<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                                   FORM 10-Q
(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, 2000
                                      Or
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                        Commission file number: 0-26190

                               US ONCOLOGY, INC.
            (Exact name of registrant as specified in its charter)

                  Delaware                                    84-1213501
(State or other jurisdiction of incorporation or           (I.R.S. Employer
                organization)                             identification no.)

                      16825 NORTHCHASE DRIVE, SUITE 1300
                                HOUSTON, TEXAS
                                     77060
                   (Address of principal executive offices)
                                  (Zip Code)

                                (281) 873-2674
             (Registrant's Telephone Number, Including Area Code)

   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. Yes [x]  NO __

   As of August 10, 2000, 92,461,760 shares of the Registrant's Common Stock
were outstanding. In addition, as of August 10, 2000, the Registrant had agreed
to deliver 11,312,869 shares of its Common Stock on certain future dates for no
additional consideration.
<PAGE>

                               US ONCOLOGY, INC.
                                   FORM 10-Q
                                 JUNE 30, 2000

                               Table of Contents

                                                                        Page No.


PART I.  FINANCIAL INFORMATION

   Item 1. Condensed Consolidated Financial Statements.................     3

           Condensed Consolidated Balance Sheet........................     3

           Condensed Consolidated Statement of Operations and

           Comprehensive Income........................................     4

           Condensed Consolidated Statement of Cash Flows..............     5

           Notes to Condensed Consolidated Financial Statements........     6

   Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operation..........................    10

   Item 3. Quantitative and Qualitative Disclosures about Market Risks.    16

PART II. OTHER INFORMATION

   Item 1. Legal Proceedings...........................................    16

   Item 2. Changes in Securities.......................................    16

   Item 4. Submission of Matters to a Vote of Security Holders.........    18

   Item 6. Exhibits and Reports on Form 8-K............................    19

   SIGNATURES

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                               US ONCOLOGY, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEET
                       (in thousands, except par value)

<TABLE>
<CAPTION>
                                                                                      June 30,                   December 31,
                                                                                        2000                        1999
                                                                                     -----------                 -----------
ASSETS                                                                               (unaudited)
<S>                                                                                     <C>                       <C>
Current assets:
 Cash and equivalents.......................................................         $  16,949                   $  11,381
 Investment in common stock.................................................                --                      27,258
 Accounts receivable........................................................           341,268                     331,361
 Prepaids and other current assets..........................................            53,060                      42,655
 Inventories................................................................            14,617                      24,692
 Due from affiliated physician groups.......................................            24,913                      38,894
                                                                                   -----------                 -----------
     Total current assets...................................................           450,807                     476,241
Property and equipment, net.................................................           261,010                     254,289
Management service agreements, net..........................................           552,257                     537,130
Other assets................................................................            32,126                      30,817
                                                                                   -----------                 -----------
                                                                                   $ 1,296,200                 $ 1,298,477
                                                                                   ===========                 ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term indebtedness..............................          $ 25,440                    $ 26,693
  Accounts payable..........................................................           105,957                     107,937
  Due to affiliated physician groups........................................            20,429                       2,584
  Income taxes payable......................................................            12,383                       9,322
  Other accrued liabilities.................................................            32,709                      48,912
                                                                                   -----------                 -----------
     Total current liabilities..............................................           196,918                     195,448
Deferred income taxes.......................................................            37,134                      33,224
Long-term indebtedness......................................................           321,603                     360,191
                                                                                   -----------                 -----------
     Total liabilities......................................................           555,655                     588,863
Minority interest...........................................................             2,799                       2,450

Stockholders' equity:
  Preferred Stock, $.01 par value, 1,500 shares authorized, none issued
    and outstanding.........................................................
  Series A Preferred Stock, $.01 par value, 500 shares authorized and
    reserved, none issued and outstanding...................................
  Common Stock, $.01 par value, 250,000 shares authorized, 91,838 and 87,253
    issued, 89,011 and 87,253 outstanding...................................               918                         873

  Additional paid-in capital.................................................          444,336                     428,533
  Common Stock to be issued, approximately 10,904 and 13,982 shares..........           80,404                      91,330
  Treasury Stock, 2,827 and 0 shares.........................................          (13,431)                         --
  Retained earnings..........................................................          225,519                     186,428
                                                                                   -----------                 -----------
     Total stockholders' equity..............................................          737,746                     707,164
                                                                                   -----------                 -----------
                                                                                   $ 1,296,200                 $ 1,298,477
                                                                                   ===========                 ===========
</TABLE>



        The accompanying notes are an integral part of this statement.



                                       3
<PAGE>

                               US ONCOLOGY, INC.
    CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
                     (in thousands, except per share data)
                                  (unaudited)



<TABLE>
<CAPTION>
                                                                   THREE MONTHS                           SIX MONTHS
                                                                   ENDED JUNE 30,                        ENDED JUNE 30,
                                                              2000               1999               2000               1999
                                                            --------           --------           --------           --------
<S>                                                        <C>                <C>                <C>                <C>
Revenue..........................................          $326,506           $266,412           $631,008           $515,626
Operating expenses
      Pharmaceuticals and supplies...............           163,245            123,482            310,915            238,729
      Practice compensation and benefits.........            70,332             52,161            131,526            101,579
      Other practice costs.......................            36,654             32,838             73,800             62,352
      General and administrative.................            11,861              8,911             25,474             17,805
      Depreciation and amortization..............            19,170             15,191             37,532             30,256
      Contract separation and investigation
       related costs.............................             3,166                 --              3,166                 --
      Merger and integration costs...............                --             24,491                 --             24,491
                                                           --------           --------           --------           --------
                                                            304,428            257,074            582,413            475,212
                                                           --------           --------           --------           --------
Income from operations...........................            22,078              9,338             48,595             40,414
Interest expense, net............................            (5,987)            (5,290)           (13,111)            (9,933)
Gain on investment in common stock...............                --                 --             27,566                 --
                                                           --------           --------           --------           --------
Income before income taxes.......................            16,091              4,048             63,050             30,481
Income taxes.....................................             6,115              5,262             23,959             15,180
                                                           --------           --------           --------           --------
Net income (loss)................................             9,976             (1,214)            39,091             15,301
                                                           --------           --------           --------           --------

Other comprehensive loss, net of tax.............                --               (269)                --               (389)
                                                           --------           --------           --------           --------

Comprehensive income (loss)......................          $  9,976           $ (1,483)          $ 39,091           $ 14,912
                                                           ========           ========           ========           ========

Net income (loss) per share - basic..............          $   0.10           $  (0.01)          $   0.38           $   0.15
                                                           ========           ========           ========           ========

Shares used in per share calculations - basic....           102,060             99,847            101,902             99,780
                                                           ========           ========           ========           ========

Net income (loss) per share - diluted............          $   0.10           $  (0.01)          $   0.38           $   0.15
                                                           ========           ========           ========           ========

Shares used in per share calculations - diluted..           102,139             99,847            102,039            101,308
                                                           ========           ========           ========           ========
</TABLE>



        The accompanying notes are an integral part of this statement.

