<PAGE>   1
                                   FORM 10-QSB

(Mark One)


/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1996

/ /      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 33-94826-NY


                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
           (Name of small business issuer as specified in its charter)

 
          New Jersey                                             22-3273637
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


Princeton Pike Corporate Center, 1009 Lenox Drive, Lawrenceville, NJ    08648
            (Address of principal executive offices)                  (Zip Code)


Issuer's telephone number : (609)-896-1233


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date : As of November 1, 1996, there were
4,646 shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (Check one) :  Yes        No   X
                                                                -----     ------

<PAGE>   2
                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                              INDEX TO FORM 10-QSB



PART I - FINANCIAL INFORMATION


<TABLE>
<CAPTION>
<S>                                                                                       <C>
         ITEM 1.  Financial Statements

                  Balance Sheets as of September 30, 1996 and December 31, 1995            3

                  Statements of Operations for the Three and Nine Months Ended
                           September 30, 1996 and 1995                                     4

                  Statements of Changes in Shareholders' Equity for the Nine Months Ended
                           September 30, 1996  and the Year Ended December 31, 1995        5

                  Statements of Cash Flows for the Nine Months Ended
                           September 30, 1996 and 1995                                     6

                  Notes to Financial Statements                                            7


         ITEM 2.  Management's Discussion and Analysis of Financial Condition and
                           Results of Operations                                           8


PART II - OTHER INFORMATION


         ITEM 6.  Reports on Form 8-K                                                      10

                  Exhibits                                                                 11

                  Signatures                                                               12
</TABLE>


                                       2

<PAGE>   3
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                    SEPTEMBER 30,        DECEMBER 31,
                                                        1996                 1995
-------------------------------------------------------------------------------------
                                                     (UNAUDITED)
ASSETS

    CURRENT ASSETS
<S>                                                  <C>                 <C>         
        Cash and cash equivalents                    $  4,443,769        $  5,308,465
        Short-term investments                          4,903,274           3,980,627
        Working capital advance                           641,057              23,723
        Prepaid and other assets                          411,892             228,627
                                                     ------------        ------------
                TOTAL CURRENT ASSETS                   10,399,992           9,541,442

        Investments                                       576,143             565,723
        Furniture and equipment, net                    1,510,063           1,757,018
        Deferred offering costs                                               450,000
        Other assets                                       50,000              50,000
                                                     ------------        ------------

                TOTAL ASSETS                         $ 12,536,198        $ 12,364,183
                                                     ============        ============

LIABILITIES AND SHAREHOLDERS' EQUITY

    LIABILITIES

        Accounts payable                             $    366,171        $    255,159
        Accrued expenses                                  688,768             576,696
        Medical costs payable                             342,996               1,862
        Third party payables                              184,525
        Other liabilities                                 320,573              15,433
                                                     ------------        ------------

                TOTAL LIABILITIES                       1,903,033             849,150
                                                     ------------        ------------

    SHAREHOLDERS' EQUITY

        Common Stock, subject to redemption
             (no par; 20,000 authorized; 4,646
            and 3,515 issued and outstanding )         23,798,000          17,575,000
        Paid in capital                                    43,214              24,838
        Net unrealized gains on investments                 1,375              21,645
        Retained deficit                              (13,209,424)         (6,106,450)
                                                     ------------        ------------


                TOTAL SHAREHOLDERS' EQUITY             10,633,165          11,515,033
                                                     ------------        ------------

                TOTAL LIABILITIES AND                $ 12,536,198        $ 12,364,183
                SHAREHOLDERS' EQUITY           
                                                     ============        ============
</TABLE>

                             See accompanying notes.


                                       3


<PAGE>   4
                 PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                         FOR THE THREE       FOR THE THREE      FOR THE NINE      FOR THE NINE
                                         MONTHS ENDED        MONTHS ENDED       MONTHS ENDED      MONTHS ENDED
                                         SEPTEMBER 30,       SEPTEMBER 30,      SEPTEMBER 30,     SEPTEMBER 30,
                                             1996                1995               1996              1995
--------------------------------------------------------------------------------------------------------------
REVENUE
<S>                                       <C>                <C>                <C>                <C>        
        Premiums earned                   $   541,005        $        --        $   869,554        $        --
        Interest income, net                  172,968            139,037            426,329            528,000
        Other revenue                          22,836                 --             35,974                 --             
                                          -----------        -----------        -----------        -----------

            TOTAL REVENUE                     736,809            139,037          1,331,857            528,000
                                          -----------        -----------        -----------        -----------

