<PAGE>

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

                        --------------------------------

                                    FORM 10-Q
       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


         (MARK ONE)

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
               SEPTEMBER 30, 2000

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
               FROM_______________________________________________

                           COMMISSION FILE NO. 0-23311


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


                        DELAWARE                                 75-2648089
              (State or other jurisdiction                    (I.R.S. Employer
                 of incorporation or                           Identification)
                   organization)

                                2200 ROSS AVENUE
                                3600 CHASE TOWER
                               DALLAS, TEXAS 75201
          (Address of principal executive offices, including zip code)

                                 (214) 303-2776
              (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 [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

<TABLE>
<CAPTION>

                 CLASS                         OUTSTANDING AT NOVEMBER 1, 2000
                 -----                         -------------------------------
      <S>                                      <C>
     COMMON STOCK, $0.0001 PAR VALUE                19,506,478  SHARES
</TABLE>

<PAGE>


                                RADIOLOGIX, INC.

                                    FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>

FORM 10-Q ITEM                                                                                                 PAGE
<S>                                                                                                            <C>
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Balance Sheets as of September 30, 2000 (Unaudited) and December 31, 1999......   1

                  Consolidated Statements of Income (Unaudited) for the three months and nine months
                  ended September 30, 2000 and 1999...........................................................   2

                  Consolidated Statements of Cash Flows (Unaudited) for the three months and nine months
                  ended September 30, 2000 and 1999...........................................................   3

                  Notes to Consolidated Financial Statements..................................................   4

         Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ......   9

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk .................................  16

PART II. OTHER INFORMATION

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

         Item 2.  Changes in Securities and Use of Proceeds...................................................  16

         Item 3.  Defaults Upon Senior Securities.............................................................  16

         Item 4.  Submission of Matters to a Vote of Security Holders.........................................  17

         Item 5.  Other Information ..........................................................................  17

         Item 6.  Exhibits and Reports on Form 8-K............................................................  17

SIGNATURES....................................................................................................  18
</TABLE>

<PAGE>


                        RADIOLOGIX, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>

                                                                               SEPTEMBER 30,      DECEMBER 31,
                                                                                  2000               1999
                                                                               ------------       ------------
                                                                                (UNAUDITED)
<S>                                                                            <C>                <C>
CURRENT ASSETS:
   Cash and cash equivalents................................................  $      4,704       $      4,302
   Accounts receivable, net of allowances...................................        77,775             61,762
   Due from affiliates .....................................................         8,325              9,671
   Other current assets.....................................................        10,482              9,812
                                                                              ------------       ------------
      Total current assets..................................................       101,286             85,547
PROPERTY AND EQUIPMENT, net of accumulated depreciation.....................        59,629             60,405
INVESTMENTS IN JOINT VENTURES...............................................         7,707              6,369
INTANGIBLE ASSETS, net......................................................        92,997             86,443
DEFERRED FINANCING COSTS, net...............................................         4,085              3,942
OTHER ASSETS................................................................         5,886              2,134
                                                                              ------------       ------------
      Total assets..........................................................  $    271,590       $    244,840
                                                                              ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses....................................  $     18,996       $     16,902
   Accrued physician retention..............................................         9,692              8,642
   Accrued salaries and benefits............................................         3,508              4,985
   Current portion of long-term debt........................................        36,359             22,608
   Current portion of capital lease obligations.............................         6,187              5,484
   Deferred income taxes....................................................         1,651              1,651
   Other current liabilities................................................           158                 94
                                                                              ------------       ------------
      Total current liabilities.............................................        76,551             60,366
DEFERRED INCOME TAXES.......................................................           384                384
LONG-TERM DEBT, net of current portion......................................       142,710            141,992
CAPITAL LEASE OBLIGATIONS, net of current portion...........................        12,207             14,756
OTHER LIABILITIES...........................................................           101                717
                                                                              ------------       ------------
      Total liabilities.....................................................       231,953            218,215

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES.............................         1,548              1,250

STOCKHOLDERS' EQUITY:
   Common stock.............................................................             2                  2
   Additional paid-in capital...............................................          (578)              (590)
   Retained earnings .......................................................        38,665             25,963
                                                                              ------------       ------------
      Total stockholders' equity............................................        38,089             25,375
                                                                              ------------       ------------
      Total liabilities and stockholders' equity............................  $    271,590       $    244,840
                                                                              ============       ============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                       1

<PAGE>

                        RADIOLOGIX, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                            FOR THE THREE MONTHS       FOR THE NINE MONTHS
                                                            ENDED SEPTEMBER 30,        ENDED SEPTEMBER 30,
                                                               2000         1999          2000         1999
                                                            ----------   ---------     ----------   --------
                                                                             (UNAUDITED)
<S>                                                                <C>          <C>          <C>          <C>
SERVICE FEE REVENUE.......................................  $   62,487   $  52,169    $  183,517   $  142,589

COSTS AND EXPENSES:
  Salaries and benefits...................................      16,654      13,505        48,082       38,128
  Field supplies..........................................       3,120       3,002         9,698        8,321
  Field rent and lease expenses...........................       7,583       5,311        22,251       12,872
  Other field expenses....................................      10,800       8,375        30,958       22,693
  Bad debt expense........................................       5,339       4,923        15,976       13,397
  Corporate general and administrative....................       2,782       2,910         8,332        8,203
  Depreciation and amortization...........................       5,522       5,093        16,430       12,949
  Interest expense, net...................................       4,583       3,383        13,101        8,296
                                                            ----------   ---------    ----------   ----------

INCOME BEFORE TAXES, MINORITY
INTERESTS IN CONSOLIDATED SUBSIDIARIES
AND EQUITY IN EARNINGS OF INVESTMENTS.....................       6,104       5,667        18,689       17,730

EQUITY IN EARNINGS OF INVESTMENTS.........................       1,185         925         3,203        2,481

MINORITY INTERESTS IN INCOME OF
CONSOLIDATED SUBSIDIARIES.................................        (225)       (237)         (735)        (672)
                                                            ----------   ---------    ----------   ----------

INCOME BEFORE TAXES.......................................       7,064       6,355        21,157       19,539

INCOME TAX EXPENSE........................................       2,818       2,520         8,455        7,532
                                                            ----------   ---------    ----------   ----------

NET INCOME   ............................................   $    4,246    $   3,835   $    12,702   $   12,007
                                                            ==========    =========   ===========   ==========