                                       4
<PAGE>

                               US ONCOLOGY, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                               SIX MONTHS
                                                                                              ENDED JUNE 30,
                                                                                    -------------------------------
                                                                                       2000                  1999
                                                                                    ---------             ---------
<S>                                                                                  <C>                   <C>
Cash flows from operating activities:
   Net income...........................................................            $  39,091             $  15,301
Non cash adjustments:
   Contract separation and investigation related costs..................                1,514                    --
   Realized gain on investment in common stock..........................              (27,566)                   --
   Depreciation and amortization........................................               37,532                30,256
   Deferred income taxes................................................                3,910                (1,180)
   Non cash merger and integration costs................................                   --                 2,300
   Gain on contract termination.........................................                   --                (3,152)
   Earnings in joint ventures...........................................                  349                    --
   Changes in operating assets and liabilities:.........................                1,422               (54,699)
                                                                                    ---------             ---------
          Net cash provided (used) by operating activities..............               56,252               (11,174)
                                                                                    ---------             ---------
Cash flows from investing activities:
   Acquisition of property and equipment................................              (28,005)              (40,009)
   Net payments in medical practice transactions........................              (11,674)              (32,310)
   Proceeds from sale of investment in common stock.....................               54,824                    --
   Other................................................................                   --                (1,273)
                                                                                    ---------             ---------
          Net cash provided (used) by investing activities..............               15,145               (73,592)
                                                                                    ---------             ---------
Cash flows from financing activities:
   Proceeds from Credit Facility........................................              152,000               309,000
   Repayment of Credit Facility.........................................             (189,000)             (232,120)
   Repayment of other indebtedness......................................              (14,750)               (6,341)
   Purchase of Treasury Stock...........................................              (14,554)                   --
   Proceeds from exercise of options....................................                  475                 3,737
                                                                                    ---------             ---------
           Net cash provided (used) by financing activities.............              (65,829)               74,276
                                                                                    ---------             ---------
Increase (decrease) in cash and equivalents.............................                5,568               (10,490)
Cash and equivalents:
   Beginning of period..................................................               11,381                13,691
                                                                                    ---------             ---------
   End of period........................................................            $  16,949             $   3,201
                                                                                    =========             =========

Interest Paid...........................................................            $  16,512             $  10,284

Taxes Paid..............................................................            $  16,988             $  11,151
Non cash transactions:
   Value of Common Stock to be issued in medical practice transactions..            $   5,570             $  20,199
   Delivery of Common Stock to be issued in medical practice
    transactions........................................................               16,497                 6,878
   Debt issued in medical practice transactions.........................                9,808                18,416
   Debt assumed in medical practice transactions........................                  900                    86
   Debt issued to finance insurance premiums............................                1,315                   649
</TABLE>


        The accompanying notes are an intergral part of this statement.

                                       5
<PAGE>

                               US ONCOLOGY, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and in accordance with Form 10-Q and Rule 10.01 of
Regulation S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, the unaudited condensed
consolidated financial statements contained in this report reflect all
adjustments that are normal and recurring in nature and considered necessary for
a fair presentation of the financial position and the results of operations for
the interim periods presented.  The preparation of the Company's financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, as well as disclosures on contingent
assets and liabilities.  Because of inherent uncertainties in this process,
actual future results could differ from those expected at the reporting date.
These unaudited condensed consolidated financial statements, footnote
disclosures and other information should be read in conjunction with the
financial statements and the notes thereto included in US Oncology, Inc.'s Form
10-K filed with the Securities and Exchange Commission on March 30, 2000.

Operating Segments

During 1998, the Company adopted Financial Accounting Standards Board (FASB)
Statement No. 131, "Disclosures About Segments of an Enterprise and Related
Information" (FAS 131), which requires reporting of summarized financial results
for the operating segments as well as establishes standards for related
disclosures about products and services, geographic areas and major customers.
The Company's sole business is providing comprehensive management services,
facilities and equipment, administrative and technical support and ancillary
services necessary for physicians to establish and maintain a fully integrated
network of outpatient cancer care.  The physicians affiliated with the Company
provide all aspects of care related to the diagnosis and outpatient treatment of
cancer, including comprehensive oncology services (including primarily medical,
radiation, and gynecological services), diagnostic radiology services, retail
pharmacy services and clinical research.  For the first six months of 2000 and
1999, oncology-related services was the only product line that exceeded the
reporting thresholds of FAS 131.  The Company, therefore, has used the
aggregation criteria of FAS 131 and reports a single segment.

NOTE 2 - BUSINESS COMBINATION

On June 15, 1999, the Company, formerly American Oncology Resources, Inc. (AOR),
consummated a merger transaction pursuant to which Physician Reliance Network,
Inc. (PRN) became a wholly owned subsidiary of the Company and each outstanding
share of PRN's Common Stock was converted into .94 shares of the Company's
Common Stock (the Merger).  At the time of the Merger, the Company changed its
name to US Oncology, Inc.  The transaction was accounted for as a pooling of
interests and accordingly the financial statements presented herein have been
restated to conform the presentation and accounting standards of the two
companies.

NOTE 3 - REVENUE

Medical service revenue for services to patients by the physician groups
affiliated with the Company is recorded when services are rendered based on
established or negotiated charges reduced by contractual adjustments and
allowances for doubtful accounts.  Differences between estimated contractual
adjustments and final settlements are reported in the period when final
settlements are determined.  Medical service revenue of the affiliated physician
groups is reduced by amounts retained by the physician groups under the
Company's management services agreements to arrive at the Company's management
fee revenue.

