[DESCRIPTION]  MATERIAL CONTRACT

EX-10.39g      Copy of Line-of-Credit Note in the amount of
               $2,000,000 dated January 31, 1997, between
               WellCare of Connecticut, Inc. and KeyBank
               National Association

                  LINE-OF-CREDIT NOTE

$2,000,000.00                      Kingston, New York
                                   Dated:  January 31, 1997

     FOR VALUE RECEIVED, WELLCARE OF CONNECTICUT, INC., a
Connecticut corporation with an office for the transaction of
business located at 127 Washington Avenue, North Haven,
Connecticut 06743, (the "Borrower") promises to pay to the order
of KEYBANK NATIONAL ASSOCIATION, a national banking association
with an office and place of business at 66 South Pearl Street,
Albany, New York, 12207 ("KeyBank") the principal sum of Two
Million and no/100 Dollars ($2,000,000.00) or so much thereof as
may be advanced from time to time pursuant to the terms of this
Note and a loan agreement, dated on even date herewith, among
Borrower, other borrowers (the "Other Borrowers"), the Guarantors
(as defined in the Loan Agreement) and KeyBank (the "Loan
Agreement") with interest on the unpaid principal balance of such
amounts as are advanced or readvanced, as the case may be, at the
Interest Rate (as hereinafter defined).  This Note evidences a
portion of a loan facility (the "Loan") made available to Borrower
and the Other Borrowers as more fully set forth in the Loan
Agreement.  This Note is a Line of Credit Note referred to in the
Loan Agreement and is entitled to the benefits thereof.  Payment
of this Note is guaranteed by the Guarantors pursuant to the terms
of the Guaranties (as defined in the Loan Agreement).

                           I

                      DEFINITIONS

     Except as otherwise defined herein, capitalized terms used
herein shall have the following definitions:

     "Advance" shall mean each advance of Loan proceeds by
KeyBank to a Borrower, each of which will be treated separately
for purposes of computing interest and each of which will accrue
interest at the Interest Rate selected by Borrower.

     "Base Advance" shall mean any Advance that bears interest
determined with reference to the Base Rate.

     "Base Rate" shall mean the rate of interest set, determined
or announced on a periodic basis by KeyBank National Association
as its "Base Rate" which rate of interest is not necessarily the
lowest rate charged by KeyBank National Association on loans and
other credits which may be extended by KeyBank National
Association at rates both above and below the Base Rate.

     "Default Interest Rate" shall mean the applicable Interest
Rate plus four (4%) percent per annum.

     "Election Notice" shall mean the Advance and Interest Rate
Election Notice which may be used by the Borrower when seeking an
Advance, said Election Notice to be in the form of Exhibit "A"
attached hereto and when delivered, to have been completed by the
Borrower to indicate an Advance amount and an Interest Rate.

     "Interest Rate" shall mean the rate of interest (rounded up
to the nearest one-eighth (1/8%) percent) to be calculated
hereunder and paid by Borrower on any outstanding principal due
under this Note and shall be either the LIBOR Rate or the Variable
Rate.

     "Interest Rate Election" shall mean an election on the part
of the Borrower to choose the LIBOR Rate or the Variable Rate as
the Interest Rate to be charged on an Advance.

     "Interest Rate Election Period" shall mean the time period
selected by the Borrower during which interest is to accrue on an
Advance at the LIBOR Rate.  An Interest Rate Election Period shall
be a term of one month, three months or four months (or, if this
Note is dated on other than the first day of a month, for the
first Interest Rate Election Period only, the time period between
the date of this Note and the last day of the month in which this
Note is dated, inclusive).  In no event shall any Interest Rate
Election Period extend beyond the Maturity Date of the Loan.

     "LIBOR" shall mean the rate designated under the heading
"LONDON INTERBANK OFFERED RATES" in the "Money Rates" column as
published in "The Wall Street Journal" two days prior to the date
of the LIBOR Advance for which a LIBOR Rate is being calculated

     "LIBOR Advance" shall mean any Advance that bears interest
at the LIBOR Rate.

     "LIBOR Period" shall mean one month, three months or four
months.