EXPENSES

        Medical costs                         589,091                 --            858,500                 --
        Professional services                 848,555            897,574          2,937,619          1,892,338
        Compensation and benefits             525,918            540,911          2,269,440          1,076,017
        General and administrative            439,583            188,634          1,539,726            550,880
        Insurance                              31,890             41,345            129,546             47,349
                                          -----------        -----------        -----------        -----------

            TOTAL EXPENSES INCURRED         2,435,037          1,668,464          7,734,831          3,566,584
                                          -----------        -----------        -----------        -----------

NET LOSS                                  $(1,698,228)       $(1,529,427)       $(6,402,974)       $(3,038,584)
                                          ===========        ===========        ===========        ===========


Net loss per common share                 $      (340)       $      (439)       $    (1,528)       $      (864)
                                          ===========        ===========        ===========        ===========
</TABLE>


                             See accompanying notes.


                                       4

<PAGE>   5
                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                  STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                   NET
                                                                UNREALIZED                          TOTAL
                                    COMMON          PAID IN      GAINS ON       ACCUMULATED     SHAREHOLDERS'
                                    STOCK           CAPITAL     INVESTMENTS       DEFICIT          EQUITY
------------------------------------------------------------------------------------------------------------

<S>                               <C>              <C>           <C>            <C>             <C>         
BALANCE AT DECEMBER 31, 1994      $17,750,000      $    --       $     --       $(1,440,338)    $ 16,309,662
                                                                                              
Common stock redeemed                                                                         
     (35 shares)                     (175,000)      24,838                                          (150,162)
                                                                                              
                                                                                              
Change in net unrealized                                                                      
gains                                                              21,645                             21,645
                                                                                              
Net loss                                                                         (4,666,112)      (4,666,112)
                                  -----------      -------       --------       -----------     ------------
                                                                                              
BALANCE AT DECEMBER 31, 1995       17,575,000       24,838         21,645        (6,106,450)      11,515,033
                                                                                              
Common stock issued                 6,248,000                                      (700,000)       5,548,000
        net (1136 shares)                                                                     
Common stock redeemed                               18,376                                            (6,624)
        (5 shares)                    (25,000)                                                        
                                                                                              
Change in net unrealized gains                                    (20,270)                           (20,270)
                                                                                              
Net loss                                                                         (6,402,974)      (6,402,974)
                                  -----------      -------       --------      ------------     ------------
                                                                                              
BALANCE AT SEPT. 30, 1996                                                                     
        (UNAUDITED)               $23,798,000      $43,214       $  1,375      $(13,209,424)    $ 10,633,165
                                  ===========      =======       ========      ============     ============
</TABLE>
                                                            
                             See accompanying notes.
                                                              

                                       5


<PAGE>   6
                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                FOR THE NINE         FOR THE NINE
                                                                MONTHS ENDED         MONTHS ENDED
                                                                SEPTEMBER 30,        SEPTEMBER 30,
                                                                    1996                  1995
-------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES :
<S>                                                              <C>                <C>          
    Net Loss                                                     $(6,402,974)       $ (3,038,584)

    Adjustment to reconcile net loss to net cash used for 
      operating activities :

          Depreciation and amortization                              341,746              44,398
          Decrease (increase) in advances to management
              company                                               (617,334)            396,622
          Increase in prepaid and other assets                      (183,265)           (485,904)
          Increase (decrease) in accounts payable                    111,012            (308,125)
          Increase in accrued expenses                               112,072                  --
          Increase in medical costs payable                          341,134                  --
          Increase in third party payables                           184,525                  --
          Increase in other liabilities                              305,140                  --
                                                                 -----------        ------------

NET CASH USED IN OPERATING ACTIVITIES                             (5,807,944)         (3,391,593)
                                                                 -----------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES :
      Purchase of investments                                             --          (4,825,197)
      Proceeds from investments matured                                   --          12,515,000
      Purchase of equipment                                         (125,481)         (1,147,250)
      Purchase of short term investments                            (922,647)                 --
                                                                 -----------        ------------

NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES                  (1,048,128)          6,542,553

                                                                 -----------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES :

    Common stock issued                                            5,998,000                  --
    Redemption of common stock                                        (6,624)           (100,000)
                                                                 -----------        ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                          5,991,376            (100,000)
                                                                 -----------        ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (864,696)          3,050,960
Cash and cash equivalents, beginning of period                     5,308,465           3,824,277
                                                                 -----------        ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                         $ 4,443,769        $  6,875,237
                                                                 ===========        ============
</TABLE>


                             See accompanying notes.


