Exhibit 10.79


                  [LETTERHEAD OF EPSTEIN, BECKER & GREEN, P.C.]


                                        May 27, 1999

[INSERT NAME OF STOCKHOLDER]
[INSERT ADDRESS OF STOCKHOLDER]


          Re:  Conversion of Class A Common Stock of
               The WellCare Management Group, Inc.

Dear Class A Stockholder:

     As you may be aware, The WellCare  Management  Group,  Inc. (the "Company")
recently  entered into a transaction  pursuant to which Kiran C. Patel agreed to
purchase  shares of a newly  authorized  class of preferred stock of the Company
which will give him  voting  rights  equal to  fifty-five  percent  (55%) of the
outstanding voting stock of the Company for $5,000,000.  For your information, I
have enclosed a copy of the Company's May 21, 1999 press release  regarding this
transaction  and certain other  significant  recent  developments  regarding the
Company.

     The closing of the transaction  with Dr. Patel described above is currently
scheduled  for Tuesday  June 1, 1999.  It is a  condition  to the closing of the
transaction  that all of the holders of the Class A Common Stock of the Company,
$.01 par value ("Class A Common Stock"),  convert all of their shares of Class A
Common Stock into Common Stock of the Company, $.01 par value ("Common Stock").

     Accordingly,  please execute the enclosed Notice of Conversion of Shares of
Class A Common  Stock  and  return  it,  along  with your  stock  certificate(s)
representing  your  shares  of Class A Common  Stock,  to my  attention  at your
earliest possible convenience, but in no event later than Saturday May 29, 1999.
Please send a copy of the executed  Notice to me via facsimile at (212) 661-0989
and  then  send  the   executed   original   Notice,   along   with  your  stock
certificate(s),  to me via  overnight  mail at the above address in the enclosed
overnight mail return package.

     The  conversion  of your shares of Class A Common  Stock into Common  Stock
will be subject to, and  simultaneous  with, the closing of the transaction with
Dr.  Patel.  Within  a  reasonable  period  of time  after  the  closing  of the
transaction  with Dr.  Patel,  you will receive  stock  certificate(s)  or other
appropriate  evidence of your ownership of Common Stock.  In the event that that
transaction  does not close on or before  August 1, 1999,  the  enclosed  Notice
shall be null and void and your stock certificate(s) will be returned to you.

                                        Sincerely yours,

                                        /s/ Brian M. Wyatt
                                        ------------------
                                        Brian M. Wyatt

Enclosures

cc:  Mr. Craig S. Dupont (w/Enclosures)
       Acting President and Chief Executive Officer
       The WellCare Management Group, Inc.


<PAGE>


                             NOTICE OF CONVERSION OF
                         SHARES OF CLASS A COMMON STOCK


                                        Date: May 27, 1999


American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005

Attention:     Legal Department

          Re:  The WellCare Management Group, Inc.
               Conversion of Class A Common Stock

               Number of Shares of Common A Common Stock: 400,000

Ladies and Gentlemen:

     The undersigned hereby represents to you that the undersigned is the record
holder of  400,000  shares  of Class A Common  Stock,  $.01 par value  ("Class A
Common Stock"),  of The WellCare  Management  Group,  Inc. (the ACompany@).  The
stock  certificate(s)  of the  undersigned  representing  such shares of Class A
Common Stock are enclosed herewith.

     The undersigned  hereby  instructs you, as Transfer Agent for the Company's
classes of Common Stock, to effect the conversion of the  undersigned's  400,000
shares of Class A Common Stock into an equal  number of shares of the  Company's
Common  Stock,  $.01 par value  ("Common  Stock"),  registered in the same name,
effective as soon as possible.

                                        Yours truly,



                                        __________________________________
                                        Edward A. Ullman


<PAGE>


                                   ATTACHMENT

                          List of Class A Shareholders
                          who received Letter Regarding
                       Conversion of Class A Common Stock


Patrick Artlantico
Helen Butler
Charles E. Crew, Jr.
Susan Dean
First Albany Corp
Charles M. & Helene Fliegler
Ted Kalmon
Nancy & Kenneth Lavallee
Robert Morey, Jr.
Dave Young -2010 (Prudential)
G. William & Sandra Strein
G. William Strein
Edward Ullman
Daniel Zeichner, MD
Irene Zeichner