     "LIBOR Rate" shall mean a fixed rate equal to LIBOR plus two
hundred seventy-five (275) basis points.

     "Maturity Date" shall mean May 31, 1998.

     "Variable Rate"  shall mean a floating rate equal to the
Base Rate in effect from time to time.

     "Variable Rate Advance" shall mean any Advance that bears
interest at the Variable Rate.

                           II

                        INTEREST

     (a)  COMPUTATION OF INTEREST.  Interest on the outstanding
principal balance of this Note shall be computed on the basis of a
360-day year.  Interest shall accrue until the Loan is repaid.

     (b)  INTEREST RATE CHANGE PROCEDURES.  If the LIBOR Rate is
elected, it shall remain constant for the Interest Rate Election
Period.  If Borrower elects the Variable Rate, each change in the
Base Rate shall effect a corresponding change in the Variable
Rate.

     (c)  LIBOR RATE CALCULATION PROCEDURE.  If Borrower has
elected that the LIBOR Rate apply to any Advance, the LIBOR Rate
shall be calculated based on LIBOR for the LIBOR Period coinciding
with Interest Rate Election Period selected by Borrower.

     (d)  IMPLEMENTATION OF DEFAULT INTEREST RATE.  Upon the
occurrence of an Event of Default (hereinbelow defined), the
computation of interest under this Note shall immediately and
without further action by KeyBank be based upon the Default
Interest Rate.

                          III

      PROCEDURES FOR ADVANCES AND ELECTION NOTICES

     (a)  ADVANCES.  Provided that no Event of Default
(hereinafter defined) and no event which but for the passage of
time, the giving of notice or both would constitute an Event of
Default, has occurred, and further provided that Borrower has met
all conditions to an Advance set forth in the Loan Agreement,
Advances shall be made available to the Borrower from time to time
in the manner set forth in this Article and information with
regard to any Advance shall be recorded and maintained by KeyBank
in its internal records and such records shall be conclusive as to
the information set forth therein, absent manifest error.

     (b)  PROCEDURE FOR ADVANCES AND ELECTION NOTICES.  Borrower
may obtain an Advance by delivering an Election Notice signed by
any one of the Authorized Individuals on the Schedule of
Authorized Individuals attached hereto as Exhibit "B" setting
forth the amount of the Advance requested [which shall be at least
$250,000.00 if available] and indicating an Interest Rate and, if
the Advance is a LIBOR Advance, an Interest Rate Election Period
(which must terminate no later than the Maturity Date) for such
LIBOR Advance.  If Borrower has elected the LIBOR Rate, said
Interest Rate as determined in accordance with the terms of this
Note at the beginning of the Interest Rate Election Period shall
remain in effect until expiration of the Interest Rate Election
Period chosen by the Borrower for that LIBOR Advance.  Prior to
the end of each Interest Rate Election Period, if the amount of
the Advance remaining unpaid will not be repaid, Borrower shall
provide an Election Notice designating the Interest Rate Borrower
has elected and if the LIBOR Rate has been elected, designating a
new Interest Rate Election Period.  If KeyBank does not receive
the Election Notice prior to the expiration of any Interest Rate
Election Period, and the Advance is not repaid, interest shall
accrue on that Advance at the Variable Rate until an Election
Notice is delivered.  Any Advance shall be deposited by KeyBank in
an account to be opened for that purpose with KeyBank (the
"Advance Account") and the deposit of any Advance in the Advance
Account by KeyBank shall be conclusive as to the receipt of said
Advance by Borrower and Borrower will be responsible for repaying
any Advance so made pursuant to the terms of this Note.

     (c)  ADVANCES BY KEYBANK.  KeyBank may make Advances
pursuant to the terms hereof, for the purpose of paying any sums
which have become due and payable hereunder or under any other
Loan Document.  Any such Advance shall bear interest at the
Variable Rate.