                                       6
<PAGE>

                                  US ONCOLOGY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (unaudited)


The following presents the amounts included in the determination of the
Company's revenue (in thousands):

<TABLE>
<CAPTION>
                                                                  Three Months                     Six Months
                                                                 Ended June 30,                    Ended June 30,
                                                            -------------------------         -------------------------
                                                              2000             1999             2000             1999
                                                            --------         --------         --------         --------
<S>                                                           <C>               <C>              <C>              <C>
Medical service revenue...........................          $425,018         $345,535         $825,265         $671,804
Amounts retained by affiliated physician groups...            98,512           79,123          194,257          156,178
                                                            --------         --------         --------         --------
Revenue...........................................          $326,506         $266,412         $631,008         $515,626
                                                            ========         ========         ========         ========
</TABLE>

The Company's most significant management services agreement and its only
management services agreement to provide more than 10% of revenues to the
Company is with Texas Oncology, P.A. (TOPA). TOPA accounted for approximately
24.2% and 25.1% of the Company's total revenue for the three months ended June
30, 2000 and 1999, respectively, and 24.0% and 25.4% for the six months ended
June 30, 2000 and 1999, respectively.

NOTE 4 - GAIN ON SALE OF INVESTMENT IN COMMON STOCK

In March 2000, the Company sold its equity investment in ILEX Oncology, Inc. in
a private sale transaction and realized proceeds of $54.8 million, or $38.8
million net of tax.  Included in other income for the first six months of 2000
is $27.6 million related to a gain on disposal of this stock.  A previous gain
of $14.4 million was recognized during the fourth quarter of 1999 as a result of
the Company's reclassification of the ILEX stock as a trading security.

NOTE 5 - CAPITALIZATION

In March 2000, the Board of Directors of the Company authorized the repurchase
of up to 10,000,000 shares of the Company's Common Stock in public or private
transactions. From May 2000 through June 2000, the Company repurchased 3,092,286
shares of Common Stock at an average price of $4.71 to be held as Treasury
Stock.  On June 1, 2000, the Company issued 265,517 shares from Treasury Stock
to affiliated physicians in satisfaction of the Company's obligation to issue
Common Stock in connection with medical practice transactions.


NOTE 6 - CREDIT FACILITY AND MASTER LEASE

Credit Facility

Effective June 15, 1999, in connection with the Merger, the Company executed a
$275 million revolving credit facility (Credit Facility) with First Union
National Bank (First Union), individually and as Administrative Agent for eight
additional lenders ("Lenders").  The Credit Facility consists of a $175 million
five-year revolving credit facility (Revolver) and a $100 million 364-day
revolving credit facility.  The Company allowed the $100 million 364-day
revolving credit facility to terminate at its maturity in June 2000, as the
Company did not anticipate requiring any borrowings under such facility for the
remainder of 2000.  Initial proceeds under the Revolver were used to refinance
existing debt and to pay certain transaction fees and expenses in connection
with the Credit Facility and the Merger.  Proceeds of loans under the Credit
Facility may be used to finance medical practice transactions, to provide
working capital and for other general corporate uses.  As of June 30, 2000, the
Company had an outstanding balance of $137 million under the $175 million Credit
Facility.  The Company has classified borrowings under the Credit Facility as
long-term indebtedness due to its ability and intent to maintain the borrowings
beyond the next twelve months.

                                       7
<PAGE>

                               US ONCOLOGY, INC.


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (unaudited)


Borrowings under the Credit Facility are secured by all capital stock of the
Company's subsidiaries, all of the Company's management services agreements and
all accounts receivable of the Company.  At the Company's option, funds may be
borrowed at the Base interest rate or the London Interbank Offered Rate (LIBOR)
plus an amount determined under a defined formula.  The Base rate is selected by
First Union and is defined as their prime rate or Federal Funds Rate plus 1/2%.
Interest on amounts outstanding under Base rate loans is due quarterly while
interest on LIBOR related loans is due at the end of each applicable interest
period or quarterly, if earlier.  As of June 30, 2000, the weighted average
interest rate on all outstanding draws under the Credit Facility was 7.76%.

The Company is subject to restrictive covenants under the Credit Facility,
including the maintenance of certain financial ratios.  The agreement limits
certain activities such as incurrence of additional indebtedness, sales of
assets, investments, capital expenditures, mergers and consolidations and the
payment of dividends.  Under certain circumstances, additional medical practice
transactions may require First Union's and the Lenders' consent.

Senior Secured Notes

In November 1999, the Company issued $100 million in senior secured notes to a
select group of institutional investors.  The notes bear interest at 8.42%,
mature in installments from 2002 through 2006 and rank equal in right of payment
with all current and future senior indebtedness of the Company.  The senior
secured notes contain restrictive financial and operational covenants and are
secured by the same collateral as the Credit Facility.

Master Lease

Effective June 15, 1999, the Company amended its $75 million master lease
agreement related to integrated cancer centers to extend the construction and
acquisition period through December 2000.  Under the agreement, the lessor
purchases and has title to the properties, pays for the construction costs and
thereafter leases the facilities to the Company.  The initial term of the lease
is for five years and can be renewed in one-year increments if approved by the
lessor.  The lease provides for substantial residual value guarantees and
includes purchase options at original cost on each option.  Advances under the
master lease agreement as of June 30, 2000 were $55.5 million.

                                       8
<PAGE>

                                  US ONCOLOGY, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (unaudited)

NOTE 7 - EARNINGS PER SHARE

The Company computes earnings per share in accordance with the provisions of
FASB Statement No. 128, "Earnings Per Share", which requires the Company to
disclose "basic" and "diluted" earnings per share (EPS).

The computation of basic EPS is based on a weighted average number of
outstanding shares of Common Stock and Common Stock to be issued during the
periods.  The Company includes Common Stock to be issued in both basic and
diluted EPS as there are no foreseeable circumstances that would relieve the
Company of its obligation to issue these shares.  The computation of the diluted
EPS is based on a weighted average number of outstanding shares of Common Stock
and Common Stock to be issued during the periods as well as all dilutive
potential Common Stock calculated under the treasury stock method.

