United States
             Securities and Exchange Commission
                    Washington, DC  20549

                          Form 10-Q
                              


 {X}       Quarterly Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
                              
        For the quarterly period ended March 31, 1999
                              
                             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 001-13460


                Coastal Physician Group, Inc.
   (Exact name of registrant as specified in its charter)
                              
         Delaware                                56-1379244
      (State or other jurisdiction of          (IRS Employer
       incorporation or organization)        Identification No.)
                              
      2828 Croasdaile Drive, Durham, NC             27705
     (Address of principal executive offices)     (Zip Code)
                       (919) 383-0355
     (Registrant's telephone number including area code)
                              
                            None
   (Former name, former address and former fiscal year, if
                 changed since last report)
                              
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 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.
                              
                                  {X} Yes
                           {  } No
   As of April 30, 1999 there were outstanding 37,953,249
      shares of common stock, par value $.01 per share.
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
              COASTAL  PHYSICIAN  GROUP,  INC.
                            INDEX
                              
                              
                              
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
          Consolidated Balance Sheets at December 31, 1998
          and March 31, 1999 (unaudited)
        Unaudited Consolidated Statements of
        Operations
        Unaudited Consolidated Condensed
        Statements of Cash Flows
        Notes to Consolidated Financial Statements
        (Unaudited)
Item 2.  Management's Discussion and Analysis of
        Financial Condition and Results of Operations

PART II - OTHER INFORMATION



                         SIGNATURES
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              

                 COASTAL PHYSICIAN GROUP, INC.
                  Consolidated Balance Sheets
             (In thousands, except per share data)

                                                             
                                           March 31,     December
                                             1999        31, 1998
                 Assets                   (unaudited)   
Current assets:                                         
 Cash and cash equivalents                       2,395           45
 Trade accounts receivable, net                 31,853       29,216
  Reserves held by NCFE                          5,192        5,400
 Accounts receivable, other                      2,720          686
  Receivables from related party                    17           54
 Prepaid expenses and other current                                
assets                                          5,639        5,411
      Total current assets                      47,816       40,812
Property and equipment, at cost, less                              
    accumulated depreciation                    7,014        7,171
Excess of cost over fair value of net                              
      assets acquired, net                      2,204        2,248
Other assets                                     4,114        4,843
      Total assets                              61,148       55,074
                                                                  
  Liabilities and Shareholders' Equity                            
               (Deficit)
Current liabilities:                                               
 Current maturities and other short-term                           
borrowings                                        442          433
 Accounts payable                               19,551       22,559
  Payable to related party                         209        1,277
 Accrued physicians fees and medical                               
costs                                          10,411        9,986
 Accrued expenses                                7,524        7,429
     Total current liabilities                 38,137       41,684
Long-term debt, excluding current                                  
maturities                                     89,055       77,109
      Total liabilities                        127,192      118,793
Shareholders' equity (deficit):                                    
  Preferred stock $.01 par value;                                  
      authorized 10,000; issued and                               
                                                                   
                                                                  
                                                                  
  outstanding 445 and 445, respectively             4            4
  Additional paid-in capital                     2,061        2,061
 Common stock $.01 par value; shares                               
authorized 100,000; shares issued and                             
outstanding 37,892 and 37,832,                                    
respectively                                      379          378
 Additional paid-in capital                    176,207      176,197
Common stock warrants                           1,691        1,691
 Retained earnings (accumulated deficit)                           
                                            (246,386)    (244,050)
      Total shareholders' equity                                   
(deficit)                                    (66,044)     (63,719)
     Total liabilities and  shareholders'                          
equity (deficit)                               61,148       55,074

  See accompanying notes to consolidated financial statements.


