<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 June 30, 1998.

[ ]   TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                For the transition period from _____ to _____.

                       COMMISSION FILE NUMBER 000-22719
                                              ---------

                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.)



c/o The Pace Group, Inc., 12160 Abrams Road, Suite 409, Dallas, Texas   75243
                (Address of principal executive offices)              (zip code)

Issuer's telephone number:    c/o (800) 422-5611
                              ------------------

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 share outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:  As of June 30, 1998, there
were 4,628 shares of Common Stock outstanding.


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


<PAGE>   2


                             Index to Form 10-QSB

<TABLE>
<CAPTION>
Part I - Financial Information

      Item 1.     Financial Statements

            <S>                                                                                     <C>
            Statements of Net Assets in Liquidation June 30, 1998 (unaudited) and
                    December 31, 1997                                                               3

            Statement of Changes in Net Assets in Liquidation for the Three Months Ended 
                    June 30, 1998                                                                   4

            Statement of Changes in Net Assets in Liquidation for the Six Months Ended
                    June 30, 1998                                                                   5

            Statement of Operations for the Three Months Ended June 30, 1997                        6

            Statement of Operations for the Six Months Ended June 30, 1997                          7

            Statement of Cash Flows for the Twelve Months Ended December 31, 1997                   8

            Notes to Financial Statements                                                           9
</TABLE>

      Item 2.     Management's Plan of Operation


Part II - Other Information

      Item 1.     Legal Proceedings

      Item 2.     [Omitted]

      Item 3.     [Omitted]

      Item 4.     [Omitted]

      Item 5.     [Omitted]

      Item 6.     Exhibits and Reports on Form 8-K


<PAGE>   3


Part I - Financial Information

Item 1.     Financial Statements

                PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                   STATEMENTS OF NET ASSETS IN LIQUIDATION

<TABLE>
<CAPTION>
                                                    JUNE 30       DECEMBER 31
                                                     1998             1997
                                                 (unaudited)        
------------------------------------------------------------------------------

<S>                                                  <C>        <C>    
ASSETS
                                                                            
      Cash                                           1,848,516  $   1,504,664
      Investments                                    4,139,996      6,529,250
      Investments Held for Others                    1,637,524              0
      Other                                            162,863        603,909



LIABILITIES
                                                                 
      Claims Payable                                   704,272  $   3,000,000
      Accounts Payable                                 487,807        839,555
      Due to Management Company                      1,637,524              0
      Other Liabilities                                 71,735              0
                                                                --------------


                                                               
                      Net Assets in Liquidation      4,887,561  $   4,798,268
                                                                ==============
</TABLE>

                           See accompanying notes.


<PAGE>   4


                PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
              STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                For the Three
                                                Months Ended
                                                June 30, 1998
----------------------------------------------------------------

<S>                                             <C>    
Net Assets in Liquidation at Beginning of
Period:                                               4,998,026

      Investment Income                                 140,661
      Professional Services                            (151,079)
      General and Administrative                       (131,269)
      Premiums                                           31,222
                                                ----------------

            Increase (Decrease)                        (110,465)
                                                ================

Net Assets in Liquidation at End of Period:           4,887,561
                                                ================

            Net Income/Loss per Common Share                (24)
                                                ================

            Weighted Average Number of Shares             4,628
                                                ================
</TABLE>

                           See accompanying notes.



<PAGE>   5


                PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
              STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                 For the Six
                                                Months Ended
                                                June 30, 1998
----------------------------------------------------------------

<S>                                           <C>
Net Assets in Liquidation at Beginning of
Period:                                               4,798,268

      Investment Income                                 250,020
      Professional Services                            (301,978)
      General and Administrative                       (231,517)
      Premiums                                          372,768
                                              ------------------

            Increase (Decrease)                          89,293
                                              ==================

Net Assets in Liquidation at End of Period:           4,887,561
                                              ==================

            Net Income/Loss per Common Share                 19
                                              ==================

            Weighted Average Number of Shares             4,628
                                              ==================
</TABLE>

                           See accompanying notes.



<PAGE>   6


                PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                           STATEMENT OF OPERATIONS
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                 FOR THE THREE
                                                  MONTHS ENDED
                                                 JUNE 30, 1997

        <S>                                      <C>
        REVENUE

           Premiums, net of reinsurance          $    2,160,040
           Interest income, net                          83,367
           Other revenue                                 27,366
                                                 ---------------


              Total Revenue                           2,270,773

        EXPENSES

           Medical costs                              3,077,077
           Professional services                      1,242,481
           Compensation and benefits                    314,126
           Provision for Loss on Furniture and
           Equipment                                    760,000
           General and administrative                   394,595
           Insurance                                     38,109
                                                 ---------------

              Total expenses incurred                 5,826,388
                                                 ---------------

                                                              
        Net Loss                                 $  (3,555,615)
                                                 ===============

                                                              
             Net loss per common share           $        (768)
                                                 ===============
</TABLE>

                           See accompanying notes.






