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                      SECURITIES  AND EXCHANGE COMMISSION

                            WASHINGTON, DC    20549

                                   FORM 8-K

                                CURRENT REPORT


                      PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): December 18, 1997

                         INTEGRATED ORTHOPAEDICS, INC.
         ------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                                     TEXAS
                                     -----
                (State or other jurisdiction of incorporation)


               1-10677                                     76-0203483
               -------                                     ----------
      (Commission File Number)                          (I.R.S. Employer
                                                        Identification No.)


                          5858 Westheimer, Suite 500
                             Houston, Texas  77057
                             ---------------------
                    (Address of principal executive office,
                              including zip code)

      Registrant's telephone number, including area code:  (713) 225-5464

         ------------------------------------------------------------
         (former name or former address, if changed since last report)

The Exhibit Index is located at page    4   .
                                     ------- 

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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.


On December 18, 1997, Integrated Orthopaedics, Inc. acquired (i) the accounts
receivable and (ii) (a) 70% of the outstanding capital stock of Lancaster
Orthopedic Group, Inc. ("LOG, Inc.") and (b) the irrevocable right to acquire
the remaining 30% of the outstanding capital stock of LOG, Inc. on the same
financial terms as the 70% of the capital stock acquired at the time of the
transaction.  The Company anticipates acquiring one-half of the remaining 30% of
the LOG, Inc. stock in January 1998 and the balance of the outstanding LOG, Inc.
stock in July 1998.  At the time of the transaction, LOG, Inc. entered into a
long-term management agreement with the medical practice conducted by Lancaster
Orthopedic Group, P.C., ("LOG, PC"), an eleven-physician orthopaedic medicine
practice located in Lancaster, Pennsylvania.  Including the consideration the
Company has delivered into trust to fund the anticipated acquisition of the
remaining 30% of the LOG, Inc. stock, the Company delivered aggregate
consideration of approximately $11,847,000, including (i) cash and estimated
transaction costs of approximately $10,085,000 and (ii) 362,502 shares of the
Company's common stock.  In connection with the transaction, the Company also
agreed to undertake operating leases covering the facilities from which LOG,
Inc. had historically rendered its medical services.  The use of these
facilities will be provided to LOG, PC pursuant to the Company's obligations
under the management agreement.  The purchase price was determined after arms-
length negotiations between the Company and the physician owners of LOG, Inc.
The cash portion of the transaction was funded from the Company's existing cash
reserves.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.


     Pro forma financial information.

         To be filed on Form 8-K/A as soon as practicable, but not later than
         60 days after this Form 8-K is filed.


     Exhibits.

         99.01*  Stock Purchase Agreement by and among Integrated Orthopaedics,
                 Inc., Wayne Conrad, MD, J. Paul Lyet, MD, Timothy Tymon, MD,
                 Raymond Peart, MD, I. Stanley Porter, MD, Gary Zartman, MD, and
                 Mark K. Perezous, MD dated December 15, 1997.

     *   Schedules and exhibits have been omitted from the above listed
     agreement. The Company agrees to furnish a supplementary copy of any
     omitted exhibit or schedule to the Securities and Exchange Commission upon
     request.

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                                  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, hereunto duly authorized.

                                      INTEGRATED ORTHOPAEDICS, INC.
                                         (Registrant)



Date:  January 2, 1998                By /s/ Ronald E. Pierce
                                        -------------------------
                                        Ronald E. Pierce
                                        President

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                                 EXHIBIT INDEX
                                 -------------


Exhibit No.        Description                                         
-----------        -----------                                         
   99.01           Stock Purchase Agreement by and among               
                   Integrated Orthopaedics, Inc., Wayne
                   Conrad, MD, J. Paul Lyet, MD, Timothy
                   Tymon, MD, Raymond Peart, MD, I. Stanley
                   Porter, MD, Gary Zartman, MD, and Mark
                   K. Perezous, MD dated December 15, 1997.
 

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