                 COASTAL PHYSICIAN GROUP, INC.
        Unaudited Consolidated Statements of Operations
             (In thousands, except per share data)

                                           Three months ended
                                                March 31,
                                           1999          1998
                                                      
Operating revenue, net                        50,695        87,877
                                                                  
Costs and expenses:                                               
                                                                  
 Physician and other provider services                            
                                             34,907        70,524
 Medical support services                      8,431         7,925
 Selling, general and administrative           7,250        11,659
  Related party expense, net                      90           428
      Total costs and expenses                50,678        90,536
                                                                  
Operating income (loss)                           17       (2,659)
                                                                  
Other income (expense):                                           
 Interest expense                            (2,429)       (2,140)
 Interest income                                  63            56
  Other related party expense, net             (114)            --
 Other, net                                      127           150
      Total other expense                    (2,353)       (1,934)
                                                                  
Loss before income taxes                     (2,336)       (4,593)
                                                                  
Benefit for income taxes                          --            --
                                                                  
Net loss                                     (2,336)       (4,593)
                                                                  
Net loss per share                            (0.06)        (0.12)
                                                                  
Weighted average number of shares                                 
 outstanding                                 37,832        37,545

  See accompanying notes to consolidated financial statements.





                 COASTAL PHYSICIAN GROUP, INC.
   Unaudited Consolidated Condensed Statements of Cash Flows
                         (In thousands)

                                           Three months ended
                                                March 31,
                                           1999          1998
                                                                  
Net cash used in operating activities        (9,458)       (5,467)
                                                                  
Cash flows from investing activities:                             
Sales of marketable securities and                                 
investments, net                                 --           245
Purchases of property and equipment, net                            
                                              (158)         (153)
 Disposition of subsidiaries, net of                              
    cash disposed                                --       (5,865)
          Net cash used in investing                              
           activities                         (158)       (5,773)
                                                                  
Cash flows from financing activities:                             
                                                                  
  Net borrowings on  long-term debt          11,955         3,125
 Proceeds from issuances of common                                
stock                                            11            60
          Net cash provided by                                    
          financing activities               11,966         3,185
                                                                  
                  Net increase (decrease) in                               
cash and cash equivalents                     2,350       (8,055)
                                                                  
Cash and cash equivalents at beginning                            
of period                                        45         8,921
Cash and cash equivalents at end of                               
    period                                    2,395           866
                                                                  
Supplemental disclosures of cash flow                             
      information:
      Cash payments during                                        
    the period for:
             Interest                          2,565         2,140
             Income taxes                         60            --
                                                                  
                                                                  

  See accompanying notes to consolidated financial statements.








































                              
                COASTAL PHYSICIAN GROUP, INC.
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (UNAUDITED)

(1) Basis of  Presentation

The accompanying consolidated financial statements of
Coastal Physician Group, Inc. (the "Company") are unaudited
and, in the opinion of management, include all adjustments
which are necessary for a fair presentation.  The unaudited
consolidated financial statements should be read in
conjunction with the Company's audited consolidated
financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998. Operating results for the interim periods
presented are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31,
1999.

Reclassifications
Certain reclassifications have been made to the 1998
consolidated financial statments to conform to the 1999
pesentations. Such reclassifications had no impact on net
loss or shareholders' equity (deficit) as previously
reported.

(2) Comprehensive Income

The  Company  has adopted Statement of Financial  Accounting
Standards   No.   130,  "Reporting  Comprehensive   Income."
Statement  130  establishes new rules for the reporting  and
display  of  comprehensive income and  its  components.  The
adoption of this Statement requires that unrealized gains or
losses  on  the  Company's available-for-sale securities  be
included  in  other  comprehensive income,  which  in  prior
periods  were  reported separately in shareholders'  equity.
Prior  year  financial statements have been reclassified  to
conform to the requirements of Statement 130.

The  components of comprehensive income, net of related tax,
for  the  quarter  ended March 31, 1999  and  1998,  are  as
follows:

In thousands of       Three months ended
dollars                    March 31
                        1999      1998
Net loss               $(2,336)  $(4,593)
Unrealized gains                         
(losses)on securities        --       (2)
Comprehensive Income   $(2,336)  $(4,595)

(3) Segment Information

During the quarters ended March 31, 1999 and 1998, the
Company had four reportable segments: physician contract
services, government services, billing and collection
services, and divested businesses. The physician contract
services group contracts principally with hospitals and
government agencies to identify and recruit physicians as
candidates for admission to a client's medical staff and to
coordinate the on-going scheduling of independent contractor
physicians who provide clinical coverage in designated
areas. While the Company also provides obstetrics,
gynecology and pediatrics physician contract services, the
provision of contract management services to hospital
emergency departments represents the Company's principal
hospital-based service. The government services segment
provides similar services to governmental agencies such as
the Department of Defense and state and local governments.
The billing and collection services segment provides support
to independent contractor physicians, independent practices
and other health care practitioners. These services are
often provided as part of the Company's physician contract
services and are also marketed independently to unaffiliated
providers. Divested businesses include two health plans
which were divested during 1998 and the wrap up of
businesses divested prior to 1998. The Company also has a
corporate group included in "All Other" that provides
administrative services to the operating segments.