<PAGE>   7


                PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                           STATEMENT OF OPERATIONS
                                 (UNAUDITED)


<TABLE>
<CAPTION>
                                                  FOR THE SIX
                                                  MONTHS ENDED
                                                 JUNE 30, 1997

        <S>                                      <C>
        REVENUE
                                                              
           Premiums, net of reinsurance          $    4,216,303
           Interest income, net                         287,918
           Other revenue                                 70,811
                                                 ---------------


              Total Revenue                           4,575,032

        EXPENSES

           Medical costs                              4,719,203
           Professional services                      2,335,949
           Compensation and benefits                    689,238
           Provision for Loss on Furniture and
           Equipment                                    760,000
           General and administrative                   768,471
           Insurance                                     73,027
                                                 ---------------

              Total expenses incurred                 9,345,888
                                                 ===============

                                                              
        Net Loss                                 $  (4,770,856)
                                                 ===============

                                                              
             Net loss per common share           $      (1,030)
                                                 ===============
</TABLE>

                           See accompanying notes.






<PAGE>   8


                PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                           STATEMENT OF CASH FLOWS
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                             For the Twelve 
                                              Months Ended
                                            December 31, 1997
-------------------------------------------------------------

<S>                                           <C>
Cash flows from operating activities:
                                                           
   Net Loss                                   $  (4,380,226)
   Adjustment to reconcile net loss to net
      cash used for operating activities:
      Provision for Loss on Furniture and 
       Equipment                                     760,000
      Depreciation and amortization                  236.006
      Advances to management company                 430,929
      Premium receivable                           (228,677)
      Accounts payable and accrued expenses           57,127
      Claims payable                               1,455,353
      Reinsurance recoverable on claims
      payable                                              0
      Other liabilities                            (113,270)
      Other assets                                  (35,411)
      Funds held for reinsurer                             0
                                              ---------------

   Net cash used in operating activities         (1,818,169)
                                              ---------------


Cash flows from investing activities:

      Proceeds from sale of equipment                324,861
      Purchase of equipment                                0
      Proceeds from investments matured            5,268,528
      Cost of investments acquired               (7,833,901)
                                              ---------------

   Net cash provided (used) in investing
      activities                                 (2,240,512)
                                              ---------------


Cash flows from financing activities:

      Common stock subscribed                              0
      Increase in deferred offering costs                  0
                                              ---------------
      Redemption of common stock                           0
                                              ---------------

   Net cash provided by financing activities               0
                                              ---------------

Net increase (decrease) in cash and cash
   equivalents                                   (4,058,681)
Cash and cash equivalents, beginning of
   period                                          5,563,345
                                              ===============
                                                           
Cash and cash equivalents, end of period      $    1,504,664
                                              ===============
</TABLE>

                           See accompanying notes.



<PAGE>   9


                PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                JUNE 30, 1998
                                 (UNAUDITED)

1. UNAUDITED FINANCIAL STATEMENTS

The financial information for the three and six months ended June 30, 1998
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 Statements of Net Assets
in Liquidation, Statements of Operations, Statement of Changes in Net Assets in
Liquidation, Changes in Shareholders' Equity and Cash Flows in accordance with
generally accepted accounting principles. Such information should be read in
conjunction with Management's Plan of Operation included herein and the Notes to
Financial Statements included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1997. The interim operating results are not
necessarily indicative of the operating results for the full fiscal year.

As a result of the sale of its operations to HMO Blue on December 19, 1997, the
Company has changed from a going-concern basis of accounting to a liquidation
basis of accounting effective December 31, 1997.

2. LIQUIDATION BASIS OF ACCOUNTING

A liquidation basis of accounting was implemented as of December 31, 1997. The
statements of net assets in liquidation at December 31, 1997 and June 30, 1998
do not distinguish between current and long-term balances as would be reflected
if such statements had been prepared on a going-concern basis. The consolidated
statements of operations and cash flows for the quarter ended June 30, 1997 are
presented on a going-concern basis.

