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                                                                     EXHIBIT 2.3

                          AGREEMENT AND PLAN OF MERGER


         This AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of the
14th day of April, 1997 by and between Coventry Corporation, a Tennessee
corporation ("New Coventry"), and Coventry Corporation, a Delaware corporation
("Old Coventry") (collectively, the "Constituent Corporations").

                                    RECITALS

         WHEREAS, all of the issued and outstanding shares of capital stock of
New Coventry are owned beneficially and of record by Old Coventry;

         WHEREAS, the sole purpose of the Plan of Merger embodied herein is to
effect a migratory merger within the meaning of Section 368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended; and

         WHEREAS, each of the Constituent Corporations has, subject to approval
by their respective shareholders, adopted the plan of merger embodied in this
Agreement, and the Constituent Corporations and their respective Boards of
Directors deem it advisable and in the best interest of each of the Constituent
Corporations that Old Coventry be merged with and into New Coventry pursuant to
the applicable corporation laws of Tennessee and Delaware.

                                    AGREEMENT

         NOW, THEREFORE, the Constituent Corporations do hereby agree to merge,
on the terms and conditions herein provided, as follows:

1.       THE MERGER.

                  1.1 Governing Law. Old Coventry shall be merged into New
         Coventry in accordance with the applicable laws of the States of
         Tennessee and Delaware. New Coventry shall be the surviving corporation
         and shall be governed by the laws of the State of Tennessee.

                  1.2 Effective Date. The "Effective Date" of the merger shall
         be, and such term as used herein shall mean the date on which Articles
         of Merger prepared in accordance herewith are filed in the office of
         the Secretary of State of Tennessee and a Certificate of Merger
         prepared in accordance herewith is filed in the office of the Secretary
         of State of Delaware, all after satisfaction of the requirements of
         applicable laws of the states prerequisite to such filings.

2.       SHARE CONVERSION.

                  2.1 Stock of Old Coventry. On the Effective Date, each share
         of Common Stock of Old Coventry issued and outstanding immediately
         prior to the merger shall automatically be converted into and become,
         without further action by the holder thereof, one share of Common Stock
         of New Coventry. As of and after the Effective Date, each outstanding
         certificate which, prior to the Effective Date represented shares of
         Common Stock of Old Coventry shall be deemed for all purposes to
         evidence ownership of, and to represent an equal number of shares of
         Common Stock of New Coventry.

                  2.2 Stock of New Coventry. Upon the Effective Date, by virtue
         of the merger and without any action on the part of the holder thereof,
         each share of Common Stock of New Coventry outstanding immediately
         prior thereto shall be cancelled and returned to the status of
         authorized but unissued shares.


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3.       EFFECT OF THE MERGER.

                  3.1 Rights, Privileges, Etc. On the Effective Date, New
         Coventry, without further act, deed or other transfer, shall retain or
         succeed to, as the case may be, and possess and be vested with all the
         rights, privileges, immunities, powers, franchises and authority, of a
         public as well as of a private nature, of the Constituent Corporations;
         all property of every description and every interest therein and all
         debts and other obligations of or belonging to or due to the
         Constituent Corporations on whatever account shall thereafter be taken
         and deemed to be held by or transferred to, as the case may be, or
         vested in New Coventry without further act or deed; title to any real
         estate, or any interest therein, vested in the Constituent Corporations
         shall not revert or in any way be impaired by reason of this merger,
         and all of the rights of creditors of the Constituent Corporations
         shall be preserved unimpaired, and all liens upon the property of the
         Constituent Corporations shall be preserved unimpaired, and such debts,
         liabilities, obligations and duties of the Constituent Corporations
         shall thenceforth remain with or attach to, as the case may be, New
         Coventry and may be enforced against it to the same extent as if all of
         such debts, liabilities, obligations and duties had been incurred or
         contracted by it.

                  3.2 Employee Benefit Plans. On the Effective Date, New
         Coventry will automatically assume all obligations of Old Coventry
         under any and all employee benefit plans in effect as of the Effective
         Date or with respect to which employee rights or accrued benefits are
         outstanding as of the Effective Date.