Information About Segment Profit/Loss and Segment Assets
The Company evaluates performance based on profit or loss
from operations before interest, income taxes, depreciation
and amortization. Intersegment revenues are recorded at
amounts similar to revenues from external customers.
Intersegment profits or losses are eliminated in
consolidation. Also, the Company does not allocate certain
expenses such as certain professional fees or certain
employee benefits to its segments. The Company's reportable
segments are business units that are responsible for certain
quantitative thresholds of revenue, profits or losses or
assets.


Quarter ended March 31, 1999
                                           Total             
(In        Phys.   Gov't  Billing   Dvst   Report.  All      
thousands) Cont.   Svcs   and       Seg.   Seg.     Other    Totals
                          Coll.
Revenue                                                              
from                                                                 
external    41,97   4,362     4,345    --    50,679      16    50,695
sources         2
                 
Intersegme                                                           
nt             --      --     3,544    --     3,544      --     3,544
revenues
Interest                                                             
expense     1,642     743        --    --     2,385      44     2,429
Depreciati                                                           
on and                                                               
amortizati    104       9       197     1       311      43       354
on
Segment                                                              
Profit                                                               
(loss)      (874)   (635)     1,090  (21)     (440) (1,896)   (2,336)
Segment                                                              
assets      32,72   2,781    11,408   649    47,559  13,589    61,148
                1

Quarter ended March 31, 1998
                                           Total              
(In        Phys.   Gov't  Billing   Dvst   Report.  All       
thousands) Cont.   Svcs   and       Seg.   Seg.     Other     Totals
                          Coll.
Revenue                                                              
from                                                                 
external    40,79   5,561     4,090  37,37   87,820        57  87,877
sources         2                        7
Intersegme                                                           
nt             --      11     2,821     --    2,832        --   2,832
revenues
Interest                                                             
expense     1,548     235        --   (16)    1,767       373   2,140
Depreciati                                                           
on and                                                               
amortizati    187      17       418    209      831       140     971
on
                                                                     
Segment                                                              
profit                                                               
(loss)      (1,86   (244)       262  (164)  (2,015)   (2,578)  (4,593
               9)                                                   )
Segment                                                              
assets, as                                                           
of                                                                   
December    30,78   4,798    11,529  2,585   49,693     5,381  55,074
31, 1998        1



(4) Recently Issued Accounting Pronouncements

Effective for fiscal quarters and fiscal years beginning
after June 15, 1999, the Company will be required to adopt
Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"). SFAS 133 requires entities to
disclose information for derivative financial instruments,
and to recognize all derivatives as assets or liabilities
measured at fair value. The Company does not believe that
this pronouncement will have a material impact on its
financial position or results of operations.

                COASTAL PHYSICIAN GROUP, INC.
           Management's Discussion And Analysis Of
        Financial Condition And Results Of Operations