The table summarizes the determination of shares used in per share calculations
(in thousands):

<TABLE>
<CAPTION>
                                                                          Three Months                       Six Months
                                                                          Ended June 30,                    Ended June 30,
                                                                       2000           1999               2000          1999
                                                                     -------        -------            -------       -------
<S>                                                                   <C>            <C>                 <C>           <C>
Outstanding at end of period:
     Common Stock............................................         89,011         84,784             89,011        84,784
     Common Stock to be issued...............................         10,904         15,226             10,904        15,226
                                                                     -------        -------            -------       -------
                                                                      99,915        100,010             99,915       100,010
     Effect of weighting.....................................          2,145           (163)             1,987          (230)
                                                                     -------        -------            -------       -------
Shares used in per share calculations-basic..................        102,060         99,847            101,902        99,780

Effect of weighting and assumed share equivalents for grants
  of stock options at less than the weighted average price and
  subordinated convertible promissory notes..................             79             --                137         1,528
                                                                     -------        -------            -------       -------
Shares used in per share calculations-diluted................        102,139         99,847            102,039       101,308
                                                                     =======        =======            =======       =======
Anti-dilutive stock options not included  above..............          7,140         11,933              7,140         6,645
                                                                     =======        =======            =======       =======
</TABLE>


NOTE 8 - RECENT PRONOUNCEMENTS


In June 1998, FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," (FAS 133) which is effective for the
Company's financial statements as of and for the year ending December 31, 2000.
FAS 133 requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and to measure those
instruments at fair value.  In 1999, FASB issued Statement No. 137 which delayed
the required implementation date for FAS 133 until the Company's year ended
December 31, 2001.  Management expects to implement FAS 133 for the year ended
December 31, 2001 and is still evaluating the potential impact but currently
does not expect such implementation to have a material effect on the Company's
operations.

In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101) which provides guidance on the recognition, presentation, and disclosure of
revenue in financial statements.  Implementation of this guidance is required no
later than the fourth quarter of fiscal year 2000.  The Company is still
evaluating the potential impact but currently does not expect such
implementation to have a material effect on the Company's operations.

                                       9
<PAGE>

                               US ONCOLOGY, INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

US Oncology, Inc. (the "Company" or "US Oncology") is a cancer management
company that provides comprehensive management services under long-term
agreements to its affiliated oncology practices, including operational and
clinical research services and data management, and furnishes personnel,
facilities, supplies and equipment. These affiliated practices provide a broad
range of medical services to cancer patients, integrating the specialties of
medical and gynecological oncology, hematology, radiation oncology, diagnostic
radiology and stem cell transplantation.  Substantially all of the Company's
revenue consists of management fees, which include all medical practice
operating costs for which the Company is contractually responsible.

The Company believes that the coordinated delivery of comprehensive cancer care
in an outpatient setting offers high quality care that is more cost-effective
than traditional approaches and is increasingly preferred by patients, payors
and physicians.  The Company believes that many oncology practices recognize the
need for outside managerial, financial and business expertise to more
efficiently manage the increasingly complex, burdensome and time-consuming
nonmedical aspects of their practices and that practices will increasingly elect
to enter into management relationships with entities such as the Company.

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

The following statements are or may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995:  (i)
certain statements, including possible or assumed future results of operations
of US Oncology, contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and including any statements contained
herein regarding the prospects for any of the Company's services; (ii) any
statements preceded by, followed by or that include the words "believes",
"expects", "anticipates", "intends", "estimates", "plans" or similar
expressions; and (iii) other statements contained herein regarding matters that
are not historical facts.


US Oncology's business and results of operations are subject to risks and
uncertainties, many of which are beyond the Company's ability to control or
predict.  Because of these risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking statements,
and US Oncology stockholders are cautioned not to place undue reliance on such
statements, which speak only as of the date thereof.  Factors that could cause
actual results to differ materially include, but are not limited to, integration
of formerly separate operations in connection with the AOR/PRN merger, changes
in cancer therapy or the manner in which cancer care is delivered, government
regulation, drug utilization, reimbursement for healthcare services, including
government reimbursement for pharmaceuticals, and the operations of the
Company's affiliated physician groups.  Please refer to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999, particularly the
section entitled "Risk Factors", for a more detailed discussion of certain of
these risks and uncertainties.

In addition to the risk factors cited above, the U.S. Department of Health and
Human Services recently announced its intention to publish instructions to the
Health Care Financing Administration, the agency that administers the Medicare
program, that would require a new methodology for calculation the amount that
health care providers would receive from Medicare for certain pharmaceuticals
used in outpatient cancer treatment. The proposed methodology would result in
radically lowered reimbursement from federal government programs for
chemotherapy agents and other pharmaceutical agents used by oncologists,
without any adjustment in reimbursement for services and other costs related to
chemotherapy infusion that are currently undercompensated, resulting in
oncologists' incurring losses for the administration of many chemotherapy
treatments. If the instructions are published, there is a risk that non-
governmental payors would follow the government's lead and seek to lower
reimbursement. Furthermore, because the Secretary of the U.S. Department of
Health and Human Services has stated that she does not intend to submit the
proposed change to a formal rule-making process, the cancer care community may
not be offered the opportunity to comment formally on the proposal or otherwise
fully inform the decision making process with respect to the change.

                                       10
<PAGE>

                               US ONCOLOGY, INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - CONTINUED

It is not possible to predict whether the proposed instructions will go into
effect as drafted, in a similar form or at all. Furthermore, it is not possible
to assess whether or how governmental payors might seek to reduce reimbursement
for pharmaceuticals through alternative methods. At this time, therefore, the
Company is unable to quantify the likelihood of such a change in reimbursement
or the impact on the Company's financial condition and results of operations of
any such change that is ultimately adopted. However, if the proposal were to go
into effect as drafted, the Company believes oncologists would be unable to
continue to offer outpatient chemotherapy services to Medicare patients or other
patients subject to similar reimbursement. Such inability would have a
devastating effect on the Company's revenues, net income and cash flow.
Furthermore, such a change would seriously jeopardize the Company's ability to
continue to operate under its existing business model.

