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

                                   FORM 10-QSB
   -------------------------------------------------------------------------

(Mark One)
[ X ]    Quarterly report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934

         For the quarterly period ended September 30, 1996

[   ]    Transition report pursuant to Section 13 or 15(d) of the Exchange Act

         For the transition period from _______ to _______

                        Commission file number 333-3762-A
                 ----------------------------------------------

                         THE DOCTORS' HEALTH PLAN, INC.
           (Name of small business issuer as specified in its charter)

          Florida                                       59-3369916
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                              760 Riverside Avenue
                           Jacksonville, Florida 32204
                    (Address of principal executive offices)

                                  (904)354-5115
                           (Issuer's telephone number)
                 -----------------------------------------------

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes   X           No
     ---
                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest  practicable  date: 10,000 shares of Class B
Common Stock,  $.001 par value, and 1,000 shares of Class C Common stock,  $.001
par value, respectively, were outstanding as of September 30, 1996.

         Transitional Small Business Disclosure Format (check one):

Yes               No  X
                     ---


<PAGE>



                                     PART I
Item 1.
                              FINANCIAL INFORMATION

                         INTERIM FINANCIAL STATEMENTS OF
                         THE DOCTORS' HEALTH PLAN, INC.
                            AS OF SEPTEMBER 30, 1996
<TABLE>
<CAPTION>


                         THE DOCTORS' HEALTH PLAN, INC.
                         ------------------------------
                          (a development stage company)
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                                                                                 December 31,  September 30,
                                                                                 ------------  -------------
                                                                                    1995           1996
                                                                                    ----           ----
                                                                                  (Audited)     (Unaudited)
                                     ASSETS

<S>                                                                              <C>         <C>          
Current assets:
   Cash and cash equivalents                                                     $  34,574   $       9,046
   Restricted cash - escrowed stock subscription proceeds                            -           1,460,500
   Prepaid expenses                                                                  -              60,052
                                                                               -----------     -----------
       Total current assets                                                         34,574       1,529,598

Deferred public offering costs                                                     -               185,650
Organization costs                                                                  64,191          52,155
Loan costs                                                                           5,000           5,000
                                                                                 ---------    ------------

       Total assets                                                               $103,765   $   1,772,403
                                                                                   =======       =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current liabilities:
   Payable to former stockholders                                                $  10,000   $      -
   Accounts payable and accrued expenses                                             7,019          -
   Escrowed stock subscription proceeds                                             -            1,460,500
                                                                              ------------       ---------
       Total current liabilities                                                    17,019       1,460,500

Bank line of credit                                                                 50,000         353,000
                                                                                  --------      ----------
       Total liabilities                                                            67,019       1,813,500
                                                                                  --------       ---------

Redeemable Series A preferred stock, $.001 par value, 100,000 shares authorized,
   32,074 shares issued
   and outstanding (Note 3)                                                        320,740         320,740

Stockholders' equity (deficit):
   Class B common stock, $.001 par value; 5,000,000 shares
     authorized, 10,000 shares issued and outstanding                                   10              10
   Class C common stock, $.001 par value; 5,000,000 shares
     authorized, 1,000 shares issued and outstanding                                     1               1
   Capital in excess of par value                                                   34,989          34,989
   Deficit accumulated during the development stage                               (318,994)       (396,837)
                                                                                   -------      ----------
       Total stockholders' equity (deficit)                                       (283,994)       (361,837)
                                                                                   -------      ----------

       Total liabilities and stockholders' equity (deficit)                       $103,765      $1,772,403
                                                                                   =======       =========

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
                         THE DOCTORS' HEALTH PLAN, INC.
                         ------------------------------
                          (a development stage company)
                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                    ----------------------------------------

                                                             For the Three               For the Nine
                                                             Months Ended                Months Ended
                                                           September 30,                September 30,
                                                           -------------                -------------
                                                          1995          1996          1995         1996
                                                          ----          ----          ----         ----
                                                       (Unaudited)   (Unaudited)   (Unaudited)  (Unaudited)

Revenues:
<S>                                                     <C>           <C>          <C>            <C>     
   Interest income                                      $    101      $  4,084     $      384     $  4,086