RESULTS OF OPERATIONS

FIRST  QUARTER ENDED MARCH 31, 1999 COMPARED  TO  THE  FIRST
QUARTER ENDED MARCH 31, 1998.
     During 1998, the Company completed its divestiture
strategy. This will allow the Company to focus its future
operations on the core businesses of emergency medicine
practice management, government services and medical billing
and collections. The Company refers to these businesses as
its core businesses. The last step in completing the
divestiture strategy was the sale of two remaining HMOs. The
Company sold Doctors Health Plan, Inc. ("DHP") in March
1998, and Healthplan Southeast ("HPSE") in October 1998. The
Company sold Better Health Plan ("BHP") in August 1997 which
continues to have some wrap-up operations activity. During
1997, the Company also sold the last of its clinic
operations. The Company refers to the HMO and clinic
operations and some smaller related businesses as the
divested businesses.
Operating Revenue, Net. Net operating revenue in the first
quarter of 1999 was $50.7 million, representing a decrease
of $37.2 million, or 42.3%, from operating revenues of $87.9
million in the first quarter of 1998. The changes in
operating revenue among the various businesses were as
follows:
                             3 Months ended March 31
                                      Increase
                     1999     1998   (Decrease)    %
   Ongoing businesses $50.7   $50.5 $ 00.2    00.4%
   Divested operations  0.0    37.4  (37.4) (100.0)
                       $50.7   $87.9 $(37.2)  (42.3)%

     In the first quarter of 1999, the physician contract
services business generated approximately $42.0 in revenue,
which was an increase of approximately $1.2 million, or
2.9%, from approximately $40.8 million of revenue in the
first quarter of 1998. Revenue for the billing and
collections operations was $4.3 million for the first
quarter of 1999, which was an increase of approximately $0.2
million, or 4.9%, from $4.1 million in the first quarter of
1998 due to growth in the billing contracts and fees.
Revenue of the billing and collections operations excludes
intersegment revenue of approximately $3.5 million in the
first quarter of 1999 and approximately $2.8 million in the
first quarter of 1998 representing fees billed to the
physician contract services business. The government
services group accounted for approximately $4.4 million in
the first quarter of 1999, which was a decline of
approximately $1.2 million, or 21.4%, from $5.6 million in
the first quarter of 1998. There were minimal increases in
other miscellaneous revenue during the first quarter of 1999
compared to the same period for 1998.
     There was no revenue from the HMOs for the first
quarter of 1999. DHP, which was sold in March 1998,
generated revenue of approximately $10.0 million in the
first quarter of 1998. HPSE, which was sold in October 1998,
generated revenue in the first quarter of 1998 of
approximately $27.3 million.
Physician and Other Provider Services Costs and Expenses.
Physician and other provider services costs and expenses
consist primarily of fees paid to physicians and other
health care providers. Physician and other provider services
costs and expenses decreased by approximately $35.6 million,
or 50.5%, to approximately $34.9 million in the first
quarter of 1999 from approximately $70.5 million in the
first quarter of 1998. Physician and other provider services
costs and expenses decreased as follows:
                    3 months ended March 31,
                     1999     1998   (Decrease)    %
   Ongoing businesses $34.9  $36.8     $(1.9)    (5.2)%
   Divested operations  0.0   33.7     (33.7)  (100.0)
                       $34.9  $70.5   $(35.6)   (50.5)%

     These expenses for the ongoing businesses decreased
because of overall lower expenses of contracts in the
physician contract services business. In the first quarter
of 1999, physician and other provider services costs and
expenses for the physician contract services group were
approximately $31.3 million. This represented a decrease of
$1.0 million, or 3.1%, from $32.3 million in the first
quarter of 1998. The government services group's expenses
were approximately $3.6 million in the first quarter of
1999, representing a decrease of approximately $0.9 million,
or 20.0%, from approximately $4.5 million in the first
quarter of 1998. The billing and collections operations did
not incur physician and other provider services costs and
expenses.
     Physician and other provider services costs and
expenses of the HMOs declined because the Company sold those
businesses during 1998. DHP reported approximately $9.0
million of physician and other provider services costs in
the first quarter of 1998. HPSE reported approximately $24.7
million of physician and other provider services costs in
the first quarter of 1998.
     Medical Support Services Costs and Expenses. Medical
support services costs and expenses include all other direct
costs and expenses of practice management activities, as
well as billing, collection and physician business
management services costs and expenses. Medical support
services costs and expenses increased by $0.4 million, or
5.0%, to $8.4 million in the first quarter of 1999 from $7.9
million in the first quarter of 1998. Medical support
services costs and expenses increased as follows:
                            3 months ended March 31,
                     1999     1998    Increase     %
   Ongoing businesses $8.4   $7.9      $0.5     6.3%
   Divested operations 0.0    0.0       0.0       --
                       $8.4   $7.9      $0.5     6.3%