The cautionary statements contained or referred to herein should be considered
in connection with any subsequent written or oral forward-looking statements
that may be issued by US Oncology or persons acting on its behalf. US Oncology
does not undertake any obligation to release any revisions to or to update
publicly any forward-looking statements to reflect events or circumstances after
date thereof or to reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

Medical service revenue for services to patients by the physician groups
affiliated with the Company is recorded when services are rendered based on
established or negotiated charges reduced by contractual adjustments and
allowances for doubtful accounts.  Differences between estimated contractual
adjustments and final settlements are reported in the period when final
settlements are determined.  Medical service revenue of the affiliated physician
groups is reduced by amounts retained by the physician groups under the
Company's management services agreements to arrive at the Company's management
fee revenue.

The following table sets forth the percentages of revenue represented by certain
items reflected in the Company's Statement of Operations and Comprehensive
Income.  The information that follows should be read in conjunction with the
Company's unaudited condensed consolidated financial statements and notes
thereto included elsewhere herein.

<TABLE>
<CAPTION>
                                                                   Three Months                                  Six Months
                                                                   Ended June 30,                               Ended June 30,
                                                            2000                  1999                    2000                 1999
                                                           -----                 -----                   -----                -----
<S>                                                       <C>                   <C>                     <C>                   <C>
Revenue...........................................         100.0%                100.0%                  100.0%               100.0%
Operating expenses:
 Pharmaceuticals and supplies.....................          50.0                  46.4                    49.3                 46.3
 Practice compensation and benefits...............          21.5                  19.6                    20.8                 19.7
 Other practice costs.............................          11.2                  12.3                    11.7                 12.1
 Contract separation and investigation related
  costs...........................................           1.0                    --                     0.5                   --
 General and administrative.......................           3.6                   3.3                     4.0                  3.5
 Merger and integration costs.....................            --                   9.2                      --                  4.7
 Depreciation and amortization....................           5.9                   5.7                     6.0                  5.9
 Other income.....................................            --                    --                    (4.4)                  --
 Net interest expense.............................           1.8                   2.0                     2.1                  1.9
                                                           -----                 -----                   -----                -----
Income before income taxes........................           5.0                   1.5                    10.0                  5.9
Income taxes......................................           1.9                   2.0                     3.8                  2.9
                                                           -----                 -----                   -----                -----
Net income........................................           3.1%                (0.5)%                    6.2%                 3.0%
                                                           =====                 =====                   =====                =====
</TABLE>

                                       11
<PAGE>

                               US ONCOLOGY, INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - continued

2000 COMPARED TO 1999

The Company entered into new affiliation agreements with nineteen oncology
groups since June 1999.  The results of the new affiliated oncology practices
are included in the Company's operating results from the dates of affiliation.
Changes in results of operations for the first six months of 1999 compared to
the first six months of 2000 were caused, in part, by affiliations with these
oncology practices.

Overall, the Company experienced a decrease in operating margins from the first
six months of 1999 to the first six months of 2000, with earnings before taxes,
interest, depreciation, amortization and other income ("EBITDA"), as a
percentage of revenue, declining from 18.5% to 13.6%.  A number of factors
contributed to the decrease in operating margins, including:  (i) increases in
the acquisition cost of pharmaceuticals, (ii) shifts in the mix of
pharmaceuticals to lower margin products, (iii) increase in practice personnel
costs due to increasing labor rates and numerous network-wide initiatives
(such as information system conversions), and (iv) contract separation and
investigation related costs.

  Revenue.  Revenue increased from $515.6 million in the first six months of
1999 to $631.0 million in the first six months of 2000, an increase of $115.4
million, or 22%.  Revenue increased from $266.4 million in the second quarter of
1999 to $326.5 million in the second quarter of 2000, an increase of $60.1
million or 23%.  Revenue for markets under management in the first six months of
both 1999 and 2000 increased $113.4 million or 22% over the same period from the
prior year.  This growth was the result of increased use of anticancer
pharmaceuticals, expansion of services, increases in patient volume, recruitment
of or affiliation with additional physicians and, to a lesser extent, increases
in charges for certain physician services.

  Pharmaceuticals and Supplies.  Pharmaceuticals and supplies expense, which
includes drugs, medications and other supplies used by the affiliated physician
groups, increased from $238.7 million for the first six months of 1999 to $310.9
million for the first six months of 2000, an increase of $72.2 million, or 30%.
Pharmaceuticals and supplies expense increased from $123.5 million in the second
quarter of 1999 to $163.2 million in the second quarter of 2000, an increase of
$39.7 million, or 32%.  As a percentage of revenue, pharmaceuticals and supplies
increased from 46.3% for the first six months of 1999 to 49.3% for the
comparable period of 2000 and from 46.4% in the second quarter of 1999 to 50.0%
in the second quarter of 2000.  This increase was primarily due to a shift in
the revenue mix to a higher percentage of revenue from drugs, increases in
acquisition prices of drugs and a shift to lower margin drugs.  Management
expects that third-party payors will continue to negotiate the reimbursement
rate for pharmaceuticals and supplies, with the goal of lowering reimbursement
rates, and that such lower reimbursement rates as well as shifts in revenue mix
may continue to adversely impact the Company's margins with respect to such
items.  In response to this decline in margin relating to certain pharmaceutical
agents, the Company has adopted several strategies.  Most importantly, the
Company has formed a number of preferred pharmaceutical relationships and
continues to pursue others.  In addition, the Company routinely considers and
implements measures to control other operating costs to enable it to achieve
greater economies of scale.  Lastly, the Company seeks opportunities to expand
its business in areas that are less affected by lower pharmaceutical margins,
such as radiation oncology and diagnostic radiology.  The Company believes that
its results of operations and financial condition have benefited from each of
these strategies.

  Practice Compensation and Benefits.  Practice compensation and benefits, which
includes the salaries, wages and benefits of the affiliated physician groups'
employees (excluding affiliated physicians) and the Company's employees who are
located at the affiliated physician practice sites and business offices,
increased from $101.6 million for the first six months of 1999 to $131.5 million
for the first six months of 2000, an increase of $29.9 million or 29%.  Practice
compensation and benefits increased from $52.2 million in the second quarter of
1999 to $70.3 million in the second quarter of 2000, an increase of $18.2
million, or 35%.  As a percentage of revenue, practice compensation and benefits
increased from 19.7% in the first six months of 1999 to 20.8% in the first six

                                       12
<PAGE>

                               US ONCOLOGY, INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - continued


months of 2000 and from 19.6% in the second quarter of 1999 to 21.5% in the
second quarter of 2000.  The increase was primarily attributable to salary
increases due to low unemployment rates and numerous network-wide initiatives
(such as information system conversion).