Costs and expenses:
   Development and start-up costs                         74,818        -             281,094       -
   General and administrative                              3,427        27,769          5,972       60,652
   Amortization of organization costs                     -              4,012         -            12,036
   Interest                                               -              4,480         -             9,241
                                                      ----------       -------   ------------      -------
     Total costs and expenses                             78,245        36,261        287,066       81,929
                                                          ------        ------        -------       ------

Net loss                                                $(78,144)     $(32,177)    $ (286,682)    $(77,843)
                                                        ========      ========     ==========     ======== 
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>


                         THE DOCTORS' HEALTH PLAN, INC.
                         ------------------------------
                          (a development stage company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

                                                                    For the Three                For the Nine
                                                                    Months Ended                 Months Ended
                                                                  September 30,                September 30,
                                                                  -------------                -------------
                                                               1995             1996         1995           1996
                                                               ----             ----         ----           ----
                                                            (Unaudited)      (Unaudited)  (Unaudited)    (Unaudited)
<S>                                                           <C>             <C>         <C>            <C>       
Cash flows from operating activities:
   Net loss                                                   $ (78,144)      $(32,177)   $ (286,682)    $  (77,843)
   Adjustments to reconcile net loss to
     net cash used for operating activities:
       Amortization of organization costs                        -               4,012        -              12,036
       Decrease (increase) in prepaid expenses                   -               6,673        -             (60,052)
       Increase (decrease) in accounts payable
         and accrued expenses                                    12,054         (8,112)       12,428         (7,019)
                                                                 ------        -------      --------      ---------
         Net cash used for operating activities                 (66,090)       (29,604)     (274,254)      (132,878)
                                                                 ------         ------       -------        -------

Cash flows from investing activities:
   Deferred public offering costs incurred                       -             (23,860)       -            (185,650)
                                                             ----------         ------  ------------        -------
         Net cash used for investing activities                  -             (23,860)       -            (185,650)
                                                             ----------         ------  ------------        -------

Cash flows from financing activities:
   Proceeds from notes payable                                   -             -             250,000         -
   Repayment of debt to former stockholders                      -              (1,000)       -             (10,000)
   Net borrowings under line of credit                           -              58,000        -             303,000
                                                             ----------         ------  ------------        -------
         Net cash provided by financing activities               -              57,000       250,000        293,000
                                                             ----------         ------       -------        -------

Net (decrease) increase in cash and
   cash equivalents                                             (66,090)         3,536       (24,254)       (25,528)

Cash and cash equivalents, beginning of period                   66,375          5,510        24,539         34,574
                                                                 ------        -------      --------       --------

Cash and cash equivalents, end of period                      $     285       $  9,046    $      285     $    9,046
                                                               ========        =======     =========      =========
</TABLE>

Supplemental schedule of noncash investing and financing activities:

     In  1996,   the  Company  has  received   $1,460,500  in  escrow  in  stock
subscriptions for its Class A common stock.

     In 1995,  the Company  exchanged  long-term  debt of  $310,000  and accrued
interest of $10,740 payable to stockholders for preferred stock.

     In addition,  the Company  converted  $45,000 of common stock issued by its
subsidiary  into  $35,000 of common  stock  issued by the  Company  and  $10,000
payable to former stockholders.

See accompanying notes to consolidated financial statements.


<PAGE>


                         THE DOCTORS' HEALTH PLAN, INC.
                          (a development stage company)
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 1996 and 1995


Note 1 - Interim Statement Adjustments
--------------------------------------
         The unaudited interim  consolidated  financial  statements  reflect all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement of the results for the periods  presented.  All  adjustments  are of a
normal and recurring nature. The interim  consolidated  financial statements are
designed to be read in conjunction with the most recent  consolidated  financial
statements.


Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------
     The  following  is a summary  of  significant  accounting  policies  of The
Doctors' Health Plan, Inc. (the Company):

         Basis of Consolidation
         ----------------------
     The consolidated  financial statements include the accounts of The Doctors'
Health Plan, Inc. (the Company) and its  wholly-owned  subsidiary,  The Doctors'
Health Plan of Florida,  Inc. (DHPF). All significant  intercompany accounts and
transactions have been eliminated.