3. SALE OF GROUP CONTRACTS AND PROVIDER AGREEMENTS

On December 19, 1997, the Company consummated the transfer and assignment of
certain provider and subscriber contracts constituting its HMO and PPO
operations (the "Transaction") to Medigroup of New Jersey, Inc. (the
"Purchaser") or HMO Blue, the health maintenance orgainizaiton affilitated with
Blue Cross Blue Shield of New Jersey, Inc. The Company received a cash payment
of $1,839,300 as consideration for the transfer and assignment.

Although the Company has sold its operations to HMO Blue, the Company remains
responsible for the payment of claims incurred prior to the December 19, 1997
date of the closing of the transaction with HMO Blue. The Company expects that
it will surrender its COA to New Jersey insurance regulators at such time as
the regulators approve, based on the regulators' determination that the Company
has satisfied its liabilities, expected in late 1998 or early 1999. After such
surrender, it is expected that the Company will be dissolved and assets
remaining, if any, after satisfaction of the Company's liabilities will be
distributed to stockholders. Amounts distributed in respect of each outstanding
share of the Company's common stock are expected to be substantially lower than
the purchase price paid for such shares. However, the Company is unable to
determine the final amount that would be available for distribution.
Dissolution would require additional stockholder action.

4. MANAGEMENT AGREEMENT

Effective September 1, 1994, the Company entered into a management agreement
with Medical Group Management, Inc. ("MGM"), a subsidiary of New Jersey State
Medical Underwriters, Inc. ("NJSMU").  The management agreement with MGM
provided, among other things, that MGM was responsible for all administration
and management of the company.  This agreement was terminated effective as of
July 31, 1997.

Effective July 1, 1997, the Company entered into a Management Services
Agreement (the "Management Agreement") with the Purchaser.  Under the terms
of the Management Agreement, the Purchaser is providing the Company
management and administrative services necessary for the operation of the
Company including, but not limited to, claims processing, member services,
enrollment, provider assistance, utilization management and financial
services.  The cost of such services is based upon a per member per month
fee, and was lower than management fees previously paid by the Company.
After the sale of operations on December 19, 1997, the Company's Management
Agreement transitioned to a payment arrangement based on hourly fees.  For
the six months ended June 30, 1998, the Purchaser has estimated its
management fees will not exceed $60,000, and that amount has been accrued in
Accounts Payable on the June 30, 1998 Statement of Net Assets in Liquidation.

In addition, effective August 1, 1997, the Company engaged The Pace Group,
Inc. ("Pace") to provide certain management transition services and certain
corporate financial and reporting assistance not otherwise provided by the
Purchaser.

5. COMMITMENTS AND CONTINGENCIES

The Company is a defendant in an action entitled Behari vs. Physician Healthcare
Plan of New Jersey, et.al., docket number L-2397-97 in Superior Court of Morris
County, New Jersey. In that action, the Plaintiff seeks to recover unspecified
compensatory and punitive damages together with interest and litigation costs
from the Defendants for alleged wrongful termination of an employment agreement
alleged between the Plaintiff and the Defendants and for defamation, among
other related caused of action. The Company believes that it has excellent
defenses which it intends to vigorously pursue. The case is in early stages of
litigation and the Company cannot estimate the amount of potential loss at this
time.

In addition, an action entitled Benjamin Levine, M.D. vs. Physician Healthcare
Plan of New Jersey, docket number DC-2841-98, was filed in Superior Court of
New Jersey Law Division, Special Civil Part, Mercer County. The Plaintiff
sought to recover $10,000 together with interest and litigation costs from the
defendants for redemption of stock. On August 14, 1998 the Court issued a
summary judgement in connection with the action.

6. REINSURANCE

The Company renewed its reinsurance coverage to cover claims incurred through
December 19, 1997 (the closing date of the transaction with the Purchaser)
and paid within an additional 90 days.  An endorsement was negotiated to
extend the paid period for claims incurred to December 19, 1998.

ITEM 2.

MANAGEMENT'S PLAN OF OPERATION

      The following discussion should be read in conjunction with the
Financial Statements and the Notes thereto provided herein.

      The Company sold its operations to the Purchaser on December 19, 1997,
following the December 9, 1997 shareholder meeting at which the sale was
approved, and has continued efforts through 1998 year to date to wind down
operations. As a result, effective December 31, 1997, the Company changed its
basis of accounting from a going-concern basis to a liquidation basis. During
the six months ended June 30, 1998, management activities have been limited to
continuing the Company's payment of existing liabilities, stewardship of
remaining assets, and maintaining compliance as appropriate in reporting to
applicable regulatory bodies.