     In the first quarter of 1999, medical support services
costs and expenses for the physician contract services group
were approximately $1.6 million. This represented a increase
of $0.3 million, or 23.1%, from $1.3 million in the first
quarter of 1998. The government services group's expenses
were approximately $0.4 million in the first quarter of
1999, representing a decrease of approximately $0.3 million,
or 42.9%, from approximately $0.7 million in the first
quarter of 1998. The billing and collections group's
expenses were approximately $6.4 million in the first
quarter of 1999 representing an increase of approximately
$0.5 million, or 8.5%, from approximately $5.9 million in
the first quarter of 1998.
     Selling, General and Administrative Costs and Expenses.
Selling, general and administrative costs and expenses
decreased by $4.4 million, or 37.6%, to $7.3 million in the
first quarter 1999 from $11.7 million in the first quarter
1998. Selling, general and administrative costs and expenses
decreased as follows:
                       3 months ended March 31,
                     1999     1998   (Decrease)    %
   Ongoing businesses $7.3   $7.7     $(0.4)    (5.2)%
   Divested operations 0.0    4.0      (4.0)  (100.0)
                       $7.3  $11.7     $(4.4)   (37.6)%

     In the first quarter of 1999, selling general and
administrative costs and expenses for the Physician Contract
group were $4.8 million in the first quarter of 1999, this
represented a decrease of $0.1 million, or 2.0%, from $4.9
million in the first quarter of 1998. The government
services group's expenses were $0.3 million in the first
quarter of 1999, this represented a decrease of $0.1
million, or 25.0%, from $0.4 million in the first quarter of
1998. The billing and collections group's expenses were $0.4
million in the first quarter of 1999 representing a decrease
of $0.2 million, or 33.3%, from $0.6 million in the first
quarter of 1998. Selling, general and administrative costs
and expenses for the corporate group were $1.8 million in
the first quarter of 1999 and the first quarter of 1998.
Approximately $1.3 million  related to accounts receivable
sales and subservicing programs costs are included in
selling, general and administrative costs and expenses for
the first quarter of 1999 compared to $1.9 million in the
first quarter of 1998.
     Selling, general and administrative costs and expenses
of the HMOs declined because the Company sold those
businesses during 1998. DHP reported approximately $1.1
million of selling, general and administrative costs and
expenses in the first quarter 1998. HPSE reported
approximately $3.2 million of selling, general and
administrative costs and expenses in the first quarter 1998.
     Related party expense, net. Related party expenses, net
decreased by $0.3 million, or 75.0%, to $0.1 million in the
first quarter 1999 from $0.4 million in the first quarter
1998. The decrease is primarily due to an affiliate of the
Company being purchased by an unaffiliated party in May
1998.
     Other income (expense). Other income (expenses)
increased by $0.5 million or 32.4%, to $2.4 million in the
first quarter of 1999 from $1.9 million in the first quarter
of 1998.
     Benefit for income taxes. There was no benefit for
income taxes recorded for the first quarter of 1999 or 1998.
The Company expects to record no tax expense or benefit,
other than as a result of potential asset dispositions,
until the Company returns to profitability in the future.
     Net Loss. Primarily as a result of the foregoing, the
Company reported a net loss of $2.3 million in the first
quarter of 1999 compared to a net loss of $4.6 million in
the first quarter of 1998.