NET INCOME PER COMMON SHARE
  Basic...................................................  $     0.22    $     0.20   $     0.65   $      0.62
  Diluted.................................................  $     0.20    $     0.19   $     0.61   $      0.60

WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic...................................................      19,506        19,311       19,491        19,301
  Diluted.................................................      22,143        21,246       22,098        20,238
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                       2

<PAGE>


                        RADIOLOGIX, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                             FOR THE THREE MONTHS      FOR THE NINE MONTHS
                                                             ENDED SEPTEMBER 30,       ENDED SEPTEMBER 30,
                                                                 2000       1999          2000         1999
                                                             ----------   ---------    ----------   ----------
                                                                              (UNAUDITED)
<S>                                                          <C>          <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income...............................................  $    4,246   $   3,835    $   12,702   $   12,007
  Minority interests.......................................         225         237           735          672
  Depreciation and amortization............................       5,522       5,093        16,430       12,949
  Equity in earnings of investments........................      (1,185)       (925)       (3,203)      (2,481)
  Accounts receivable, net.................................      (4,544)     (8,617)      (16,013)     (20,257)
  Current assets, net......................................        (676)     (2,123)       (3,539)        (531)
  Accounts payable and accrued liabilities, net............      (2,675)      1,981         3,237         (716)
                                                             ----------   ---------    ----------   ----------
            Net cash provided by (used in)
            operating activities...........................         913        (519)       10,349        1,643
                                                             ----------   ----------   ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment......................      (4,510)     (4,421)      (12,188)     (22,200)
  Cash paid for acquisitions...............................        (878)    (18,051)       (9,788)     (24,641)
  Joint ventures...........................................         813         495         1,445          914
                                                             ----------   ---------    ----------   ----------
            Net cash used in investing activities..........      (4,575)    (21,977)      (20,531)     (45,927)
                                                             ----------  ---------    ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Long-term debt, net......................................       4,925      27,516        15,359       47,230
  Payments on capital leases...............................      (1,888)       (961)       (4,783)      (2,081)
  Other....................................................          (4)          2             8            2
                                                             ----------  ----------    ----------   ----------
            Net cash provided by financing activities......       3,033      26,557        10,584       45,151
                                                             ----------  ----------    ----------   ----------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS.......................................        (629)      4,061           402          867

CASH AND CASH EQUIVALENTS, beginning of period............        5,333       3,291         4,302        6,485
                                                             ----------  ----------   -----------  -----------

CASH AND CASH EQUIVALENTS, end of period..................   $   4,704   $   7,352    $    4,704   $    7,352
                                                             =========   =========    ==========   ==========
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                       3

<PAGE>

See accompanying notes to unaudited condensed consolidated financial statements.

                        RADIOLOGIX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL:

         Radiologix, Inc. (together with its subsidiaries, "Radiologix" or the
"Company"), a Delaware corporation, is the leading provider of radiology
services in the United States through its ownership and operation of
technologically advanced, multi-modality outpatient diagnostic imaging centers.
As of September 30, 2000, the Company operates 124 technologically advanced,
multi-modality diagnostic imaging centers located in 18 states and the District
of Columbia. The Company's full-service imaging centers typically offer a broad
array of diagnostic imaging modalities such as x-ray, magnetic resonance imaging
("MRI"), computed tomography ("CT"), mammography, dual energy x-ray
absorptiometry ("DEXA"), ultrasound, nuclear medicine and positron emission
tomography ("PET"), as well as general radiography and fluoroscopy. Physicians
use the diagnostic images which result from these procedures and the radiology
reports based on the images to diagnose and manage diseases and injuries of
their patients. Ordering physicians rely extensively on this type of diagnostic
information in making health care treatment decisions. Radiologix's imaging
centers have concentrated geographic coverage in markets located in California,
Florida, Illinois, Kansas, Maryland, New York, Pennsylvania, Texas, Virginia and
Washington D.C.

         On August 23, 2000, the Company announced it had entered into a
definitive agreement with Saunders Karp & Megrue to effect a recapitalization of
the Company. On September 12, 2000, the Company entered into an amended and
restated merger agreement with SKM-RD Acquisition Corp., a newly formed
corporation. At the time of the recapitalization, SKM-RD LLC, an affiliate of
Saunders Karp & Megrue, L.P., a Stamford, Connecticut-based private equity
investment firm, will own more than 70% of the common stock of SKM-RD
Acquisition Corp. Audax-RD LLC, an affiliate of Audax Group, L.P., will won more
than 20% of SKM-RD Acquisition Corp. Under the merger agreement, SKM-RD
Acquisition Corp. will merge with and into Radiologix, Inc. The merger will be
part of the recapitalization of the Company. Upon completion of the merger,
affiliates of Saunders Karp & Megrue, L.P. and Audax Group, L.P. and their
co-investors will own between 80% and 90% of the Company's common stock. The
remaining 10% to 20% of the post-merger common stock will be retained by the
Company's executive management and its pre-merger public shareholders. On
October 23, 2000, the Company filed with the Securities and Exchange Commission
("SEC") an Amendment No.2 to Form S-4 and as of such date has mailed to its
shareholders the proxy statement/prospectus, which includes the disclosure
regarding the transaction.

         The accompanying consolidated unaudited financial statements have been
prepared by Radiologix pursuant to the rules and regulations of the SEC, and
reflect all adjustments (all of which are of a normal recurring nature) which,
in the opinion of management, are necessary for a fair statement of the results
of the interim periods presented. The results for the three and nine months
ended September 30, 2000 are not necessarily indicative of the results expected
for the full fiscal year. These financial statements do not include all
disclosures associated with the annual financial statements and, accordingly,
should be read in conjunction with the attached Management's Discussion and
Analysis of Financial Condition and Results of Operations and the consolidated
financial statements and notes thereto for the year ended December 31, 1999,
included in Radiologix's Form 10-K/A filed with the SEC on October 20, 2000.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

      The consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States and include
the accounts of the Company and its wholly-owned and majority-owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.



                                       4
<PAGE>



SERVICE FEE REVENUE

      Service fee revenue represents radiology practices revenue less amounts
retained by radiology practices. The amounts retained by radiology practices
represent amounts paid to the radiology practices pursuant to the service
agreements between the Company and the radiology practices. Under the service
agreements, the Company provides each physician group with the facilities and
equipment used in its medical practice, assumes responsibility for the
management of the operations of the practice, and employs substantially all of
the non-physician personnel utilized by the group. The Company assists in
negotiating managed care contracts for the radiology practices.