  Other Practice Costs.  Other practice costs, which consist of rent, utilities,
repairs and maintenance, insurance and other direct practice costs, increased
from $62.4 million for the first six months of 1999 to $73.8 million for the
first six months of 2000, an increase of $11.4 million or 18%.  Other practice
costs increased from $32.8 million in the second quarter of 1999 to $36.7
million in the second quarter of 2000, an increase of $3.9 million, or 12%.  As
a percentage of revenue, other practice costs decreased from 12.1% in the first
six months of 1999 to 11.7% in the first six months of 2000 and from 12.3% in
the second quarter of 1999 to 11.2% in the second quarter of 2000.  The decrease
was primarily attributable to economies of scale in existing sites of service.

  Contract Separation and Investigation Related Costs.  During the second
quarter of 2000, the Company incurred costs of $1.7 million in connection with
the qui tam lawsuits described in Part II, Item I, of this report, consisting
primarily of auditing and legal fees and related expenses.  In addition, the
Company incurred $1.5 million of costs consisting of intangible asset and
receivable write-downs as a result of terminating its affiliation with a sole
practitioner and with the physician group named in the qui tam lawsuits.

  General and Administrative.  General and administrative expenses increased
from $17.8 million in the first six months of 1999 to $25.5 million of the first
six months of 2000, an increase of $7.7 million or 43%.  General and
administrative expenses increased from $8.9 million in the second quarter of
1999 to $11.9 million in the second quarter of 2000, an increase of $3.0
million, or 34%.  As a percentage of revenue, general and administrative costs
increased from 3.5% in the first six months of 1999 to 4.0% for the first six
months of 2000 and from 3.3% in the second quarter of 1999 to 3.6% in the second
quarter of 2000.  This increase was primarily attributable to additional
resources necessary for corporate operations support, as well as expansion of
systems and new business development.

  Merger and Integration Costs.  In the second quarter of 1999 the Company
recognized merger and integration costs of approximately $24.5 million.  Merger
and integration costs are comprised of transaction costs of approximately $17.2
million for professional fees, costs of due diligence, severance costs and other
out of pocket expenses; restructuring costs of approximately $3.1 million for
leasehold and software abandonment; and, integration costs of approximately $4.2
million for integration consulting fees, communications and merger related
Company meetings.

  Interest.  Net interest expense increased from $9.9 million in the first six
months of 1999 to $13.1 million for the first six months of 2000, an increase of
$3.2 million or 32%.  Net interest expense increased from $5.3 million in the
second quarter of 1999 to $6.0 million in the second quarter of 2000, an
increase of $0.7 million, or 13%.  As a percentage of revenue, net interest
expense was 1.9% and 2.1% for the first six months of 1999 and 2000,
respectively, and 2.0% and 1.8% for the second quarter of 1999 and 2000,
respectively.  The increase was the result of higher levels of debt, principally
incurred to finance transactions with oncology practices since June 30, 1999, as
well as construction of numerous cancer centers.

  Other Income.  Other income of $27.6 million in the first six months of 2000
represents the recognition of the remaining gain on shares of common stock of


                                       13
<PAGE>

                               US ONCOLOGY, INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - continued

ILEX Oncology, Inc. owned by the Company. A previous gain of $14.4 million
was recognized during the fourth quarter of 1999 as a result of the Company's
reclassification of the ILEX stock as a trading security. The stock was sold by
the Company during the first quarter of 2000.

  Income Taxes.  For the first six months of 2000, the Company recognized a tax
expense of $24.0 million resulting in an effective tax rate of 38%, down from
49.8% for the same prior year period.  The decrease in rate is due to certain
non-deductible merger related costs in 1999.

  Net Income.  Net income increased from $15.3 million in the first six months
of 1999 to $39.1 million in the first six months of 2000, an increase of $23.8
million or 156%.  Net income increased from a loss of $1.2 million in the second
quarter of 1999 to $10.0 million in the second quarter of 2000, an increase of
$11.2 million.  Net income as a percentage of revenue increased from 3.0% for
the first six months of 1999 to 6.2% for the first six months of 2000 and from
negative 0.5% in the second quarter of 1999 to 3.1% in the second quarter of
2000.  Included in net income for the first six months of 2000 is a $17.1
million after-tax gain resulting from the sale of ILEX stock.  Excluding the
gain on ILEX stock and contract separation and investigation related costs, net
income for the six months ended June 30, 2000 would have been $24.0 million
which represents earnings per share of $0.23. Included in net income for the
three months and six months ended June 30, 1999 were merger and integration
costs of $24.5 million pre-tax. Excluding the merger costs, net income for the
first six months of 1999 would have been $34.4 million which represents earnings
per share of $0.34 and for the second quarter of 1999, net income would have
been $17.8 million which represents earnings per share of $0.18.

LIQUIDITY AND CAPITAL RESOURCES

The Company requires capital primarily to finance affiliation transactions with,
and to purchase the nonmedical assets of, oncology practices and to develop
cancer centers.  During the first six months of 2000, the Company paid total
consideration of $27.1 million in connection with affiliations with nine
physician groups, including cash and transaction costs of $11.7 million.  During
the comparable period of the prior year, the Company paid total consideration of
$70.9 million for affiliations with ten physician groups, including cash and
transaction costs of $32.3 million.

In March 2000, the Company sold its equity investment in ILEX Oncology, Inc. in
a private sale transaction and realized proceeds of $54.8 million, or $38.8
million net of tax.  These proceeds were used to reduce outstanding borrowings
under the Credit Facility.  Also in March 2000, the Board of Directors of the
Company authorized the repurchase of up to 10,000,000 shares of the Company's
Common Stock in public or private transactions. From May 2000 through June 2000,
the Company repurchased 3,092,286 shares of Common Stock at an average price of
$4.71.  These shares will be held as Treasury Stock.  The Company is not
currently purchasing stock and does not intend to do so during the third quarter
of 2000.  On June 1, 2000, the Company issued 265,517 shares from Treasury Stock
to affiliated physicians in satisfaction of the Company's obligation to issue
Common Stock in connection with medical practice transactions.