     (d)  LIMITS ON ADVANCES.  Notwithstanding any other
provision of this Note, Borrower acknowledges that at no point in
time will Key make Advances which when aggregated with any
Advances outstanding under a Line Of Credit Note from WellCare
Management Group, Inc. dated on even date herewith in the amount
of $3,000,000.00 or from WellCare of New York, Inc. dated on even
date herewith in the amount of $6,000,000.00 would exceed
$6,000,000.00 (it also being understood that at no point in time
will aggregate Advances exceed the principal balance of this
Note).
                           IV

               LIBOR RESERVE REQUIREMENT

     If because of the introduction of or any change in or
because of any judicial, administrative or other governmental
interpretation of any law or regulation, there shall be any
increase in the cost to KeyBank of making, funding, maintaining or
allocating capital to any LIBOR Advance, then Borrower shall from
time to time upon demand by KeyBank pay KeyBank additional moneys
sufficient to compensate KeyBank for such increased cost.

                           V

           PAYMENT OF PRINCIPAL AND INTEREST

     PERIODIC PAYMENTS.  Borrowers shall pay interest at the
applicable Interest Rate on the sums advanced hereunder beginning
on the first (1st) day of February, 1997 and continuing on the
first day of each month thereafter until the Maturity Date (or
such earlier date in the event KeyBank accelerates Borrower's
obligations hereunder), at which time, any accrued and unpaid
interest and principal must be paid.

                           VI

                   GENERAL CONDITIONS

     (a)  METHOD OF PAYMENT.  All payments under this Note are
payable at 66 South Pearl Street, Albany, New York 12207, or at
such other place as KeyBank shall notify Borrower in writing. 
KeyBank reserves the right to require any payment on this Note,
whether such payment is of a regular installment or represents a
prepayment, to be by wired federal funds or other immediately
available funds or to be paid at a place other than the above
address.

     (b)  APPLICATION OF PAYMENTS RECEIVED.  Except as may
otherwise be provided in this Note, all payments received by
KeyBank on this Note shall be applied by KeyBank to any unpaid
Late Payment Charges (hereinbelow defined), accrued and unpaid
interest then due and owing and the reduction of principal of this
Note, in such order and in such amounts as KeyBank may determine
from time to time.  Sums applied to LIBOR Advances shall be
applied first to those LIBOR Advances having Interest Rate
Election Periods which are next to expire in chronological order.

     (c)  LATE PAYMENT CHARGES.  If Borrower fails to pay any
amount of principal and/or interest on this Note for ten (10) days
after such payment becomes due, whether by acceleration or
otherwise, KeyBank may, at its option, whether immediately or at
the time of final payment of the amounts evidenced by this Note,
impose a late payment charge (the "Late Payment Charge") computed
by multiplying the amount of each past due payment by four (4%)
percent.  Until any and all Late Payment Charges are paid in full,
the amount thereof shall be added to the indebtedness secured by
the Loan Agreement.  The Late Payment Charge is not a penalty and
is deemed to be liquidated damages for the purpose of compensating
KeyBank for the difficulty in computing the actual amount of
damages incurred by KeyBank as a result of the late payment by
Borrower.

     (d)  PREPAYMENT.  The principal balance may be prepaid in
whole or in part, at any time without premium or penalty.  

          In the event KeyBank receives partial prepayments for
application against the Loan, such prepayments shall be applied to
installments of principal in the inverse order of maturity.

     (e)  REFUSAL TO MAKE FURTHER ADVANCES, ACCELERATION AND
DEFAULT.  If:

          (1)  Borrower fails to pay any sum due on this Note
within ten (10) days of the date the same is due; or

          (2)   An "Event of Default", as said term is defined
in the Loan Agreement, shall have occurred;

then, and in any such event (an "Event of Default"), KeyBank may,
at its option, refuse to make any further Advances, refuse to
permit the renewal of any LIBOR Advance and declare the entire
unpaid balance of this Note together with interest accrued thereon
and any other sums due hereunder or under the Loan Agreement, to
be immediately due and payable and KeyBank may proceed to exercise
any rights or remedies that it may have under this Note or the
Loan Agreement, or such other rights and remedies which KeyBank
may have at law, equity or otherwise.  In the event of such
acceleration, Borrower may discharge its obligations to KeyBank by
paying:

          (i)  the unpaid principal balance hereof as at the
date of such payment, plus

          (ii) accrued interest computed in the manner set
forth above, plus

          (iii)     any Late Payment Charge computed in the manner
set forth above, plus

          (iv) any other sum due and owing KeyBank under this
Note or the Loan Agreement.