      The Company's service fee revenue is dependent upon the operating results
of the radiology practices. Where state law allows, service fees due under the
service agreements are derived from two distinct revenue streams: (1) a
negotiated percentage (typically 20% to 30%) of the adjusted professional
revenues as defined in the service agreement; and (2) 100% of the adjusted
technical revenues as defined in the service agreements. In states where the law
requires a flat fee structure, the Company has negotiated a base service fee,
which is equal to the fair market value of the services provided under the
service agreement and which is renegotiated each year to equal the fair market
value of the services provided under the service agreement. The fixed fee
structure results in the Company receiving substantially the same amount of
service fee as it would have received under its negotiated percentage fee
structure. Adjusted professional revenues and adjusted technical revenues are
determined by deducting certain contractually agreed-upon expenses
(non-physician salaries and benefits, rent, depreciation, insurance, interest
and other physician costs) from the radiology practices' revenue.

      Service fee revenue consists of the following (in thousands):

<TABLE>
<CAPTION>


                                                          For the Three Months Ended        For the Nine Months Ended
                                                                 September 30,                    September 30,
                                                            2000              1999            2000           1999
                                                        -----------       -----------     -----------    ------------
<S>                                                     <C>               <C>             <C>            <C>
      Professional component........................... $    15,186       $    14,520     $    42,810    $     39,364
      Technical component..............................      47,301            37,649         140,707         103,225
                                                        -----------       -----------     -----------    ------------
                                                        $    62,487       $    52,169     $   183,517    $    142,589
                                                        ===========       ===========     ===========    ============

</TABLE>


3.       LONG TERM DEBT

      On August 14, 2000, the Company and the existing bank group amended the
Company's bank credit facility (the "Credit Facility") to delay the quarterly
principal installments of varying amounts commencing September 30, 2000 to March
31, 2001. The quarterly principal installment payments due for the first eight
fiscal quarters, beginning March 31, 2001 are 7.5% of the outstanding balance.
Based on the outstanding balance of $158.0 million under the Credit Facility at
September 30, 2000, the payment due on March 31, 2001 would be $11.9 million.
Under the amended Credit Facility, the bank group holds security interest in all
of the Company's and its wholly owned subsidiaries' assets. In addition, the
amendment includes additional restrictive covenants including limits on capital
expenditures, a review of acquisitions, days sales outstanding maximums and
excess cash flow sweeps. At September 30, 2000 the Company is in compliance with
these restrictive covenants.

      Under the proposed recapitalization (See Note 1 of the Notes to
Consolidated Financial Statements), the Company expects to refinance its
existing indebtedness with approximately $250.0 million of new indebtedness. It
is expected that the new indebtedness will include a combination of senior,
senior subordinated or subordinated debt securities and/or senior secured term
loans to be incurred by the Company. In addition, the Company expects to enter
into a new $60.0 million, three-year revolving credit facility which the Company
expects it will be used for working capital, future acquisitions and other
general corporate purposes.

4.   EARNINGS PER SHARE:

      The Company adopted the Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings per Share" ("EPS") effective December 31, 1997. SFAS
No. 128 simplifies the computation of EPS by replacing the presentation of
primary EPS with a presentation of basic EPS. Basic EPS is calculated by
dividing net income available to common


                                       5
<PAGE>



stockholders by the weighted average number of common shares outstanding during
the period (including shares to be issued). Options, warrants, and other
potentially dilutive securities are excluded from the calculation of basic EPS.
Diluted EPS includes the options, warrants, and other potentially dilutive
securities that are excluded from basic EPS using the treasury stock method to
the extent that these securities are not anti-dilutive. Diluted EPS also
includes the effect of the convertible notes using the "if converted" method.
The following table sets for the computation of basic and diluted net income per
share (in thousands, except per share amounts):

<TABLE>
<CAPTION>


                                                           For the Three Months Ended        For the Six Months Ended
                                                                 September 30,                   September 30,
                                                              2000            1999            2000            1999
                                                          -----------------------------   -----------------------------
<S>                                                       <C>              <C>            <C>              <C>
        Basic Net Income Per Share:
        Net Income                                             $ 4,246         $ 3,835        $ 12,702        $ 12,007
                                                          =============   =============   =============    ============

        Weighted Average Shares Outstanding
                                                                19,506          19,311          19,491          19,301
                                                          =============   =============   =============    ============

        Basic Net Income Per Share                             $  0.22         $  0.20         $  0.65         $  0.62
                                                          =============   =============   =============    ============

        Diluted Net Income Per Share:
        Net Income                                             $ 4,246         $ 3,835        $ 12,702        $ 12,007
        Interest on Convertible Debentures                         264             154             771             154
                                                          -------------   -------------   -------------    ------------
        Net Income for Diluted Net Income  Per Share           $ 4,510         $ 3,989        $ 13,473        $ 12,161
                                                          =============   =============   =============    ============


        Weighted Average Shares Outstanding                     19,506          19,311          19,491          19,301

        Effect of Dilutive Securities -
         Stock Options and Convertible Debentures                2,637           1,935           2,607             937
                                                          -------------   -------------   -------------    ------------

        Shares for  Diluted Net Income Per Share                22,143          21,246          22,098          20,238
                                                          =============   =============   =============    ============

        Diluted Net Income Per Share                           $  0.20         $  0.19         $  0.61         $  0.60
                                                          =============   =============   =============    ============

</TABLE>

5.   SEGMENT REPORTING:

      The Company has five reportable segments: Mid-Atlantic Region,
Northeastern Region, Central Region, Western Region and Questar. The Company's
reportable segments are strategic business units defined by management's
division of responsibilities. Each owns and operates imaging centers and (except
for Questar) provides management services to the radiology facilities within
their respective segments.

      The accounting policies of the segments are the same as those described in
the summary of significant accounting policies except that the Company does not
allocate taxes associated with income to any of the regions. They are managed
separately because each segment operates under different contractual
arrangements, providing service to a diverse mix of patients and payors.