      Although the Company has sold its operations to HMO Blue, the Company
remains responsible for the payment of claims incurred prior to the December
19, 1997 date of the closing of the transaction with HMO Blue. The Company
expects that it will surrender its Certificate of Authority to New Jersey
insurance regulators at such time as the regulators approve, based on the
regulators' determination that the Company has satisfied its liabilities,
expected in late 1998 or early 1999.

<PAGE>   10

Results of Operations

      The Company's net income for the six months ended June 30, 1998 was
$89,293 as compared to a net loss of $(4,770,856) for the six months ended
June 30, 1997.  1998 income was generated largely from receipt of 1997 premium
revenues in the second quarter of 1998.

      For the six months ended June 30, 1998, the Company incurred
notes varied and administrative costs of $231,517, as compared to $768,471 for
the six months ended June 30, 1997. In 1998, such costs and expenses relate to
the limited management activities of the Company including, but not limited to,
costs and expenses incurred due to legal fees, actuarial and accounting
assistance, insurance, and printing and shareholder communications expenses.
The Company's administrative costs decreased relative to 1997 as the Company
disposed of leased office space, terminated all employees, and sold all
remaining fixed assets to MGM, its former management company. See Note 3 of the
Notes to Financial Statements for June 30, 1998.

      During the six months ended June 30, 1998, $2,295,728 in medical claims
were paid against the Company's existing balance of Incurred But Not Reported
(IBNR) reserves, all of which were accrued and accounted for as medical
expenses in the prior period as is appropriate per generally accepted
accounting principles. Management has elected to maintain the claims liability
remaining on a conservative basis until actual risk data concludes otherwise.
$1,900,000 of this was paid in the first quarter 1998 and the Company expects
claims amounts to continue to decline.

      During the six months ended June 30, 1998, the Company earned $250,020
in investment income, as compared to $287,918 earned during the six months
ended June 30, 1997.  The decrease in investment income was principally the
result of reduced investment levels following the operating losses incurred
during 1997, partially offset by the investment of proceeds of the sale of
contracts to the Purchaser in the amount of 1,839,300.

Liquidity and Capital Resources

General

      As of June 30, 1998, the Company had approximately $7.6 million in cash
and cash equivalents and investments in U.S. Treasury obligations.
Management believes sufficient liquid funds are available to satisfy any
remaining liabilities, medical or otherwise, likely to occur in the near
future (including, without limitation, costs and expenses related to the
administration of liquidation such as legal and actuarial fees, insurance,
accounting fees, and printing and shareholder communication expenses).

      The Company has not made any liquidating distributions since assuming a
liquidation status and does not anticipate a future distribution until such
time as outstanding liabilities are confirmed as extinguished and net assets
available for liquidation are entirely complete. Additionally, the New Jersey
Department of Banking and Insurance and Department of Health and Senior
Services must approve the surrender of the Company's Certificate of Authority.

      The Company operates under a Management Agreement with the Purchaser,
whereby the Purchaser provides most administrative and financial services
required by the Company.  Since December 31, 1997, employers whose health
insurance was formerly placed with the Company have continued to deposit
premiums in the Company's bank account, although membership has transferred to
the Purchaser.  As of June 30, 1998, the Company reported $1,637,524 in
Investments Held for Others, all of which is due to the Purchaser for health
insurance provided after December 19, 1997.  The offsetting liability is
recorded as due to Management Company.
      
Contingent Liabilities  

      As the scope of these liabilities becomes better defined, there may be
changes in the estimates of future costs, which could have a material effect on
the Company's financial condition, liquidity and future ability to make
liquidating distributions. However, the Company currently believes, based on
claims payment experience through June 30, 1998, that existing IBNR reserves
and standing reinsurance agreements will adequately insulated the Company from
any material medical claims in excess of outstanding recorded liabilities. See
Note 6 of the Notes to Financial Statements for June 30, 1998 for discussion of
the Company's reinsurance coverage.

      The discussion in this Quarterly Report contains certain forward-looking
statements that involve risks and uncertainties, such as statements of the
Company's plans, objectives, expectations and intentions. The statements should
not be regarded as a representation by the Company that the expectations or
plans of the Company will be achieved. Actual results or events could differ
materially from those discussed herein. Factors that could cause or contribute
to such differences include, but are not limited to, the effect of requirements
imposed by regulatory agencies, the amount of claims submitted by members who
were enrolled in the Company's health care plans through December 19, 1997, the 
level of non-medical expences incurred by the Company and the returns on the
Company's investments.