To fund its growth and development, the Company has satisfied its transaction
and working capital needs through debt and equity financings and borrowings
under a $275 million syndicated revolving credit facility ("Credit Facility")
with First Union National Bank ("First Union"), as a lender and as an agent for
various other lenders.  The Credit Facility is comprised of two parts: a $175
million revolving credit facility which matures in 2004 and a $100 million 364-
revolving credit facility which matured in June 2000.  The Company allowed the
364-day facility to terminate at its maturity in June 2000, as the Company does
not anticipate requiring any borrowings under a similar facility for the
remainder of 2000.  In addition, in connection with the Credit Facility the
Company has available a $75 million leasing facility used by the Company in
connection with developing its integrated cancer centers.  In November 1999, the
Company sold an aggregate of $100 million of Senior Secured Notes to a group of
institutional investors.  The Senior Secured Notes rank equally in right

                                       14
<PAGE>

                               US ONCOLOGY, INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - continued


of payment with the Credit Facility.  The notes bear interest at 8.42% per annum
with a final maturity in 2006 and an average life of five years.

Borrowings under the Credit Facility bear interest at a rate equal to a rate
based on prime rate or the London Interbank Offered Rate, based on a defined
formula. The Credit Facility, Leasing Facility and Senior Secured Notes contain
affirmative and negative covenants, including the maintenance of certain
financial ratios, restrictions on sales, leases or other dispositions of
property, restrictions on other indebtedness and prohibitions on the payment of
dividends. The Company's management services agreements, the capital stock of
the Company's subsidiaries and the Company's accounts receivable are pledged as
security under the Credit Facility, Leasing Facility and Senior Secured Notes.

During the first six months of 2000, the Company repaid $37 million, net, under
the Credit Facility from proceeds of the sale of ILEX stock. The Company is
currently in compliance with the Credit Facility, Leasing Facility and Senior
Secured Note covenants, with additional capacity under the Credit Facility of
$38 million and Leasing Facility of approximately $18.7 million at June 30,
2000. The Company has relied primarily on management fees received from its
affiliated physician groups to fund its operations.

Cash provided by operations was $56.3 million in the first six months of 2000,
an increase of $67.4 million from the comparable period in 1999. The increase
was due primarily to improved cash flow from accounts receivable management and
an improved cash management program. Cash provided by investing activities was
$15.1 million for the first six months of 2000, an increase of $88.7 million
from the same period of 1999. Such increase is due primarily to proceeds from
the sale of investment in common stock as well as less investment in property
and equipment and physician affiliations in the first six months of 2000. Cash
used by financing activities was $65.8 million for the first six months of 2000,
a decrease of $140.1 million from the comparable prior year period. Such
decrease is due to the use of proceeds from the sale of the equity investment in
common stock for the repayment of borrowings under the Credit Facility and
purchases of Treasury Stock in the first six months of 2000.

As of June 30, 2000, the Company had net working capital of $253.9 million and
cash and cash equivalents of $16.9 million.  The Company also had $196.9
million of current liabilities, including approximately $25.4 million of current
indebtedness maturing before June 30, 2001.  The Company currently expects that
its principal use of funds in the near future will be in connection with future
transactions with oncology groups, the purchase of medical equipment, investment
in information systems and the acquisition or lease of real estate for the
development of integrated cancer centers.  It is likely that the Company's
capital needs in the next several years will exceed the cash generated from
operations.  Thus, the Company may incur additional debt or issue additional
debt or equity securities from time to time.  This may include the issuance of
Common Stock or notes in connection with physician affiliations.  Capital
available for health care companies, whether raised through the issuance of debt
or equity securities, is quite limited.  As a result, the Company may be unable
to obtain sufficient financing on terms satisfactory to management or at all.

                                       15
<PAGE>

                               US ONCOLOGY, INC.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

In the normal course of business, the financial position of the Company is
routinely subjected to a variety of risks.  Among these risks is the market risk
associated with interest rate movements on outstanding debt.  The Company
regularly assesses these risks and has established policies and business
practices to protect against the adverse effects of these and other potential
exposures.

The Company's borrowings under the Credit Facility and subordinated notes due to
affiliated physicians contain an element of market risk from changes in interest
rates.  The Company manages this risk, in part, through the use of interest rate
swaps.  The Company does not enter into interest rate swaps or hold other
derivative financial instruments for speculative purposes.  The Company was not
obligated under any interest rate swap agreements during the period ending June
30, 2000.

For purposes of specific risk analysis, the Company uses sensitivity analysis to
determine the impact that market risk exposures may have on the Company.  The
financial instruments included in the sensitivity analysis consist of all of the
Company's cash and equivalents, long-term and short-term debt and all derivative
financial instruments.

To perform sensitivity analysis, the Company assesses the risk of loss in fair
values from the impact of hypothetical changes in interest rates on market
sensitive instruments.  The market values for interest rate risk are computed
based on the present value of future cash flows as impacted by the changes in
the rates attributable to the market risk being measured.  The discount rates
used for the present value computations were selected based on market interest
rates in effect at June 30, 2000.  The market values that result from these
computations are compared with the market values of these financial instruments
at June 30, 2000.  The differences in this comparison are the hypothetical gains
or losses associated with each type of risk.  A one percent increase or decrease
in the levels of interest rates on variable rate debt with all other variables
held constant would not result in a material change to the Company's results of
operations or financial position or the fair value of its financial instruments.



PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

The provision of medical services by the Company's affiliated physicians entails
an inherent risk of professional liability claims.  The Company does not control
the practice of medicine by physicians or the compliance with regulatory and
other requirements directly applicable to physicians and physician groups.
Because the Company's affiliated physician groups purchase and resell
pharmaceutical products, they face the risk of product liability claims.  The
Company maintains insurance coverage that it believes to be adequate both as to
risks and amounts.  In addition, pursuant to the management services agreements
with the affiliated physician groups, the affiliated practices and the Company
are required to maintain comprehensive professional liability insurance.
Successful malpractice claims asserted against the Company or one of the
affiliated physician groups could, however, have a material adverse effect on
the Company.