<TABLE>
<CAPTION>



                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                 (IN THOUSANDS)

                               Mid-Atlantic       Northeastern         Central       Western
                                 Region (1)        Region (2)         Region (3)    Region (4)   Questar (5)            Total
                              -------------      -------------     --------------  -----------  -----------        -----------------
<S>                           <C>                <C>               <C>             <C>          <C>                <C>
Service fee revenue             $  71,576          $  45,317         $  21,283      $  21,590    $  23,751            $  183,517
Total operating expenses           47,099             32,004            13,649         16,057       18,156               126,965
                              -------------      -------------     --------------  -----------  -----------        -----------------

</TABLE>



                                       6
<PAGE>




                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                               Mid-Atlantic       Northeastern          Central      Western
                                 Region (1)        Region (2)         Region (3)    Region (4)   Questar (5)            Total
                              -------------      -------------     --------------  -----------  -----------        -----------------
<S>                             <C>                <C>             <C>              <C>         <C>                 <C>
Segment contribution            $  24,477          $  13,313         $   7,634          5,533        5,595                56,552
Contribution margin                    34%                29%               36%            26%          24%                   31%
Depreciation and
    amortization expense            4,992              2,416             1,036          1,881        2,091                12,416
Interest expense                    1,139                608               303            511        1,154                 3,715
Segment profit                  $  19,720          $  10,288         $   7,455      $   3,141    $   2,285             $  42,889

Segment assets                  $  54,107          $  42,382         $  22,363      $  19,290    $  26,999             $ 165,141
Expenditures for
   segment assets               $   5,832          $   2,076         $     744      $   1,250    $     548             $  10,450

</TABLE>

                              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                             (IN THOUSANDS)

<TABLE>
<CAPTION>

                               Mid-Atlantic       Northeastern          Central      Western
                                 Region (1)        Region (2)         Region (3)    Region (4)   Questar (5)            Total
                              -------------      -------------     --------------  -----------  -----------        -----------------
<S>                             <C>                <C>              <C>            <C>          <C>                  <C>
Service fee revenue             $  60,373         $   43,338       $  16,474       $  18,982     $   3,422             $  142,589
Total operating expenses           40,502             29,034          10,148          13,146         2,581                 95,411
                              -------------      -------------     --------------  -----------  -----------        -----------------

Segment contribution               19,871             14,304           6,326           5,836           841                 47,178
Contribution margin                    33%                33%             38%             31%           25%                    33%
Depreciation and
    amortization expense            5,120              2,295             643           1,492           447                  9,997
Interest expense                      997                720             159             557           300                  2,733
Segment profit                  $  14,934         $   11,289        $  6,170      $    3,788     $      75            $    36,256

Segment assets                  $  60,282         $   34,051        $ 17,158      $   17,322     $  18,470            $   147,283
Expenditures for
   segment assets               $  11,182         $    2,021        $  2,693      $    3,271     $      49            $    19,216

</TABLE>

(1)      Includes the Mid-Atlantic Market.
(2)      Includes the Finger Lakes and Hudson Valley Markets.
(3)      Includes the South Texas, Treasure Coast and Northeast Kansas Markets.
(4)      Includes the Bay Area Market.
(5)      Includes 35 imaging centers as of September 30, 2000 and 27 imaging
         centers as of September 30, 1999.

<TABLE>
<CAPTION>

                                                                     September 30,
                                                     --------------------------------------------
Reconciliation of profits                                   2000                      1999
                                                     ------------------         -----------------
<S>                                                  <C>                        <C>
     Segment profit                                  $           42,889         $          36,256
     Unallocated amounts:
         Corporate general and administrative                    (8,332)                   (8,203)
         Corporate depreciation and amortization                 (4,014)                   (2,951)
         Corporate interest expense                              (9,386)                   (5,563)
                                                     -------------------        -----------------
     Income before taxes                             $           21,157         $          19,539
                                                     ==================         =================


Reconciliation of assets and expenditures                   2000                      1999
                                                     ------------------         -----------------
Assets:
     Segment amounts                                 $          165,141         $         147,283
     Corporate assets (including intangible assets)             106,449                    90,271
                                                     ------------------         -----------------
     Total assets                                    $          271,590         $         237,554
                                                     ==================         =================
Expenditures:
     Segment amounts                                 $           10,450         $          19,216

</TABLE>


                                       7
<PAGE>

<TABLE>
<CAPTION>


                                                                     September 30,
                                                     --------------------------------------------
Expenditures:                                               2000                      1999
                                                     ------------------         -----------------

<S>                                                  <C>                       <C>
     Corporate expenditures                                       1,738                     2,984
                                                     ------------------         -----------------
     Total expenditures                              $           12,188         $          22,200
                                                     ==================         =================

</TABLE>

                                       8
<PAGE>

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

OVERVIEW

      Radiologix, Inc. was incorporated on April 30, 1996, but conducted no
significant operations until our initial public offering and our acquisition
of the assets of, and our initial contracts with, certain radiology practices
in November 1997.

      As of September 30, 2000, we operate 124 technologically-advanced
diagnostic imaging centers located in 18 states and the District of Columbia.
We generate approximately 75% of our revenue from fees charged for use of our
diagnostic imaging equipment at our facilities, with the remainder coming
from fees generated from the provision of administrative, management and
information services to the contracted radiology practices and from joint
ventures in which we have a minority ownership interest.

      We have two models by which we contract with radiology practices: a
comprehensive services model and a technical services model. Under our
comprehensive services model, we enter into a long-term agreement with a
radiology practice group (typically 40 years). Under this arrangement, in
addition to obtaining technical fees for the use of our diagnostic imaging
equipment, we provide management services and receive a fee based on the
practice group's professional revenue, including revenue derived from outside
our diagnostic imaging centers. Under our technical services model, we enter
into a shorter-term agreement with a radiology practice group (typically 10
to 15 years) that receives a fee based on cash collections. In connection
with the acquisition of diagnostic imaging centers and contracting with
radiology practices, we acquire certain tangible and intangible assets and
assume certain liabilities of the radiology practices. In both the
comprehensive services and technical services models, we own the diagnostic
imaging assets, and, therefore, receive 100% of the technical reimbursements
associated with imaging procedures. Additionally, in most instances, both the
comprehensive services and the technical services models contemplate an
incentive technical payout income bonus for the practice group if the
technical revenues exceed specified thresholds. We believe each of these
models is, and will continue to be, attractive to radiology groups that
desire to expand their access to outpatient referrals within a particular
market or need management, administrative and information services.