                                       6

<PAGE>   7
                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                          NOTES TO FINANCIAL STATEMENTS

1.  UNAUDITED FINANCIAL STATEMENTS

The financial information for the nine and three months ended September 30, 1996
and 1995 included herein is unaudited. Such information includes all
adjustments, consisting of a normal and recurring nature, which in the opinion
of management, are necessary for a fair presentation of the Company's Balance
Sheets, Statements of Operations, Statements of Changes in Shareholders' Equity
and Cash Flows in accordance with generally accepted accounting principles. Such
information should be read in conjunction with Management's Discussion and
Analysis and the Notes to Financial Statements incorporated by reference to the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1995.

2.  SECOND OFFERING

During 1996, the Company sold 1,136 shares under a second offering. The proceeds
of this offering, net of the costs incurred, have been reflected as Common Stock
issued. For the nine and three months ended September 30, 1996, the calculation
for "Net Loss per Common Share" includes the weighted average number of shares
issued through the second offering.

3.  ADMINISTRATIVE SERVICE ONLY (ASO") CONTRACTS

Self-insured contract activity represents contracts for which the various
employers retain all health care service risks, while the Plan assumes
administrative risk. The Plan does not reflect payment of ASO claims in its
Statement of Operations. Administrative service fees relating to this business
are recognized in Other Income in the period in which services are rendered.


                                       7


<PAGE>   8
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS

GENERAL

The Company is a Health Maintenance Organization ("HMO") which received approval
to operate in all 21 counties of New Jersey in January, 1996. The Company's
products provide for comprehensive medical coverage in exchange for a prepaid
fixed monthly premium in the small (less than 50 employees) and large employer
market in New Jersey.

Enrollment at the end of the third quarter, 1996 has grown to 2,278 members.
While membership has been increasing steadily on a month to month basis,
enrollment results have not met expectations. Several factors have been
identified which contributed to the slower than expected start. To address these
factors and their impact on the Company, a three part plan has been adopted.

Part One:  Capital Preservation

In response to a continuing need for capital and low premium levels, the Company
has implemented a capital preservation strategy. As a result, administrative
expenditures have been reduced and are in line with reforecasted revenue and
budget projections. This reforecast is based on the Company's experience to date
and anticipated future progress. Implementation of this strategy should result
in continued viability and compliance with reserve requirements.

Part Two:  Marketing and Sales Strategy

Pricing, network access and product were identified as obstacles inhibiting
enrollment growth. The Company has responded to these market conditions by
holding the line on premium rates through July 1997; recruiting additional
primary care physicians; adding a Point of Service (POS) option, and targeting
marketing and sales in selected geographic areas. This response repositions the
Company to offer a more competitive product with an expanded network.

Part Three:  New Initiatives

In August, 1996, the Company began plans to offer "private label" products,
scheduled to be available in early 1997. These products are offered under the
Company's license but are identified with local providers. The Company believes
that growth in the small group market will be enhanced by the private label
plans with their local appeal. The Company also initiated phase one of its
unique "Care Model" program in August, 1996, designed to create 24 hour access
to referrals, counseling, self-help and health education. It maintains managed
care's focus on cost effective quality care while removing artificial barriers
to appropriate access and providing around the clock access to health
professionals.

OPERATIONS

Premiums and investment income were the major sources of revenue for the three
and nine months ended September 30, 1996. Premium income is generated largely
through commercial HMO and Point-of-Service ("POS") business sold in the small
employer (less than 50 employees) market. The adoption, earlier this year, of
the proposed regulations allowing HMOs to offer a POS product has contributed to
increased sales. POS business represents approximately 75% of the Company's
total membership.

Investment income for the three months ended September 30, 1996 increased over
the third quarter 1995 due to the favorable impact of the funds from the second
offering. Investment income for the nine months ended September 30,1996 was
lower due to lower invested net assets.


                                       8


<PAGE>   9
Other income represents administrative service fees relating to the self-funded
organizations which access the Company's Preferred Provider Organization
network.

The increase in medical claims cost is commensurate with the increase in
premiums. Due to the lack of historical experience, the Company maintains a
reserve equivalent to a targeted loss ratio. Based upon the review of the claims
to date, management believes the reserve to be appropriate.

Operating expenses for the three and nine months ended September 30, 1996
increased as compared to the same periods for the previous year. In 1995,
expenditures and personnel acquisitions were delayed until receipt of the
original Certificate of Authority in August 1995. At September 30, 1996,
operating expenses were consistent with reforecasted budgeted amounts.

No tax benefit for operating losses has been recognized in the financial
statements because the realization of such benefits would be dependent upon
achieving future operating profits, which cannot be reasonably assured.