         Organization and Operations
         ---------------------------
         The Company was incorporated on March 1, 1996, under the sponsorship of
the  Florida  Medical  Association,  Inc.  and the Florida  Osteopathic  Medical
Association,  Inc. for the purpose of  developing  a statewide,  physician-owned
health maintenance  organization (HMO). The Company's  wholly-owned  subsidiary,
The Doctors' Health Plan of Florida, Inc., was incorporated on October 22, 1993.
The original shareholders of the Company's wholly-owned  subsidiary included the
Florida  Medical  Association,  Inc.  (FMA),  the  Florida  Osteopathic  Medical
Association, Inc. (FOMA), Florida Independent Physicians Association (FIPA), the
respective FIPA regions,  and the Independent  Physicians  Association Region IX
(IPA). The Company is in the development stage and its efforts through September
30, 1996 have been principally  devoted to  organizational  activities,  raising
capital  and  feasibility  and  developmental  efforts.  Management  anticipates
incurring  additional  expenses as it  continues to raise  capital  necessary to
start the HMO.

         Basis of Accounting
         -------------------
         The accompanying financial statements are prepared on the accrual basis
of accounting in accordance with generally accepted accounting principles.



<PAGE>


                                       -2-


         Use of Estimates
         ----------------
         The  preparation of financial  statements in conformity  with generally
accepted accounting  principles (GAAP) requires management to make estimates and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period.

         Organization Costs
         ------------------
         Organization  costs,  which are  stated  at cost,  are  amortized  on a
straight-line  basis over the  estimated  period of benefit not to exceed  sixty
months.

         Cash and Cash Equivalents
         -------------------------
         For purposes of the Statement of Cash Flows, the Company  considers all
highly liquid  investments  purchased with a maturity of three months or less to
be cash equivalents.

         Development and Start-Up Costs
         ------------------------------
         Development  and start-up costs are recorded at cost.  These costs have
been incurred since  inception and represent  costs  associated with the ongoing
development of the Company.  Such costs are expensed when no discernible  future
economic benefits exist.


Note 3 - Capitalization
-----------------------

         Redeemable Preferred Stock
         --------------------------
         In 1995,  the Company  issued  32,074  shares of its Series A Preferred
Stock, $.001 par value per share ("Series A Preferred  Stock"),  in exchange for
notes payable and accrued  interest  totaling  $320,740.  The Series A Preferred
Stock  entitles  the holder to  cumulative  annual  dividends of $1.00 per share
payable  annually  beginning  March 1, 1997, and to preference in the payment of
dividends  and in  liquidation  over holders of the  Company's  common stock and
other series of preferred stock.

         The Series A Preferred  Stock is required to be redeemed on the earlier
of April 1, 1998,  or the date on which the  Company  completes  an  offering of
Class A Common  Stock  totaling a minimum  of  $30,000,000.  On this  date,  the
Company  shall  redeem  all of the  issued  and  outstanding  shares of Series A
Preferred  Stock for  $10.00  per share plus all  accrued  and unpaid  dividends
thereon, to and including the redemption date.




<PAGE>


                                       -3-


         Common Stock
         ------------
         On June 7, 1996, the Securities and Exchange  Commission approved a $60
million  restricted  stock offering of the Company's  Class A common stock.  The
proceeds of the offering will be used to fund all of the costs  associated  with
developing the HMO. As of September 30, 1996,  subscriptions totaling $1,460,500
for the Class A common stock had been received in escrow.

         From  inception  through  September  30,  1996,  the Company has issued
10,000 shares of its Class B common stock to Florida Medical  Association,  Inc.
(FMA)  and  1,000  shares of its  Class C common  stock to  Florida  Osteopathic
Medical  Association,   Inc.  (FOMA).  These  shares  were  issued  through  the
conversion of previously  issued common stock of DHPF into shares of the Company
for a total  consideration  of $35,000.  In addition,  IPA and FIPA Class common
stock owned by former  stockholders of DHPF was converted into rights to receive
$1,000 per share for a total of $10,000 from the Company.








<PAGE>




Item 2.                          MANAGEMENT'S PLAN OF OPERATION


                               PLAN OF OPERATIONS

         Summary of Certain Prior Activities.  The Doctors' Health Plan, Inc., a
Florida  corporation  ("Company"),  was incorporated on March 1, 1996, under the
sponsorship  of the Florida  Medical  Association  and the  Florida  Osteopathic
Medical  Association for the purpose of developing a statewide,  physician-owned
health maintenance  organization ("HMO"). The Company's wholly owned subsidiary,
The Doctors' Health Plan of Florida, Inc., was incorporated on October 22, 1993.
The original shareholders of the Company's wholly-owned  subsidiary included the
Florida  Medical  Association  (occasionally  referred to herein as "FMA"),  the
Florida  Osteopathic  Medical  Association  (occasionally  referred to herein as
"FOMA"),  Florida Independent Physicians  Association  (occasionally referred to
herein as "FIPA"), the respective FIPA regions,  and the Independent  Physicians
Association (occasionally referred to herein as "IPA") Region IX.