      We include in our consolidated financial statements the revenues, net
of amounts retained by physicians, and expenses of the contracted radiology
practices. Our service fees equate to a net profit or similar interest in the
contracted radiology practices.

      We expect that the expenses we incur in connection with our obligations
under our agreements with the contracted radiology practices generally will
be the same as the operating costs and expenses that would otherwise have
been incurred by the contracted radiology practices, including:

      -  the salaries, wages and benefits of non[cad 220]physician personnel;

      -  the medical supply expenses involved in administering the technical
         aspects of the practices;

      -  the office (general and administrative) expenses of the practices;

      -  the depreciation and amortization of assets acquired from the
         contracted radiology practices; and

      -  certain other items.

      We continually endeavor to control these operating costs and expenses
by obtaining purchase discounts which improve economies of scale and by
establishing "best practices". In addition to the operating costs and
expenses discussed above, we incur certain additional personnel and
administrative expenses associated with maintaining our corporate and
regional offices that provide management, administrative, marketing and
acquisition services.

      On September 12, 2000, Radiologix, Inc. entered into an amended and
restated merger agreement with SKM-RD Acquisition Corp., a newly formed
corporation which will be owned by the affiliates of Saunders Karp & Megrue,
L.P. and Audax Group, L.P. and their co-investors (the "Investor Group") at
the time of the merger. Under the merger agreement, SKM-RD Acquisition Corp.
will merge with and into Radiologix, Inc. The merger will be part of a
recapitalization of Radiologix, Inc. Upon completion of the merger, the
Investor Group will own between 80% and 90% of Radiologix, Inc.'s common
stock. The remaining 10% to 20% of the post-merger common stock will be
retained by Radiologix, Inc.'s executive management and its pre-merger public
stockholders.

                                       9
<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999

SERVICE FEE REVENUE

      Service fee revenue increased $10,318,000 or 19.8% for the three months
ended September 30, 2000 to $62,487,000 from $52,169,000 for the three months
ended September 30, 1999. Of the increase from 1999 to 2000, $3,957,000
resulted from increased business within existing facilities (8.1% same store
increase), $5,554,000 resulted from facilities acquired and developed in
1999, and $807,000 resulted from "tuck-in" acquisitions of imaging centers
since the end of the third quarter 1999. The increase in same store revenue
is the direct result of increased procedure volume.

FIELD SALARIES AND BENEFITS

      Salaries and benefits increased $3,149,000 or 23.3% for the three
months ended September 30, 2000 to $16,654,000 from $13,505,000 for the three
months ended September 30, 1999. Of the increase from 1999 to 2000,
$1,846,000 resulted from existing facilities. An increase of $1,117,000
resulted from facilities acquired and developed in the latter half of 1999
and the remaining $186,000 resulted from "tuck-in" acquisitions of imaging
centers in 1999 and 2000. The increase in salaries and benefits of $1,846,000
from existing facilities is primarily a direct result of the factors which
increased service fee revenue. As a percentage of service fee revenue, these
costs were 26.7% and 25.9% in 2000 and 1999, respectively. The increase in
salaries and benefits as a percentage of service fee revenue is the result of
additonal centers being opened and slight wage pressures in some of our
markets.

FIELD SUPPLIES

      Supplies increased $118,000 or 3.9% for the three months ended
September 30, 2000 to $3,120,000 from $3,002,000 for the three months ended
September 30, 1999. The increase from 1999 to 2000, was offset by a reduction
in supply costs of $57,000 at our existing facilities. Supply expense
decreased on a same store basis as a result of increasing purchasing power.
An increase of $106,000 resulted from facilities acquired and developed in
the latter half of 1999 and the remaining $69,000 resulted from "tuck-in"
acquisitions of imaging centers in 1999 and 2000. As a percentage of service
fee revenue, these costs were 5.0% and 5.8% in 2000 and 1999, respectively.
The decrease in supplies as a percentage of service fee revenue is the result
of our increased purchase power

FIELD RENT AND LEASE EXPENSE

      Rent and lease expense increased $2,272,000 or 42.8% for the three
months ended September 30, 2000 to $7,583,000 from $5,311,000 for the three
months ended September 30, 1999. Of the increase from 1999 to 2000, $773,000
resulted from existing facilities. This increase is attributable to several
MRI leases in the Northeast region that are based on a per scan basis. As
volume increases, which is evident in the increased same store revenue
numbers, equipment lease expense increases due to per scan payment
arrangements associated with the higher-end modalities. An increase of
$1,162,000 resulted from facilities acquired and developed in the latter half
of 1999 and the remaining $337,000 resulted from "tuck-in" acquisitions of
imaging centers in 1999 and 2000. As a percentage of service fee revenue,
these costs were 12.1% and 10.2% in 2000 and 1999, respectively.

OTHER FIELD EXPENSES

      Other field expenses, which include repairs and maintenance, service
contracts, utilities and communication costs, increased $2,425,000 or 29.0%
in the three months ended September 30, 2000 to $10,800,000 from $8,375,000
for the three months ended September 30, 1999. Of the increase from 1999

                                       10
<PAGE>

to 2000, $1,053,000 resulted from existing facilities. An increase of
$1,213,000 resulted from facilities acquired and developed in 1999, and
$159,000 resulted from "tuck-in" acquisitions of imaging centers in 1999 and
2000. As a percentage of service fee revenue, these costs were 17.3% and
16.1% in 2000 and 1999, respectively. The increase of $1,053,000 in other
field expenses from existing facilities is a direct result of costs
associated with the increased service fee revenue.

BAD DEBT EXPENSE

      Bad debt expense increased $416,000 or 8.5% for the three months ended
September 30, 2000 to $5,339,000 from $4,923,000 for the three months ended
September 30, 1999. This increase is primarily attributable to the increase
in revenues. As a percentage of service fee revenue, these costs were 8.5%
and 9.4% in 2000 and 1999, respectively.

CORPORATE GENERAL AND ADMINISTRATIVE

      Corporate general and administrative expenses decreased $128,000 or
4.4% for the three months ended September 30, 2000 to $2,782,000 from
$2,910,000 for the three months ended September 30, 1999. As a percentage of
service fee revenue, these costs were 4.5% and 5.6% in 2000 and 1999,
respectively.