PART II -- OTHER INFORMATION

ITEM 1.

      The Company is a defendant in an action entitled Behari vs. Physician
      Healthcare Plan of New Jersey, et. al., docket number L-2397-97 in
      Superior Court of Morris County, New Jersey.  In that action, the
      Plaintiff seeks to recover unspecified compensatory and punitive
      damages together with interest and litigation costs from the Defendants
      for alleged wrongful termination of an employment agreement alleged
      between the Plaintiff and the


<PAGE>   11

      Defendants and for defamation, among other related causes of action. The
      Company believes that it has excellent defenses which it intends to
      vigorously pursue. The case is in early stages of litigation and the
      Company intends to vigorously defend this action.

      In addition, an action entitled Benjamin Levine, M.D. vs. Physician
      Healthcare Plan of new Jersey, docket number DC-2841-98, was filed in 
      Superior Court of New Jersey Law Division, Special Civil Part, Mercer
      County.  The Plaintiff sought to recover $10,000 together with interest
      and litigation costs from the defendants for redemption of stock.  On
      August 14, 1998 the Court issued a summary judgement to dismiss the 
      action.

ITEM 2. [Omitted]

ITEM 3. [Omitted.]

ITEM 4. [Omitted.]

ITEM 5. [Omitted]

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS

Reference is made to the Index of Exhibits hereinafter contained on Page nn.

(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.



<PAGE>   12


INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 EXHIBIT NO.      EXHIBIT
      <S>         <C>                                                          
      3.1         Amended and restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to the
                  Registrant's Registration Statement on Form SB-2)

      3.2         Amended and restated 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 Form 8-K filed on December 29, 1997)

      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)

      10.8        Assignment and Assumption of Lease Agreement dated
                  February 11, 1997 (incorporated by reference to Exhibit
                  10.8 in the Registrant's Registration Statement Form SB-2)

      10.9        Agreement between the Registrant and Medigroup of 
                  New Jersey, Inc. dated as of June 26, 1997 (incorporated 
                  by reference to Exhibit 10.9 to the Registrant's Form 10-QSB 
                  for quarter ended June 30, 1997)
</TABLE>

<PAGE>   13
<TABLE>
      <S>         <C>                                                         
      10.10       Management Services Agreement between the Registrant and
                  Medigroup of New Jersey, Inc. dated as of June 26, 1997 
                  (incorporated by reference to Exhibit 10.9 to the Registrant's 
                  Form 10-QSB for quarter ended June 30, 1997)

      10.11       Termination and Release Agreement by and between Medical Group
                  Management, Inc. and Physician Healthcare Plan of New Jersey,
                  Inc., dated as of July 31, 1997 (incorporated by reference to
                  Exhibit 10.11 to the Registrant's Form 10-QSB for quarter
                  ended September 30, 1997)

      10.12       Letter Agreement between Medigroup of New Jersey, Inc. and
                  Physician Healthcare Plan of New Jersey., dated as of August
                  26, 1977, relating to the sale of certain fixed assets
                  (incorporated by reference to Exhibit 10.12 to the
                  Registrant's Form 10-QSB for quarter ended September 30, 1997)

      10.13       Services Agreement between The Pace Group, Inc. and Physician
                  Healthcare Plan of New Jersey, Inc., dated as of August 1,
                  1997 (incorporated by reference to Exhibit 10.13 to the
                  Registrant's Form 10-QSB for quarter ended September 30, 1997)

      10.14       Agreement between Medigroup of New Jersey, Inc. and Physician
                  Healthcare Plan of New Jersey, Inc., dated July 25, 1997,
                  relating to the use of certain computer equipment
                  (incorporated by reference to Exhibit 10.14 to the
                  Registrant's Form 10-QSB for quarter ended September 30, 1997)

      10.15       Management Services Agreement dated as of December 19, 1997
                  between Physician Healthcare Plan of New Jersey, Inc. and
                  Medigroup of New Jersey, Inc. (incorporated by reference to
                  Exhibit 99.3 to the Registrant's Form 8-K filed December 29,
                  1997)

      27          Financial Data Schedule
</TABLE>



                                  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.

                  BY:  /S/    JOSEPH BILLOTTI, M.D.
                     --------------------------------
                        Joseph Billotti, M.D.
                                Chairman

  /S/       BARRY MASSEY
--------------------------
      Barry Massey
      Senior Consultant of The Pace Group, Inc.
      (Acting in the capacity of Principal Accounting Officer and Principal
      Financial Officer of the Registrant)

                            DATED: August 19, 1998