         Since the formation of the Company's  wholly-owned  subsidiary,  it has
investigated  strategic  alternatives for the Company,  and has engaged in other
pre-operational  activities,  including  preparation of the conduct of a limited
offering of its Class A Common Stock to eligible offerees (the "Offering").  The
Company's  subsidiary  was  initially  capitalized  with funds  advanced  by the
Florida Medical Association and the Florida Osteopathic Medical Association. The
FMA also invested initial equity of $25,000, and FOMA invested initial equity of
$10,000 in the  Company.  In addition,  the FMA has  guaranteed a line of credit
established  in favor of the Company with First Union  National Bank of Florida.
In April 1996, the FMA purchased  31,025 shares and FOMA purchased  1,049 shares
of the  Company's  Series A Preferred  Stock in  exchange  for  cancellation  of
$320,740 owed by the Company to the FMA and FOMA under certain promissory notes.

         The Company  anticipates that the FIPA Regions and IPA Region IX, which
are independent practice associations, or the members of those organizations who
are  shareholders  of the Company,  will comprise a  significant  portion of the
provider panel for the Company.  FIPA,  the FIPA Regions,  and IPA Region IX may
serve as  contracting  agents for certain  physician  providers  in  negotiating
provider agreements. The Company believes that share ownership of the Company by
FIPA,  the FIPA Regions,  or IPA Region IX might create a perceived  conflict of
interest. Accordingly,  effective in April 1996, all of the capital stock of the
Company's  subsidiary  formerly owned by these  organizations was converted in a
merger transaction into the right to receive the original purchase price paid by
these  organizations  for such capital stock. The Company intends,  however,  to
maintain a strong relationship with these independent practice associations.

         The plan of operations for the Company for the following  twelve months
is described below.



<PAGE>



         Cash Requirements. Management estimates, based on information available
to it at this time, that if the Company sells a minimum of 3,000,000 shares, the
proceeds of the Offering  will satisfy the  Company's  cash  requirements  for a
period of approximately  33 months following the completion of the Offering.  If
the Company sells a minimum of 500,000 shares,  the Company will not be required
to raise additional funds during the next twelve months.

         The  Company  intends to utilize  its line of credit  with First  Union
National Bank of Florida to fund its operations  pending the sale of the Minimum
Proceeds and may use it to fund short-term cash requirements after completion of
the Offering.  The Company's  line of credit has a $1,000,000  maximum limit (of
which  $647,000.00 was available as of September 30, 1996),  and bears interest,
payable monthly, at 0.5% above First Union's prime rate of interest.  The entire
outstanding  principal  balance,  together with accrued interest,  is payable on
October 17, 1997. The line of credit is guaranteed by the FMA.

         Licensing  and  Qualifications.  In order to  operate  as an HMO in the
state of Florida,  the Company must obtain a certificate of authority  issued by
the Florida  Department  of  Insurance  and a health care  provider  certificate
issued by the  Florida  Agency for Health  Care  Administration.  To obtain such
certificates,  the  Company  must comply with  certain  regulatory  requirements
relating to the  financial  condition and proposed  operating  procedures of the
Company.  Florida law also  requires  that each HMO be accredited by an approved
accrediting organization such as the Joint Commission on Accreditation of Health
Care  Organizations,  the  National  Committee  of  Quality  Assurance,  or  the
Accreditation Association for Ambulatory Health Care, within one (1) year of the
Company's receipt of its certificate of authority.

         Over the next 12  months,  the  Company  intends to seek and obtain the
necessary  licenses,  approvals,  and  accreditations to operate as an HMO under
Florida law. The Company will also seek  designation  by the Florida  Agency for
Health  Care  Administration  as  an  accountable  health  partnership.   As  an
accountable health partnership,  the Company will be able to provide health care
plans to the ten (10) community health  purchasing  alliances  designated by the
state of  Florida.  During  the  next 12  months,  the  Company  may  also  seek
qualification as a federally qualified HMO.