DEPRECIATION AND AMORTIZATION

      Depreciation and amortization increased $429,000 or 8.4% for the three
months ended September 30, 2000 to $5,522,000 from $5,093,000 for the three
months ended September 30, 1999. This increase was principally due to
amortization of intangible assets resulting from the Company's acquisition of
additional facilities and practices. In addition, the Company has continued
to buy new equipment to replace older equipment and this upgrade of equipment
resulted in increased depreciation expense. As a percentage of service fee
revenue, these costs were 8.8% and 9.8% in 2000 and 1999, respectively.

INTEREST EXPENSE, NET

      Interest expense, net increased $1,200,000 or 35.5% for the three
months ended September 30, 2000 to $4,583,000 from $3,383,000 for the three
months ended September 30, 1999. As a percentage of service fee revenue,
these costs were 7.3% and 6.5% in 2000 and 1999, respectively. The increase
(as a percentage of service fee revenue) is a result of the Company's
acquisitions throughout 1999, an increase in days sales outstanding and the
issuance of $20,000,000 of convertible notes to fund the Questar Imaging,
Inc. transaction during August 1999, all of which resulted in the Company
carrying higher debt levels.

INCOME TAXES

      The Company's effective tax rates for the three months ended September
30, 2000 and 1999 were 40.0%.

NET INCOME

      As a result of the foregoing factors, the Company generated net income
of $4,246,000 for the three months ended September 30, 2000, or diluted
income per share of $0.20 on 22,143,000 shares outstanding, compared to net
income of $3,835,000 for the three months ended September 30, 1999, or
diluted income per share of $0.19 on 21,246,000 shares outstanding.

                                       11
<PAGE>

      NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999

      SERVICE FEE REVENUE

      Service fee revenue increased to $183,517,000 for the nine months ended
September 30, 2000 from $142,589,000 for the nine months ended September 30,
1999. Of the increase from 1999 to 2000, $17,034,000 resulted from increased
business within existing facilities (12.3% same store increase), $20,144,000
resulted from facilities acquired and developed in 1999 and 2000, and
$3,750,000 resulted from "tuck-in" acquisitions of imaging centers in 1999
and 2000. The increase in same store service fee revenue is the result of
increased procedure volume at our diagnostic imaging centers. This increased
volume led to an increase in technical fee revenues of 36.3% in comparison to
growth of 8.8% in the professional fee revenues. For the nine months ended
September 30, 2000, we derived 76.7% of our service fee revenue from
providing the technical component of radiology services compared to 72.4% for
the period ended September 30, 1999.

      SALARIES AND BENEFITS

      Salaries and benefits increased to $48,082,000 for the nine months
ended September 30, 2000 from $38,128,000 for the nine months ended September
30, 1999. Of the increase from 1999 to 2000, $4,805,000 resulted from
existing facilities representing a 12.9% same store increase, consistent with
the revenue growth of those centers. An increase of $4,100,000 resulted from
facilities acquired and developed in 1998 and the remaining $1,049,000
increase resulted from "tuck-in" acquisitions of imaging centers in 1999 and
2000. As a percentage of service fee revenue, these costs were 26.2% and
26.8% in 2000 and 1999, respectively.

      FIELD SUPPLIES

      Supplies increased to $9,698,000 for the nine months ended September
30, 2000 from $8,321,000 for the nine months ended September 30, 1999. Of the
increase from 1999 to 2000, $371,000 resulted from increased business within
existing facilities, $716,000 resulted from facilities acquired and developed
in 1999 and $290,000 resulted from "tuck-in" acquisitions of imaging centers
in 1999 and 2000. As a percentage of service fee revenue, these costs were
5.3% and 5.8% in 2000 and 1999, respectively.

      FIELD RENT AND LEASE EXPENSE

      Rent and lease expense increased to $22,251,000 for the nine months
ended September 30, 2000 from $12,872,000 for the nine months ended September
30, 1999. Of the increase from 1999 to 2000, $3,796,000 resulted from
existing facilities representing a 31.9% same store increase. This increase
is attributable to several MRI leases in the Northeast region. As volume
increases on these machines, equipment lease expense increases due to per
scan payment arrangements associated with these higher-end modalities. An
increase of $4,715,000 resulted from facilities acquired and developed in
1999 and the remaining $868,000 resulted from "tuck-in" acquisitions of
imaging centers in 1999 and 2000. As a percentage of service fee revenue,
these costs were 12.1% and 9.0% in 2000 and 1999, respectively.

      OTHER FIELD EXPENSES

      Other field expenses, which include repairs and maintenance, service
contracts, utilities and communication costs, increased to $30,958,000 for
the nine months ended September 30, 2000 from $22,693,000 for the nine months
ended September 30, 1999. Of the increase from 1999 to 2000, $3,726,000
resulted from existing facilities representing a 17.0% same store increase.
An increase of $3,916,000 resulted from facilities acquired and developed in
1999, and the remaining $623,000 resulted from "tuck-in" acquisitions of
imaging centers in 1999 and 2000. The increase of $3,726,000 in other field
expenses from the existing facilities is the result of the same factors which
increased service fee revenue. As a percentage of service fee revenue, these
costs were 16.9% and 15.9% in 2000 and 1999, respectively.

                                       12
<PAGE>

      BAD DEBT EXPENSE

      Bad debt expense increased to $15,976,000 for the nine months ended
September 30, 2000 from $13,397,000 for the nine months ended September 30,
1999. This increase is primarily attributable to the increase in revenues. As
a percentage of service fee revenue, these costs were 8.7% and 9.4% in 2000
and 1999, respectively.

      CORPORATE GENERAL AND ADMINISTRATIVE

      Corporate general and administrative expenses increased to $8,332,000
for the nine months ended September 30, 2000 from $8,203,000 for the nine
months ended September 30, 1999. This increase was principally due to the
continued development of our infrastructure and the addition of staff related
to the Questar transaction. As a percentage of service fee revenue, these
costs were 4.5% and 5.8% in 2000 and 1999, respectively.

      DEPRECIATION AND AMORTIZATION

      Depreciation and amortization expense increased to $16,430,000 for the
nine months ended September 30, 2000 from $12,949,000 for the nine months
ended September 30, 1999. This increase was principally due to amortization
of goodwill resulting from our acquisition of additional facilities and
practices. In addition, we have continued to buy new equipment to replace
older equipment. Upgrades of equipment have resulted in increased
depreciation expense. As a percentage of service fee revenue, these costs
were 9.0% and 9.1% in 2000 and 1999, respectively.

