stock at the option of NationsBank  Investment  Corporation  upon
        the occurrence of certain events.  As a result,  NationsBank  Investment
        Corporation may be deemed to  beneficially  own the  number of shares of
        Common  Stock into  which the shares of Class A Common Stock so held are
        convertible.


                                        8

<PAGE>




(5)     The indicated ownership is as of February 18, 1998 and is based solely 
        on a Schedule 13G provided by this entity to the Company.

(6)     Includes   151,015   shares  owned  by  the  Eisenberg   Family  Limited
        Partnership,  a Florida limited  partnership.  Dr. Eisenberg acts as the
        sole general  partner of this limited  partnership  and  exercises  sole
        voting and investment  power with respect to such shares.  Also includes
        570 shares owned by Dr.  Eisenberg's wife, of which shares Dr. Eisenberg
        disclaims  beneficial  ownership.  Also includes 30,000 currently vested
        options and 10,000 options which vest within 60 days of March 31, 1998.

(7)     Includes 20,000 currently vested options.

(8)     Includes  107,870 shares owned by the Gold Family  Limited  Partnership,
        Ltd., a Florida limited  partnership.  Dr. Gold acts as the sole general
        partner  of this  limited  partnership  and  exercises  sole  voting and
        investment  power with  respect to such  shares.  Also  includes  32,000
        shares  owned by Dr.  Gold's wife,  of which  shares Dr. Gold  disclaims
        beneficial ownership.  Also includes 24,167 currently vested options and
        6,666 options which vest within 60 days of March 31, 1998.

(9)     Includes 43,145 shares owned by the Drozdow Family Limited  Partnership,
        a Florida  limited  partnership.  Drozdow  Family  GP  Corp.,  a Florida
        corporation  owned  by Dr.  Drozdow  and  his  wife  as  tenants  by the
        entireties,  is the general  partner of this  limited  partnership.  Dr.
        Drozdow, in his capacity as the sole director and officer of the general
        partner of the limited partnership, exercises sole voting and investment
        power with  respect to such shares.  Includes  30,000  currently  vested
        options.

(10)    Includes 42,939 currently vested options.

(11)    Includes 27,500 currently vested options.

(12)    Includes 10,000 currently vested options and 1,667 options which vest 
        within 60 days of March 31, 1998.

(13)    Includes 1,000 shares owned by Dr. Natkow's wife and minor children,  of
        which shares Dr. Natkow disclaims  beneficial  ownership.  Also includes
        5,834 currently vested options and 833 options which vest within 60 days
        of March 31, 1998.

(14)    Represents 2,500 currently vested options.

</FN>
</TABLE>


ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SHERIDAN MEDICAL HEALTHCORP, P.C.

        As a result of certain  prohibitions  on the  practice  of  medicine  by
business   corporations  in  New  York,   Sheridan  Medical   Healthcorp,   P.C.
("Sheridan-NY") was organized under the laws of the State of New York on October
28, 1993. Dr. Drozdow is the only  stockholder of  Sheridan-NY.  The Company has
maintained  an  affiliation  with  Sheridan-NY  through  a  management  services
agreement  pursuant  to which the  Company  provides  all  physician  management
services  to the  physicians  affiliated  with  Sheridan-NY  in  exchange  for a
management fee. During 1997, the Company  received  approximately  $2,753,000 in
fees from Sheridan-NY under this agreement.

SHERIDAN HEALTHCARE OF TEXAS, P.A.

        As a result of certain  prohibitions  on the  practice  of  medicine  by
business   corporations   in  Texas,   Sheridan   Healthcare   of  Texas,   P.A.
("Sheridan-Texas")  was organized under the laws of the State of Texas on August
18, 1995. Dr. Drozdow is the only stockholder of Sheridan-Texas. The Company has
entered into a management  services  agreement with  Sheridan-Texas  pursuant to
which the Company provides all physician  management  services to the physicians
affiliated  with  Sheridan-Texas  in exchange for a management fee. During 1997,
the Company received  approximately  $47,000 in fees from  Sheridan-Texas  under
this arrangement.


                                        9

<PAGE>



SHERIDAN HEALTHCARE OF CALIFORNIA MEDICAL GROUP, INC.

        As a result of certain  prohibitions  on the  practice  of  medicine  by
business  corporations in California,  Sheridan Healthcare of California Medical
Group, Inc. ("Sheridan-California") was organized under the laws of the state of
California  on  August  18,  1995.  Dr.  Drozdow  is  the  only  stockholder  of
Sheridan-California.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF PENNSYLVANIA, P.C.

        The Company  also  maintains an  affiliation  with  Sheridan  Children's
Healthcare Services of Pennsylvania,  P.C. ("Sheridan Children's"),  under which
Sheridan  Children's  provides  certain  physician  management  services  to the
Company.  Sheridan  Children's is also wholly-owned by Dr. Drozdow.  The Company
provided  management  services  to  Sheridan  Children's  during  1997,  but the
management fees were deferred.


                                       10

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                 Sheridan Healthcare, Inc.

Date: April 30, 1998                             By:    /s/ Michael F. Schundler
                                                        ------------------------
                                                        Michael F. Schundler
                                                        Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.



           Signature                           Title                     Date

/s/ Mitchell Eisenberg, M.D.      Chairman of the Board of,       April 30, 1998
----------------------------      Directors, President and
Mitchell Eisenberg, M.D.          Chief Executive Officer
                                  (Principal Executive Officer)



/s/ Lewis D. Gold, M.D.           Executive Vice President        April 30, 1998
-------------------------         Director
Lewis D. Gold              
                                     

/s/ Henry E. Golembesky, M.D.     Director                        April 30, 1998
-----------------------------
Henry E. Golembesky, M.D.

/s/ Jamie Hopping                 Director                        April 30, 1998
-----------------------------
Jamie Hopping

/s/ Neil A. Natkow, D.O.          Director                        April 30, 1998
-----------------------------
Neil A. Natkow, D.O.

/s/ Michael F. Schundler          Chief Financial Officer         April 30, 1998
-----------------------------     (Principal Financial and
Michael F. Schundler              Accounting Officer)





                                                        11

<PAGE>