FINANCIAL CONDITION

At September 30, 1996, total assets were $12,536,198, representing an increase
of $172,015 from December 31, 1995. This is largely attributable to the proceeds
received from the second offering, offset by the net loss from operations. The
$641,057 working capital advance at September 30, 1996 represents funds
transferred to the management company to fund future operations.

The increase in prepaid and other assets is mainly due to the renewal of
insurance coverage in the third quarter. Deferred offering costs were held as an
asset until the expiration of the second offering. These costs are reflected as
a reduction to the proceeds received from the second offering at September 30,
1996.

Accrued expenses represent the estimates for services provided to the
organization for which no bill has been received. The largest components of the
accrued expenses relate to vendor fees and rent expense recognized for GAAP
reporting purposes but not yet paid.

The increase in medical costs payable has increased in proportion to the
increase in premium.

Third party payables represent the payments due to providers in the PPO network
which have been funded by the self-funded employer groups.

The increase in other liabilities is largely due to an increase in a funds held
liability for the reinsurance program associated with the POS product. In New
Jersey, an HMO cannot retain any risk for the self-referred out-of-network
claims of the POS product. The Company must cede a percentage of premium to the
reinsurer for this program. As the Company incurs opt-out claims, this liability
will be reduced. Because the Company did not offer the POS product until April,
the Company has not experienced significant utilization of the product. Based on
industry statistics, utilization in the beginning months of the new plan are
lower than mature plans.


LIQUIDITY AND CAPITAL RESOURCES

The Company's initial offering was conducted for the purpose of raising the
capital necessary to fund its operations until the Company received its
Certificate of Authority and to fund operating deficits until such time as the
Company begins to operate at a profit. The Company's secondary offering was
intended to 


                                       9


<PAGE>   10
expand the network of physicians, expand the Company's programs and
infrastructure and to enhance the Company's equity position. If operational
deficits are greater than estimated, the net proceeds from the second offering
will be used to fund such deficits.

Due to lower than anticipated membership levels, the Company has implemented a
strategy to more appropriately align operating expenses with the membership
level. This results in a preservation of the Company's existing capital base.
The Company will focus its resources on targeted membership growth opportunities
and value added processes.

If the proceeds from the initial and second offerings are inadequate to fund the
Company's operations, the Company may need to seek additional financing from
alternative sources. The Company has retained an outside firm to assist in the
evaluation of alternative sources of funds.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings
The Company is not involved in any substantive legal proceedings.

Items 2 through 4 are not applicable

Item 5 - Other Information

The Company's By Laws provide that the officers of the Company are elected by
the Board of Directors, while the Board is elected by all shareholders. On May
2, 1996, Dr. Raymond Kenny resigned from his position as Treasurer. At that
time, Dr. Bessie Sullivan was elected as the Treasurer.

Subsequently, on July 8, 1996, Dr. Joseph Billotti was elected by the Board of
Directors as the Chairman of the Board. This position was previously held by Dr.
Henry D. Rosin. Dr. Rosin remains a member of the Board of Directors of the
Company. Other officer changes are as follows:

     Title            Previous Officer               Newly Elected Officer
     -----            ----------------               ---------------------
                    
Vice Chairman        Joseph Billotti, M.D.           Rajendra Prasad Gupta, M.D.
Secretary            Rajendra Prasad Gupta, M.D.     Raymond Kenny, M.D.
                  
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

         Reference is made to the Index of Exhibits hereinafter contained on
         PAGE 11.

(b)      REPORTS ON FORM 8-K

         No reports on Form 8-K were filed during the quarter for which this
         report on Form 10-QSB is being filed.


                                       10


<PAGE>   11
                                INDEX TO EXHIBITS

     EXHIBIT NO.                        EXHIBIT
--------------------------------------------------------------------------------

         3.1      Articles of Incorporation (incorporated by reference to
                  Exhibit 3.1 to the Registrant's Registration Statement on Form
                  SB-2)

         3.2      By-Laws (incorporated by reference to Exhibit 3.2 to the
                  Registrant's Registration Statement on Form SB-2)

         4.1      Secondary Offering Prospectus, as approved by the Securities
                  Exchange Commission on November 9, 1995, detailing rights of
                  security holders (incorporated by reference to the
                  Registrant's Registration Statement on Form SB-2)

         10.1     Physician Participation Agreement with Registrant, and
                  amendment thereto (incorporated by reference to the
                  Registrant's Annual Report on Form 10-KSB for the year ended
                  December 31, 1995)

         10.2     Hospital Letter of Agreement with Registrant (incorporated by
                  reference to Exhibit 10.2 to the Registrant's Registration
                  Statement on Form SB-2)