      INTEREST EXPENSE, NET

      Interest expense, net increased to $13,101,000 for the nine months
ended September 30, 2000 from $8,296,000 for the nine months ended September
30, 1999. As a percentage of service fee revenue, these costs were 7.1% and
5.8% in 2000 and 1999, respectively. The increase as a percentage of service
fee revenue is a result of our acquisitions throughout 1999, resulting in
higher debt levels.

      INCOME TAXES

      Our effective tax rates for the nine months ended September 30, 2000
and 1999 were 40.0% and 38.5%, respectively. This increase is primarily due
to the non-deductible amortization of goodwill and a shift in state income
taxes based on our recent expansions.

      NET INCOME

      As a result of the foregoing factors, the Company generated net income
of $12,702,000 for the nine months ended September 30, 2000, or diluted
income per share of $0.61 on 22,098,000 shares outstanding, compared to net
income of $12,007,000 for the nine months ended September 30, 1999, or
diluted income per share of $0.60 on 20,238,000 shares outstanding.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      At September 30, 2000, we had $24,735,000 in working capital, a
decrease of $446,000 from December 31, 1999. Our principal sources of
liquidity consist of cash and cash equivalents aggregating $4,704,000, net
accounts receivable of $77,775,000, and approximately $2,000,000 in borrowing
capacity under our existing credit facility.

      For the nine months ended September 30, 2000, cash of $10,349,000 was
provided by operations. Cash of $20,531,000 was used in investing activities
for the nine months ended September 30, 2000. We invested $9,788,000 for
acquisitions, and $12,188,000 for the purchase of property and equipment.
Cash of $10,584,000 was provided by financing activities for the nine months
ended September 30, 2000. We invested approximately $7,000,0000 in the
development of certain Questar centers.

      On November 26, 1997, we entered into the existing credit facility
which, as amended, provides for revolving loans of up to $160,000,000 to be
used by us for acquisitions and general working capital needs. We will repay
and terminate the existing credit facility as part of the recapitalization.

      On August 1, 1999, we issued a $20.0 million convertible junior
subordinated note in connection with the Questar Imaging, Inc. acquisition.
The note matures July 31, 2009 and currently bears interest, payable
quarterly in cash or payment in kind securities, at 8.0%. We will repay and
terminate this note as part of the recapitalization.

      A significant component of our bad debt expense is the result of
several non-credit issues, including missing or incorrect billing information
on requisitions. We bill a variety of payors, including Medicare, Medicaid,
managed care plans and private insurers, all of which have different
requirements. We perform the required procedures and report results
regardless of incorrect or missing billing information. We subsequently
attempt to obtain any missing information and rectify incorrect billing
information received from the patient, referring physician or hospital.
Missing or incorrect information on requisitions slows the billing process,
creates backlogs or unbilled charges and generally increases the aging of
accounts receivable. Among many other factors complicating billing are:

      -  pricing differences between our fee schedule and those of payors;

      -  disputes between payors as to which party is responsible for payment;

      -  disparity in coverage among various carriers; and

      -  auditing for adherence to specific compliance policies and
         procedures.

                                       14
<PAGE>

      Ultimately, if all issues are not resolved in a timely manner and
payment is not received, the related receivables are charged to the allowance
for bad debts.

      The industry as a whole has experienced an increase in days sales
outstanding (average days outstanding of accounts receivable), which is
mainly due to efforts by payors to improve their cash positions. We have been
affected by this industry trend and have increased staffing resources and
internal controls to monitor and minimize the effect of this trend on our
business. At September 30, 2000, our days sales outstanding was 81.75
days, calculated on a three-month rolling average basis on total amounts
billed to payors, net of allowances.

      We currently expect that our capital expenditures will be approximately
$19.0 million per year in 2000 and 2001, including maintenance capital
expenditures of approximately $13.0 million. We use capital for the following
purposes:

      -  technological advances or upgrades of existing equipment, including
         teleradiology;

      -  diagnostic imaging equipment for new modalities (such as open MRI,
         spiral CT and PET);

      -  information systems, including our financial accounting system, which
         we implement at each new diagnostic imaging center as soon as
         reasonably possible after the center is added to our network; and

      -  implementation of telecommunication infrastructure to link voice,
         data and image transmission capabilities.

Our capital expenditures, however, will be affected by, and may be greater
than currently anticipated depending upon, the size and nature of new
business opportunities.

      Based upon current operations and the historical results of our
subsidiaries, we believe that our cash flow from operations, together with
available borrowings under credit facility, will be adequate to meet our
anticipated requirements for working capital, capital expenditures, lease
payments and scheduled interest payments. However, we cannot assure you that
we will continue to generate cash flow above current levels.

                                       15
<PAGE>

FORWARD-LOOKING STATEMENTS

      THIS REPORT CONTAINS OR MAY CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 INCLUDING
STATEMENTS OF THE COMPANY'S AND MANAGEMENT'S EXPECTATIONS, INTENTIONS, PLANS AND
BELIEFS, INCLUDING THOSE CONTAINED IN OR IMPLIED BY "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS." THESE
FORWARD-LOOKING STATEMENTS, AS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, ARE DEPENDENT ON CERTAIN EVENTS, RISKS AND UNCERTAINTIES THAT MAY
BE OUTSIDE OF THE COMPANY'S CONTROL. THESE FORWARD-LOOKING STATEMENTS MAY
INCLUDE STATEMENTS OF MANAGEMENT'S PLANS AND OBJECTIVES FOR THE COMPANY'S FUTURE
OPERATIONS AND STATEMENTS OF FUTURE ECONOMIC PERFORMANCE; THE COMPANY'S CAPITAL
BUDGET AND FUTURE CAPITAL REQUIREMENTS, AND THE COMPANY'S MEETING ITS FUTURE
CAPITAL NEEDS; AND THE ASSUMPTIONS DESCRIBED IN THIS REPORT UNDERLYING SUCH
FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS AND DEVELOPMENTS COULD DIFFER
MATERIALLY FROM THOSE EXPRESSED IN OR IMPLIED BY SUCH STATEMENTS DUE TO A NUMBER
OF FACTORS, INCLUDING, WITHOUT LIMITATION, THOSE DESCRIBED IN THE CONTEXT OF
SUCH FORWARD-LOOKING STATEMENTS.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company's exposure to market risk for changes in interest rates
relates primarily to the Company's cash equivalents, Credit Facility, and its
convertible notes.