LIQUIDITY AND CAPITAL RESOURCES
     Net cash used in operating activities increased by $4.0
million, or 72.7%, for the three months ended March 31,
1999, to $9.5 million as compared to $5.5 million for the
three months ended March 31, 1998. The Company's net use of
cash to support operating activities resulted primarily from
operating losses, increases in accounts receivable,
reduction of accounts payable and amounts due to related
parties. Net cash used in investing activities decreased by
$5.6 million, or 96.7% for the three months ended March 31,
1999, to $.2 million from $5.8 million for the three months
ended March 31, 1998. Net cash provided by financing
activities increased by $8.8 million, or 275.0%, to $12.0
million for the three months ended March 31, 1999 from $3.2
million for the three months ended March 31, 1998. The
increase represented additional funding under the sales and
subservcing agreements with various affiliates of National
Century Financial Enterprises, Inc. ("NCFE").
The Company expects to satisfy its anticipated demands and
commitments for cash in the next twelve months from the
amounts available under the various agreements with NCFE, as
well as a reduction in cash used in operations. The Company
continues to review of all aspects of the business units and
implement actions to improve cash flow and profitability.
Among the key actions being implemented by the Company are
changes in the method of compensating the independent
contractor physicians under the Practice Partners Program.
The Company also centralized certain administrative tasks
and is evaluating ways of expanding its customer base. The
primary objectives are to increase cash flow to continue to
repay debt, to improve overall financial results and improve
the Company's stock price. Until the Company significantly
improves cash flows, it will be dependent upon the continued
weekly purchases of eligible accounts receivable by NCFE and
the line of credit provided by an affiliate of NCFE in order
to meet its obligations.


YEAR 2000 ISSUES
The Company places significant reliance upon information
technology for day to day operations. The Company's reliance
on non-Information Technology systems is not significant. In
1997, the Company began a review of computer applications
and platforms to determine that they are Year 2000 compliant
before December 31, 1999. The Company has not completed the
review of all applications, but has reasonable assurance
that major applications covering billing and certain general
ledger applications have been reviewed and are Year 2000
compliant. The balance of the system reviews and
modifications are expected to be completed before
experiencing any adverse consequences. The Company plans to
complete any significant reviews, testing and modifications
by September 30, 1999. The costs of the project to date have
not been material and the Company does not expect the
estimated costs to complete this project to be material to
the Company's consolidated financial position or the results
of operations. Further, the significant reallocation of
resources has not been required to address Year 2000 issues.
     The Company relies on a number of outside parties to
process claims for emergency department visits. The outside
parties are computer processing and telecommunications
vendors, insurance companies, HMOs and entities that process
claims on behalf of Medicare and state Medicaid programs. A
large amount of claims submitted to payors are transmitted
electronically. If electronic submission of claims is not
possible because of Year 2000 issues, the Company could
produce paper claims instead. Processing of paper claims
could also delay reimbursements to the Company.
     The Company is monitoring the progress of these outside
parties toward Year 2000 compliance. If Year 2000 issues are
not properly addressed by entities that pay for services
provided by the Company, including entities under contract
with HCFA, operating results and cash flows could be
significantly impacted. If cash flows are interrupted, the
Company would seek to utilize available lines of credit or
other financing sources. There can be no assurances at this
time that the lines of credit or other financing sources
would be sufficient if such an interruption in cash flow
occurs. The Company will continue to monitor the progress of
these outside parties through written communications, joint
tests of hardware and software and review of contingency
plans.
     
     Forward-looking Information or Statements: Except
     for statements of historical fact, statements made
     herein are forward-looking in nature and are
     inherently subject to uncertainties. The actual
     results of the Company may differ materially from
     those reflected in the forward-looking statements
     based on a number of important risk factors,
     including, but not limited to: the level and
     timing of improvements in the operations of the
     Company's businesses; the possibility that the
     Company may not be able to improve operations as
     planned; the inability to obtain continued and/or
     additional necessary working capital financing as
     needed; and other important factors discussed
     above under "Other Trends and Uncertainties" and
     disclosed from time to time in the Company's Form
     10-K, Form 10-Q and other periodic reports filed
     with the Securities and Exchange Commission.

PART II - OTHER INFORMATION

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

(a) Exhibits
     None

(b) Reports on Form 8-K
     None









Date: May 17, 1999

                              COASTAL PHYSICIAN GROUP, INC.

                              By:  /S/ Steven M. Scott, M.D.
                                   Steven M. Scott, M.D.
                                   Chairman of the Board of
Directors, President and           Chief Executive Officer

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

Name                       Title                    Date

/S/Steven M. Scott, M.D.   Chairman of the Board  May
17,1999              Steven M. Scott, M.D.   Directors,
President and
Chief Executive Officer


/S/W. Randall Dickerson                            Executive
Vice President,      May 17, 1999
  W. Randall Dickerson                             Chief
Financial Officer and Chief
                      Accounting Officer