         Strategic  Alternatives.  Over the next 12  months,  the  Company  will
continue to evaluate and pursue various strategic  alternatives for the Company.
Depending on available  opportunities,  this may include  exploring the possible
acquisition  of other  existing  HMOs or a merger or  affiliation  with  another
existing HMO.

         The Company likely will  investigate  existing  HMO's  operating in the
Florida market that are potential acquisition candidates.  The acquisition of an
existing,  operational HMO offers certain advantages over the establishment of a
new HMO. By  acquiring  an existing  HMO,  the Company  would  acquire  existing
management capability,  corporate infrastructure and information systems, and an
existing  subscriber  population.  Accordingly,  the  Company  will  continue to
evaluate the  possibility of acquiring or affiliating  with an existing HMO. The



<PAGE>



Company has not yet  established  any specific  criteria for an  acquisition  or
merger  candidate,  and any  acquisition  or  merger  would be  within  the sole
discretion  of  management,  except to the extent  shareholder  approval  of the
transaction  may be required  under the Florida  Business  Corporation  Act. Any
merger or  acquisition  transaction  could  involve the  issuance of  additional
equity  or  debt  obligations  of the  Company  to the  acquired  entity  or its
shareholders  possibly diluting the ownership interest of existing  shareholders
or the book value of the Company.

         Provider  Network.  The Company's  success is largely  dependent on the
Company's ability to develop an extensive network of physician  providers.  Over
the next 12 months,  the Company will devote  substantial  efforts to developing
and credentialing  its health care delivery  network.  The Company will begin by
establishing  credentialing  standards for its physician  providers.  Once these
standards have been  established,  the Company will develop a physician  network
among its physician shareholders. The Company anticipates that this network will
consist of thousands of primary care and  specialist  physicians  throughout the
state of  Florida.  If  required  to provide  services  under  health care plans
established by the Company, the Company will credential additional physicians or
health care providers that are not shareholders of the Company.

         Recruiting Management and Other Personnel. Over the next 12 months, the
Company will devote  substantial  efforts to recruiting and engaging a new chief
executive  officer,  a chief  operating  officer,  and other  senior  management
personnel  that are  experienced  in the  operation  of HMOs.  The Company  will
develop a salary and benefit package for executive personnel that will permit it
to attract quality  management.  The Company may engage a personnel  recruitment
firm to assist the  Company in these  efforts.  The  Company  will also  recruit
additional staff on an as-needed basis.

         Management  Information  Systems. The Company's success will be largely
dependent  upon its  ability  to acquire  and  maintain  management  information
systems  to  provide  centralized  billing  services,   tracking  of  enrollees,
verification of an enrollees's  status,  and to implement  quality assurance and
utilization review programs. The Company will likely engage consultants over the
next 12 months to help it design  and  acquire  management  information  systems
which will permit the Company to meet its data processing and analysis needs.

         Lease  of  Office  Space.  Within  the  next  12  months,  the  Company
anticipates that it will lease office space for its administrative and executive
offices in  accordance  with its needs.  The Company  may also lease  additional
office space for regional  offices that it intends to establish over the next 12
months.

         Product  Development.  Over the next 12 months, the Company will engage
actuarial  personnel and  consultants,  establish  underwriting  guidelines  and
pricing methodologies,  and conduct market and consumer research. Based on these
and other  activities,  the Company will develop health care plan products which
will be marketed  directly to employers.  The Company  anticipates  that it will
develop a variety of health  care plan  products  over the next 12  months.  The



<PAGE>



principal  product to be developed  by the Company  will be a capitated  benefit
plan,  although the Company  likely will develop other types of plans,  possibly
including a fee-for-service plan and a point of service plan.

         Marketing.  Over the next 12 months,  the  Company  will  engage a Vice
President of Marketing and additional marketing  personnel.  In conjunction with
these employees, the Company will develop a comprehensive marketing strategy for
the marketing of its health care plans. Due to the highly regionalized nature of
the Florida health care delivery  system,  the Company  anticipates that it will
divide its marketing  efforts among several regions.  During the next 12 months,
the Company  anticipates  that its  marketing  efforts will  include  conducting
extensive  market  and  consumer   research,   developing  a  comprehensive  and
regionalized   market  plan,  and  commencing   marketing  efforts  directly  to
employers.

