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FOR IMMEDIATE RELEASE


Contacts:
Donald J. Larson                            John K. Carlyle
President and Chief Executive Officer       Chairman and Chief Executive Officer
CRA Managed Care, Inc.                      OccuSystems, Inc.
(617) 367-2163                              (972) 484-2700


                 OCCUSYSTEMS AND CRA MANAGED CARE AGREE TO MERGE


BOSTON, Massachusetts and DALLAS, Texas (April 21, 1997) -- CRA Managed Care, 
Inc. (Nasdaq/NM:CRAA) and OccuSystems, Inc. (Nasdaq/NM:OSYS) today jointly 
announced that the two companies have agreed to a merger that will create the 
nation's first fully integrated managed care company focused on workers' 
compensation cost containment. The new company formed by this merger, 
Concentra-Registered Trademark Managed Care, Inc., will provide preventive 
services, first report of injury, primary care, specialist networks, 
specialized cost containment services, and field case management for worker's 
compensation as well as for the disability and automobile injury markets. 
Concentra Managed Care will have operations in 49 states, the District of 
Columbia, and Canada. The combined revenues for the year ended December 31, 
1996, were approximately $350 million, and the two companies currently have a 
combined market capitalization of approximately $800 million.

     John K. Carlyle, Chairman and Chief Executive Officer of OccuSystems, 
will become Chairman of Concentra Managed Care. Commenting on the 
announcement, he said, "This union combines the considerable strengths and 
capabilities of the industry's leading participants to form a company that is 
well positioned to capitalize on the trends emerging in workers' 
compensation. With complementary business models now to be joined into one 
unified company, Concentra Managed Care will offer prospective and 
retrospective services to employers and insurers of all sizes, and these 
services will be especially appealing to those who seek broad geographic 
coverage for a comprehensive solution to their workers' compensation needs in 
multiple locations. As one company, we will be strongly positioned to 
participate across the continuum of care, bringing a full solution to bear on 
costs throughout the entire injury resolution process."

     Donald J. Larson, presently President and Chief Executive Officer of 
CRA, will be President and Chief Executive Officer of the new combined 
company. He added, "By combining OccuSystems' network of affiliated 
physicians with CRA's preferred provider organization, we

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CRAA and OSYS to Merge
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April 21, 1997


are creating a network of providers for workers' compensation that is 
unparalleled in scope, national presence, and breadth of services. Because of 
CRA's broad range of cost containment and case management services, this 
merger positions Concentra Managed Care to meet a full spectrum of customer 
needs in workers' compensation, including primary care clinical services and 
preventive patient management. Furthermore, by enhancing our ability to 
direct care and to take an outcomes-driven approach to managed care, the 
merger with OccuSystems will provide additional opportunities for growth in 
workers' compensation, and for continued expansion into other markets such as 
disability claims and automobile injuries."

     The merger has been structured as a tax-free stock-for-stock exchange to 
be accounted for as a pooling of interests. The outstanding shares of both 
companies will be exchanged for new shares in Concentra Managed Care on the 
basis that each share of OccuSystems will equate to 0.56 shares of CRA. 
OccuSystems' 21.6 million shares will be exchanged for 57.3% of the combined 
company, while CRA's 9.0 million shares will be exchanged for 42.7% of 
Concentra Managed Care.

     In connection with the merger agreement, CRA and OccuSystems mutually 
have granted each other an option to purchase up to 10% of each other's 
common stock, exercisable upon termination of the merger agreement under 
certain circumstances. In the event the merger is similarly terminated by 
either company, CRA and OccuSystems also have agreed that the terminating 
company will pay the other company a termination fee of $10 million.

     Alex. Brown & Sons is serving as financial advisor to CRA and has 
rendered a fairness opinion to CRA's Board of Directors with respect to the 
proposed merger. Donaldson, Lufkin & Jenrette Securities Corporation is 
serving as financial advisor to OccuSystems and has rendered a fairness 
opinion to OccuSystems' Board of Directors. The merger agreement was 
unanimously approved by both companies' Boards of Directors earlier today.

     The merger remains subject to approval by the companies' stockholders, 
and special meetings for this purpose are expected to be scheduled early in 
the third quarter of 1997. The merger also is contingent on applicable 
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and 
other customary conditions.

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CRAA and OSYS to Merge
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April 21, 1997


     Concentra Managed Care will be headquartered in Boston. The Board of 
Directors will consist of at least eight members, with CRA and OccuSystems 
each nominating four directors. The new management team for Concentra Managed 
Care will reflect a combination of the senior officers of the merging 
companies. The company will maintain regional offices in Dallas for its 
practice management services, development activities, legal services, and 
certain other administrative functions.

     CRA Managed Care provides managed care services designed to reduce the 
costs associated with workers' compensation, automobile and disability 
insurance claims. The company operates one of the largest field case 
management organizations in North America, consisting of 119 offices with 
approximately 1,200 field case managers who provide medical management and 
return to work services in 49 states, Washington D.C., and Canada. CRA also 
provides a broad range of specialized cost containment services from 78 
service locations including utilization management, telephonic case 
management and retrospective medical bill review.

     OccuSystems is the nation's largest physician practice management 
company focusing on occupational healthcare. OccuSystems provides the 
management, facilities, administrative and technical support, injury 
management, physical therapy services and other ancillary services necessary 
to establish and maintain a fully integrated network of occupational 
healthcare providers. OccuSystems currently manages the practices of 203 
physicians in the company's 117 occupational healthcare centers located in 32 
markets in 16 states.

     Statements contained in this news release that are not based on 
historical facts are forward-looking statements which are subject to 
uncertainties and risks, including, but not limited to, the successful 
completion of the herein described merger, demand for the companies' products 
and services, economic and competitive conditions, the availability of other 
appropriate acquisition candidates, access to borrowed or equity capital on 
favorable terms, and other risks detailed in the companies' Securities and 
Exchange Commission filings.

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