         10.3     Hospital Participation Agreement with Registrant (incorporated
                  by reference to Exhibit 10.3 to the Registrant's Quarterly
                  Report on Form 10-QSB for the quarter ended June 30, 1996)

         10.4     Revised Management Agreement by and between Medical Group
                  Management, Inc. and the Registrant (incorporated by reference
                  to Exhibit 10.8 to the Registrant's Registration Statement on
                  Form SB-2)

         10.5     Capital Management Agreement between New England Asset
                  Management and Registrant (incorporated by reference to
                  Exhibit 10.9 to the Registrant's Registration Statement on
                  Form SB-2)

         10.6     Letter of Intent between Acordia of Southern California and
                  Medical Group Management, Inc. (incorporated by reference to
                  Exhibit 10.10 to the Registrant's Registration Statement on
                  Form SB-2)

         10.7     Lease for Registrant's facility (incorporated by reference to
                  Exhibit 10.11 to the Registrant's Registration Statement on
                  Form SB-2)

         27       Financial Data Schedule


                                       11

<PAGE>   12
                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.

                            /s/ Joseph Billotti, M.D.
                        --------------------------------
                            JOSEPH D. BILLOTTI, M.D.
                                    PRESIDENT

    /s/ Ernest Monfiletto                             /s/ Hugo Kostilni
-----------------------------------          -----------------------------------
      ERNEST MONFILETTO                                 HUGO KOSTELNI
      PRESIDENT AND CEO                            CHIEF FINANCIAL OFFICER
 MEDICAL GROUP MANAGEMENT, INC.                 MEDICAL GROUP MANAGEMENT, INC.


                            DATED : November 20, 1996

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                           TITLE                              DATE
---------                           -----                              ----

<S>                                 <C>                          <C> 
JOSEPH D. BILLOTT I, M.D.           Chairman of the Board and    November 20, 1996
Joseph D. Billotti, M.D.                    President

RAJ PRASAD GUPTA, M.D.              Vice Chairman and Director   November 20, 1996
Raj Prasad Gupta, M.D.

RAYMOND P. KENNY, M.D.              Secretary and Director       November 20, 1996
Raymond P. Kenny, M.D.

BESSIE M. SULLIVAN, M.D.            Treasurer and Director       November 20, 1996
Bessie M. Sullivan,  M.D.

STANLEY BLOOM, M.D.                 Director                     November 20, 1996
Stanley Bloom, M.D.

WILLIAM F. BRENNAN, D.O.            Director                     November 20, 1996
William F. Brennan, D.O.

LEE HINDIN, M.D.                    Director                     November 20, 1996
Lee Hindin, M.D.

ALEXANDER R. HOROWITZ, M.D.         Director                     November 20, 1996
Alexander R. Horowitz, M.D.

LOUIS KEELER, M.D.                  Director                     November 20, 1996
Louis Keeler, M.D.
</TABLE>


                                       12


<PAGE>   13
<TABLE>
<CAPTION>
SIGNATURE                           TITLE                        DATE
---------                           -----                        ----

<S>                                 <C>                          <C> 
LINDA KORMAN, M.D.                  Director                     November 20, 1996
Linda Korman, M.D.

STEPHEN P. LANDAUER, M.D.           Director                     November 20, 1996
Stephen P. Landauer, M.D.

MARK LEVEY, M.D.                    Director                     November 20, 1996
Mark Levey, M.D.

MARTIN S. LEVINE, D.O.              Director                     November 20, 1996
Martin S. LEVINE, D.O.

NANCY L. MUELLER, M.D.              Director                     November 20, 1996
Nancy L. Mueller, M.D.

MARK T. OLESNICKY, M.D.             Director                     November 20, 1996
Mark T. Olesnicky, M.D.

EMMONS G. PAINE, M.D.               Director                     November 20, 1996
Emmons G. Paine, M.D.

FRED M. PALACE, M.D.                Director                     November 20, 1996
Fred M. Palace, M.D.

BARRY PRYSTOWSKY, M.D.              Director                     November 20, 1996
Barry Prystowsky, M.D.

THOMAS R.C. REUTTER, JR. D.O.       Director                     November 20, 1996
Thomas R.C. Reutter, Jr., D.O.

HENRY D. ROSIN, M.D.                Director                     November 20, 1996
Henry D. Rosin, M.D.

IAN SAMSON, M.D.                    Director                     November 20, 1996
Ian Samson, M.D.

DAVID L. SIROTA, D.O.               Director                     November 20, 1996
David L. Sirota, D.O.

VINCENT J. VIVONA, D.O., J.D.       Director                     November 20, 1996
Vincent J. Vivona, D.O., J.D.
</TABLE>


                                       13