     (f)  COSTS AND EXPENSES ON DEFAULT.  After the occurrence
of an Event of Default, in addition to principal, interest and any
Late Payment Charge, KeyBank shall be entitled to collect all
costs of collection, including, but not limited to, reasonable
attorneys' fees, incurred in connection with the protection or
realization of collateral, if any, or in connection with any of
KeyBank's collection efforts, whether or not suit on this Note or
any foreclosure proceeding is filed, and all such costs and
expenses shall be payable on demand and until paid shall also be
secured by the Loan Agreement and by all other collateral held by
KeyBank as security for Borrower's obligations to KeyBank.

     (g)  NO WAIVER BY KEYBANK.  No failure by any Guarantor of
the Loan to make any payments shall be deemed a waiver or release
of Borrower's obligations hereunder.  No failure on the part of
KeyBank or other holder hereof to exercise any right or remedy
hereunder, whether before or after the happening of a default,
shall constitute a waiver thereof, and no waiver of any past
default shall constitute waiver of any future default or of any
other default.  No failure to accelerate the Loan evidenced hereby
by reason of default hereunder, or acceptance of a past due
installment, or indulgence granted from time to time shall be
construed to be a waiver of the right to insist upon prompt
payment thereafter, or shall be deemed to be a novation of this
Note or as a reinstatement of the Loan evidenced hereby or as a
waiver of such right of acceleration or any other right, or be
construed so as to preclude the exercise of any right which
KeyBank may have, whether by the laws of the state governing this
Note, by agreement or otherwise; and Borrower and each endorser or
Guarantor hereby expressly waive the benefit of any statute or
rule of law or equity which would produce a result contrary to or
in conflict with the foregoing.  This Note may not be changed
orally, but only by an agreement in writing signed by the party
against whom such agreement is sought to be enforced.

     (h)  FINANCIAL INFORMATION.   Borrower will advise Lender in
writing if Borrower operates on other than a calendar year basis.  

     (i)  WAIVER BY BORROWER.  Borrower and each endorser or
Guarantor of this Note hereby waives presentment, protest, demand,
diligence, notice of dishonor and of nonpayment.

     (j)  COMPLIANCE WITH USURY LAWS.  It is the intention of
the parties to conform strictly to the usury laws, whether state
or federal, that are applicable to this Note.  All agreements
between Borrower and KeyBank, whether now existing or hereafter
arising and whether oral or written, are hereby expressly limited
so that in no contingency or event whatsoever, whether by
acceleration of maturity hereof or otherwise, shall the amount
paid or agreed to be paid to KeyBank or the holder hereof, or
collected by KeyBank or such holder, for the use, forbearance or
detention of the money to be loaned hereunder or otherwise, or for
the payment or performance of any covenant or obligation contained
herein, or in the Loan Agreement, exceed the maximum amount
permissible under applicable federal or state usury laws.  If
under any circumstances whatsoever fulfillment of any provision
hereof or of the Loan Agreement, at the time performance of such
provision shall be due, shall involve exceeding the limit of
validity prescribed by law, then the obligation to be fulfilled
shall be reduced to the limit of such validity; and if under any
circumstances KeyBank or other holder hereof shall ever receive an
amount deemed interest by applicable law, which would exceed the
highest lawful rate, such amount that would be excessive interest
under applicable usury laws shall be applied to the reduction of
the principal amount owing hereunder or to other indebtedness
secured by the Loan Agreement and not to the payment of interest,
or if such excessive interest exceeds the unpaid balance of
principal and such other indebtedness, the excess shall be deemed
to have been a payment made by mistake and shall be refunded to
Borrower or to any other person making such payment on Borrower's
behalf.  All sums paid or agreed to be paid to the holder hereof
for the use, forbearance or detention of the indebtedness of
Borrower evidenced hereby, outstanding from time to time shall, to
the extent permitted by applicable law, and to the extent
necessary to preclude exceeding the limit of validity prescribed
by law, be amortized, pro-rated, allocated and spread from the
date of disbursement of the proceeds of this Note until payment in
full of the Loan evidenced hereby and thereby so that the actual
rate of interest on account of such indebtedness is uniform
throughout the term hereof and thereof.  The terms and provisions
of this paragraph shall control and supersede every other
provision of all agreements between Borrower, any endorser or
Guarantor and KeyBank.