         Quality Assurance and Utilization  Review. Over the next 12 months, the
Company will develop and  implement  quality  assurance and  utilization  review
programs.  The Company  anticipates that it will establish quality assurance and
utilization  review committees which will establish these criteria.  The Company
currently  anticipates  that it will seek to manage medical  costs,  in part, by
controlling  inappropriate services. The utilization review programs used by the
Company  may include  pre-admission  certification,  prospective  length of stay
approvals,  second surgical opinions,  concurrent review, discharge planning and
review,  mandatory ambulatory surgical  procedures,  and other programs that the
Company may implement from time to time.

         Risk  Management.  Over the next 12 months,  the Company will determine
its insurance requirements for general liability insurance,  business insurance,
and property insurance.  In addition, the Company will determine its reinsurance
and stop loss  requirements.  Once these  criteria  have been  established,  the
Company will obtain  insurance from an  appropriate  carrier.  In addition,  the
Company will seek to implement  risk  management  procedures in accordance  with
criteria to be established by management of the Company.



<PAGE>



                                     PART II

                                OTHER INFORMATION


Item 1.  Legal Proceedings

           None

Item 2.  Changes in Securities

            None

Item 3.  Defaults upon Senior Securities

            None

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

            None

Item 5.  Other Information

            None

Item 6.  Exhibits and Reports on Form 8-K

           (a) Exhibits

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

                3.1                  Articles of  Incorporation  of The Doctors'
                                     Health  Plan,  Inc.  (Exhibit  3.1  to  the
                                     Company's  Registration  Statement  on Form
                                     SB-2,  Registration  No.  333-3762-  A,  is
                                     incorporated herein by reference).

                3.2                  Bylaws of The Doctors'  Health  Plan,  Inc.
                                     (Exhibit 3.2 to the Company's  Registration
                                     Statement  on Form SB-2,  Registration  No.
                                     333-3762-A,   is  incorporated   herein  by
                                     reference).






<PAGE>



                4.1                  Form  of  Stock  Certificate  for  Class  A
                                     Common Stock  (Exhibit 3.3 to the Company's
                                     Registration   Statement   on   Form   SB-2
                                     Registration    No.    333-3762-    A,   is
                                     incorporated herein by reference).

                4.2                  Form of Subscription Agreement (Exhibit 4.1
                                     to the Company's  Registration Statement on
                                     Form SB-2 Registration No.  333-3762-A,  is
                                     incorporated herein by reference).

                4.3                  Articles of  Incorporation  of The Doctors'
                                     Health  Plan,  Inc.  (Exhibit  3.1  to  the
                                     Company's  Registration  Statement  on Form
                                     SB-2   Registration  No.  333-3762-  A,  is
                                     incorporated herein by reference).

                4.4                  Bylaws of The Doctors'  Health  Plan,  Inc.
                                     (Exhibit 3.2 to the Company's  Registration
                                     Statement  on Form  SB-2  Registration  No.
                                     333-3762-A,   is  incorporated   herein  by
                                     reference).

                10.1                 Escrow  Agreement with First Union National
                                     Bank  of  Florida   (Exhibit  10.1  to  the
                                     Company's  Registration  Statement  on Form
                                     SB-2,  Registration  No.  333-  3762-A,  is
                                     incorporated herein by reference ).

                10.2                 Agreement  for  Consulting   Services  with
                                     Douglas Capital  Management,  Inc. (Exhibit
                                     10.1   to   the   Company's    Registration
                                     Statement  on Form SB-2,  Registration  No.
                                     333-3762-A,   is  incorporated   herein  by
                                     reference ).

                10.3                 Line of Credit  Promissory  Note payable to
                                     First  Union   National   Bank  of  Florida
                                     (Exhibit 10.1 to the Company's Registration
                                     Statement  on Form SB-2,  Registration  No.
                                     333-3762-A,   is  incorporated   herein  by
                                     reference ).




<PAGE>




                27                   Financial Data Schedules attached hereto as
                                     Exhibit "A"

         (b)  Report on Form 8-K

               None


<PAGE>








         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   THE DOCTORS' HEALTH PLAN, INC. a
                                   Florida corporation

                                       (Registrant)



Date: November 14, 1996            /s/ Charles P. Hayes, Jr., M.D.
                                   -------------------------------
                                   Chairman of the Board


Date: November 14, 1996            /s/ Juan Wester, M.D.
                                   ---------------------
                                    Treasurer




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