A range of federal, civil and criminal laws target false claims and fraudulent
activities.  One of the most significant is the Federal False Claims Act, which
prohibits the submission of a false claim or the making of a false record or
statement in order to secure reimbursement.  In addition to the government
bringing claims under the False Claims Act, qui tam, or "whistleblower," actions
may be brought by private individuals on behalf of the government.  A violation
under the Federal False Claims Act occurs each time a claim is submitted to the
government or each time a false record is used to get a claim approved, when the
claim is false and the defendant acted knowingly.  Under the False Claims Act,
defendants face exclusion from the Medicare/Medicaid programs and monetary
damages of $5,000 to $10,000 for each false claim, as well as treble damages.

                                       16
<PAGE>

                               US ONCOLOGY, INC.


PART II.   OTHER INFORMATION - continued

The Company has been informed that the Company and an affiliated physician group
are the subject of allegations that their billing practices may violate the
Federal False Claims Act. The allegations are the result of two qui tam
complaints filed under seal prior to the merger of PRN with a subsidiary of US
Oncology. The U.S. Department of Justice is currently investigating the
allegations in order to determine if the United States will intervene and pursue
the claims on behalf of the plaintiffs. If the United States does not intervene,
the plaintiffs may continue to pursue the claims individually. Because the
complaints are under seal, and because the Department of Justice is in the
process of investigating the claims, the Company is unable to fully assess, at
this point in time, the nature or magnitude of these allegations. If the
plaintiffs and/or the United States were to prevail in these claims, the
resulting judgement could have a material adverse effect on the Company. In
addition, addressing the complaints and government investigation has required
and may continue to require the Company to devote significant financial and
other resources to the process, regardless of the ultimate outcome of the
claims. Because qui tam actions are filed under seal, there is a possibility
that the Company could be the subject of other qui tam actions of which it is
unaware.

In addition to the legal proceeding described in the prior paragraph, the
Company and its affiliated physicians are defendants in a number of lawsuits
involving employment disputes and breach of contract claims.  Although the
Company believes the allegations are customary for the Company's size and scope
of operations, adverse judgements, individually or in the aggregate, could have
a material adverse effect on the Company.


ITEM 2. CHANGES IN SECURITIES

In connection with each affiliation transaction between the Company and a
physician group, the Company purchases the nonmedical assets of, and enters into
a long-term management services agreement with, that physician group.  In
consideration for that arrangement, the Company typically pays cash, issues
subordinated promissory notes (in general, payable in equal installments on the
third through seventh anniversaries of the closing date at an annual interest
rate of seven percent) and unconditionally agrees to deliver shares of Common
Stock at future specified dates (in general, on each of the third through fifth
anniversaries of the closing date).  The price per share is the lower of the
average of the closing price per share for the five days preceding the date of
the letter of intent or the closing date with respect to such affiliation
transaction.

During the first six months of 2000, the Company affiliated with nine physician
groups consisting of 23 physicians.  In conjunction with these transactions the
Company agreed to issue 1,595,584 shares of Common Stock and issued $9.8 million
of subordinated promissory notes.  Each sale was a private placement made in
connection with a physician transaction, as described in general in the
preceding paragraph.  All of the physicians involved in such transactions during
the first six months of 2000 are accredited investors.  No underwriter was
involved in any such sale, and no commission or similar fee was paid with
respect thereto.  Each sale was not registered under the Securities Act of 1933
in reliance on Section 4(2) of such Act and Rule 506 enacted thereunder.

                                       17
<PAGE>

PART II. OTHER INFORMATION - continued

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  The Company held its Annual Meeting of Stockholders on May 18, 2000.
(b)  No disclosure required
(c)  The following matters were voted upon at the Annual Meeting:

(i)   Election of Class I Directors


      Nominee                                  Votes For     Authority Withheld
      -------                                  ---------     ------------------
      J. Taylor Crandall                       71,337,031       9,733,168
      James E. Dalton                          71,337,031       9,733,168
      Edward E. Rogoff, M.D.                   71,321,349       9,748,850
      Burton S. Schwartz, M.D.                 71,321,349       9,748,850

      (ii)   Other Matters
<TABLE>
<CAPTION>

     Proposal                                        Votes For      Votes Against     Withheld Authority
     --------                                        ---------      -------------     ------------------
      <S>                                              <C>               <C>                <C>
Approval of amendments to the Company's
1993 Non-Employee Director Stock Option Plan         68,213,594      12,740,171              116,434

Ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's
independent accountants for the year
ending December 31, 2000                             72,691,569       8,344,181               34,449
</TABLE>

No broker non-votes were recorded.

(d) No disclosure required.

                                       18
<PAGE>

                               US ONCOLOGY, INC.


PART II. OTHER INFORMATION - continued

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  Exhibits

 Exhibit
 Number     Description
  ------    -----------

  3.1      Amended and Restated Certificate of Incorporation (filed as Exhibit
           3.1 to the Company's Form 8-K/A filed June 17, 1999 and incorporated
           herein by reference)

  3.2      Amended and Restated By-Laws (filed as Exhibit 3.2 to the Company's
           Form 8-K/A filed June 17, 1999 and incorporated herein by reference)

  4.1      Rights Agreement between the Company and American Stock Transfer &
           Trust Company (incorporated by reference from Form 8-A filed June 2,
           1997)

  4.2      Form of 8.42% Senior Secured Note due 2006 (filed as Exhibit 4.2 to
           the Company's Annual Report on Form 10-K for the year ended December
           31, 1999 and incorporated herein by reference)

 10.1      Amendment to the Company's 1993 Non-Employee Director Stock Option
           Plan (incorporated by reference to page 15 of the Company's Proxy
           Statement filed April 18, 2000).

 27        Financial Data Schedule

(b)  Reports on Form 8-K

  The Company did not file any current reports on Form 8-K during the first six
months of 2000.

                                       19
<PAGE>

                               US ONCOLOGY, INC.

                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date: August 14, 2000                  US ONCOLOGY, INC.



                                       By:  /s/  R. Dale Ross
                                           --------------------
                                           R. Dale Ross, Chief Executive Officer
                                           (duly authorized signatory)



                                       By:  /s/  Kathleen G. Lokay
                                          -------------------------
                                          Interim Principal Financial and
                                          Accounting Officer

                                       20