                  3.3 Charter and Bylaws. The Charter of New Coventry as in
         effect on the Effective Date shall, from and after the Effective Date,
         be and continue to be the Charter of New Coventry without change or
         amendment until thereafter amended in accordance with the provisions
         thereof and applicable laws. The Bylaws of New Coventry as in effect on
         the Effective Date shall, from and after the Effective Date, be and
         continue to be the Bylaws of New Coventry without change or amendment
         until thereafter amended in accordance with the provisions thereof, the
         Charter of New Coventry and applicable laws.

                  3.4 Directors and Officers. The directors and officers of Old
         Coventry shall be the directors and officers of New Coventry on the
         Effective Date, and such directors and officers shall serve until they
         are removed or replaced in accordance with the Charter and Bylaws of
         New Coventry.

                  3.5 Options, Warrants and Rights. Each outstanding option,
         warrant or right to acquire shares of Common Stock of Old Coventry
         which are not exercised prior to the Effective Date shall, at the
         Effective Date, be converted into the right to acquire the same number
         of shares of Common Stock of New Coventry subject to the terms,
         conditions and provisions for adjustment to which such options,
         warrants or rights were previously subject.

                  3.6 Further Action. From time to time, as and when requested
         by New Coventry, or by its successors or assigns, any party hereto
         shall execute and deliver or cause to be executed and delivered all
         such deeds and other instruments, and shall take or cause to be taken
         all such further or other actions, as New Coventry, or its successors
         or assigns, may deem necessary or desirable in order to vest in and
         confirm to New Coventry, and its successors or assigns, title to and
         possession of all the property, rights, privileges, powers and
         franchises referred to herein and otherwise to carry out the intent and
         purposes of this Agreement.





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4.       TERMINATION; AMENDMENT.

                  4.1 Termination Provision. Anything contained in this
         Agreement to the contrary notwithstanding, this Agreement may be
         terminated and the merger abandoned:

                           (a) Upon written notice at any time prior to the
                  Effective Date of the merger by either of the Constituent
                  Corporations; or

                           (b) If holders of at least a majority of the
                  outstanding shares of Common Stock of Old Coventry shall not
                  vote in favor of the merger.

                  4.2 Amendment Provisions. Anything contained in this Agreement
         notwithstanding, this Agreement may be amended or modified in writing
         at any time prior to the Effective Date; provided that, an amendment
         made subsequent to the adoption of this Agreement by the shareholders
         of the Constituent Corporations shall not (1) alter or change the
         amount or kind of shares or other consideration to be received in
         exchange for or on conversion of all or any of the shares of Common
         Stock of the Constituent Corporations, (2) alter or change any term of
         the Charter of New Coventry, or (3) alter or change any of the terms
         and conditions of this Agreement if such alteration or change would
         adversely affect the holders of any class or series thereof of the
         Constituent Corporations; provided, however, the Constituent
         Corporations may by agreement in writing extend the time for
         performance of, or waive compliance with, the conditions or agreements
         set forth herein.

                  4.3 Board Action. In exercising their rights under this
         Section 4, each of the Constituent Corporations may act by its Board of
         Directors, and such rights may be so exercised, notwithstanding the
         prior approval of this Agreement by the shareholders of the Constituent
         Corporations.




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         IN WITNESS WHEREOF, this Agreement, having first been duly approved by
resolutions of the Board of Directors of each of the Constituent Corporations,
is hereby executed on behalf of each of the Constituent Corporations by their
respective officers hereunto duly authorized.



                                      COVENTRY CORPORATION,              
                                      a Delaware corporation

                                      By: /s/ ALLEN F. WISE
                                          --------------------------------------
                                      Its: President and Chief Executive Officer
Attest:                                    -------------------------------------

By: /s/ SHIRLEY R. SMITH
    -------------------------------
Its: Secretary
     ------------------------------


                                      COVENTRY CORPORATION,              
                                      a Tennessee corporation

                                      By: /s/ ALLEN F. WISE
                                          --------------------------------------
                                      Its: President and Chief Executive Officer
                                           -------------------------------------

Attest:

By: /s/ SHIRLEY R. SMITH
    -------------------------------
Its: Secretary
     ------------------------------


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