     (k)  GOVERNING LAW; SUBMISSION TO JURISDICTION.  This Note
shall be governed by and construed under the laws of the State of
New York.  Borrower and each endorser or Guarantor hereby submits
to personal jurisdiction in said state for the enforcement of
Borrower's obligations hereunder or under any other Loan Document
and waives any and all personal rights under the law of any other
state to object to jurisdiction within such state for the purposes
of litigation to enforce such obligations of Borrower.

     (l)  WAIVER OF JURY TRIAL.  KeyBank and the Borrower hereby
waive trial by jury in any litigation in any court with respect
to, in connection with, or arising out of this Note, the Loan
Agreement or the Loan, or any instrument or document delivered in
connection with the Loan, or the validity, protection,
interpretation, collection or enforcement thereof, or any other
claim or dispute howsoever arising between the Borrower and
KeyBank.

     (m)  AUTHORITY OF KEYBANK.  Borrower authorizes KeyBank to
date this Note as of the day when the Loan is made and to complete
or correct this Note as to any terms of the Loan not set forth
herein at the time of delivery hereof.

     (n)  NOTICES.  Any notices required or permitted to be
given hereunder shall be: (i) personally delivered or (ii) given
by registered or certified mail, postage prepaid, return receipt
requested, or (iii) forwarded by overnight courier service, in
each instance addressed to the addresses set forth at the head of
this Note, or such other addresses as the parties may for
themselves designate in writing as provided herein for the purpose
of receiving notices hereunder.  All notices shall be in writing
and shall be deemed given, in the case of notice by personal
delivery, upon actual delivery, and in the case of appropriate
mail or courier service, upon deposit with the U.S. Postal Service
or delivery to the courier service.

     (o)  ENTIRE AGREEMENT.  This Note, the Guaranties and the
Loan Agreement constitute the entire understanding between
Borrower, the Guarantors and KeyBank and to the extent that any
writings not signed by KeyBank or oral statements or conversations
at any time made or had shall be inconsistent with the provisions
of this Note, the Guaranties and the Loan Agreement, the same
shall be null and void.

     IN WITNESS WHEREOF, Borrower has executed this instrument
the date first above written.

                         WELLCARE OF CONNECTICUT, INC.

                         By    /s/ Marystephanie Corsones
                         Name:  Marystephanie Corsones
                         Title: Treasurer

<PAGE>
STATE OF NEW YORK        )
                    )ss.:
COUNTY OF ULSTER         ) 

     On this 31st day of January, 1997, before me the subscriber
personally appeared Marystephanie Corsones, who being by me duly
sworn, did depose and say; that she resides in Kingston, New York,
that she is Treasurer of WELLCARE OF CONNECTICUT, INC., the
corporation described in and which executed the foregoing
instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.

                         /s/ Marianne Gilday
                         NOTARY PUBLIC

                         MARIANNE GILDAY
                         Notary Public, State of New York
                         Reg. #4917920
                         Qualified in Ulster County
                         Commission Expires January 19, 1998

<PAGE>
                      EXHIBIT "A"

                    ELECTION NOTICE

               ADVANCE AND INTEREST RATE


FROM:          WELLCARE OF CONNECTICUT, INC.

TO:       KEYBANK NATIONAL ASSOCIATION (Lender)

DATE:                               

     ADVANCE AMOUNT:     $                        

     INTEREST RATE ELECTION:                 LIBOR Rate


                                        Variable Rate

     INTEREST RATE ELECTION PERIOD (LIBOR Rate only)

                                   LIBOR Period:

                                        One Month

                                             Three Months

                                        Four Months


                              "BORROWER"


                              By:                          
                                   Authorized Individual


<PAGE>
                      EXHIBIT "B"

           SCHEDULE OF AUTHORIZED INDIVIDUALS


          Position                 Name
                                       

          Chief Executive Officer       Robert W. Morey

          President                Joseph R. Papa

          Chief Financial Officer       Marystephanie Corsones