                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      From time to time the Company is subject to certain legal proceedings and
claims which arise in the normal course of its business. Pending matters include
claims relating to professional services provided by a founding affiliated
practice. There can be no assurances that additional claims will not be asserted
against the Company in the future. The Company became subject to certain of the
pending claims as the result of successor liability in connection with the
acquisition of the founding affiliated practices; however, the Company believes
that the ultimate resolution of such claims net of applicable indemnification
and available insurance will not have a material adverse effect on the business,
financial condition or results of operations of the Company.

      There can be no assurance that the Company will not subsequently be named
as a defendant in additional lawsuits. Each existing radiology practice has
retained responsibility for, and agreed to indemnify the Company in full
against, the liabilities associated with certain lawsuits. In the event the
Company is named or subsequently added as a party to these lawsuits, or a
monetary judgment is entered against the Company and indemnification is
unavailable for any reason, the Company's business, financial condition and
results of operations could be materially adversely affected.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

      Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      Not Applicable



                                       16
<PAGE>



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

    Amendment No 2 to Form S-4 dated October 23, 2000, Registration No.
333-45790, including a proxy statement and prospectus.

ITEM 5.  OTHER INFORMATION

      Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)      Exhibits.  See Index to Exhibits following signatures.
  (b)      Reports on Form 8-K


                                       17



<PAGE>



                                   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.


                                              RADIOLOGIX, INC.


Date: November 3, 2000                        /s/ MARK L. WAGAR
                                             -----------------
                                              Mark L. Wagar
                                              Chairman of the Board and
                                              Chief Executive Officer
                                              (Principal Executive Officer)

Date: November 3, 2000                        /s/ DAVID W. YOUNG
                                              ------------------
                                              David W. Young
                                              Vice President of Finance and
                                              Treasurer
                                              (Principal Accounting Officer)





                                       18
<PAGE>

                                  EXHIBIT INDEX

      The following exhibits are filed with this registration statement or
are incorporated by reference to previously filed material.

<TABLE>
<CAPTION>
Exhibit
Number                                  Description
-------         ----------------------------------------------------------------
<S>             <C>
2               Amended and Restated Agreement and Plan of Merger, dated as of
                September[nb]12, 2000, as amended by and among Radiologix, Inc.,
                SKM-RD LLC and SKM-RD Acquisition Corp. (Appendix A)(8)

3.1             Form of Amended and Restated Certificate of Incorporation of
                Radiologix, Inc. (Appendix D)(8)

3.2             Form of Amended and Restated Bylaws of Radiologix, Inc.(8)

3.3             Form of Stockholders Agreement between Radiologix, Inc. and
                certain stockholders(8)

3.4             Voting and Exchange Agreement dated as of September 13, 2000, by
                and among SKM-RD LLC, SKM-RD Acquisition Corp. and certain
                stockholders(8)

4.1             Form of certificate evidencing ownership of Common Stock of American
                Physician Partners, Inc.(1)

4.2             Form of Convertible Promissory Note of American Physician
                Partners, Inc.(1)

4.3             Securities Purchase Agreement dated as of August 3, 1999 by and
                between American Physician Partners, Inc. and BT Capital Partners
                SBIC, L.P. (incorporated by reference to Exhibit 4.1 to the
                Registrant's Form 8-K filed August 18, 1999).

4.4             Convertible Junior Subordinated Promissory Note dated August 1, 1999
                issued to BT Capital Partners SBIC, L.P. (incorporated by reference
                to Exhibit 4.2 to the Registrant's Form 8-K filed August 18, 1999).

4.5             Certificate of Ownership and Merger of Radiologix, Inc. with and
                into American Physician Partners, Inc. (incorporated by reference
                to Exhibit 99.2 to the Registrant's Form 8-K filed October 1, 1999).

10.1            American Physician Partners, Inc. 1996 Stock Option Plan.(1)

10.2            Employment Agreement between American Physician Partners, Inc. and
                Gregory L. Solomon.(1)

10.3            Employment Agreement between American Physician Partners, Inc. and
                Mark S. Martin.(1)

10.4            Employment Agreement between American Physician Partners, Inc. and
                Sami S. Abbasi.(1)

10.5            Employment Agreement between American Physician Partners, Inc. and
                Paul M. Jolas.(1)

10.6            Form of Indemnification Agreement for certain Directors and
                Officers.(2)

10.7            Form of Registration Rights Agreement.(1)

10.8            Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., APPI-Advanced Radiology, Inc. and Carroll
                Imaging Associates, P.A., Diagnostic Imaging Associates, P.A.,
                Drs. Thomas, Wallop, Kim & Lewis, P.A., Drs. Copeland, Hyman and
                Shackman, P.A., Drs. Decarlo, Lyon, Hearn & Pazourek, P.A., Harbor
                Radiologists, P.A., Perilla, Sindler & Associates, P.A.(1)

10.9            Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., Ide Admin Corp. and Ide Imaging
                Group, P.C.(1)

                                       19
<PAGE>

<CAPTION>
Exhibit
Number                                  Description
-------         ----------------------------------------------------------------
<S>             <C>
10.10           Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., M & S X-Ray Associates, P.A. and M&S
                Imaging Associates, P.A.(1)

10.11           Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., Rockland Radiological Group, P.C. and
                The Greater Rockland Radiological Group, P.C.(1)

10.12           Service Agreement dated November, by and among American Physician
                Partners, Inc., Advanced Imaging of Orange County, P.C. and The
                Greater Rockland Radiological Group, P.C.(1)

10.13           Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., Central Imaging Associates, P.C. and The
                Greater Rockland Radiological Group, P.C.(1)

10.14           Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., Nyack Magnetic Resonance Imaging, P.C.
                and The Greater Rockland Radiological Group, P.C.(1)

10.15           Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., Pelham Imaging Associates, P.C. and The
                Greater Rockland Radiological Group, P.C.(1)

10.16           Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., Women's Imaging Consultants, P.C. and The
                Greater Rockland Radiological Group, P.C.(1)

10.17           Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., APPI-Pacific Imaging Inc. and PIC Medical
                Group, Inc.(1)

10.18           Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., Radiology and Nuclear Medicine, a
                Professional Association and RNM L.L.C.(1)

10.19           Service Agreement dated November 26, 1997, by and among American
                Physician Partners, Inc., APPI-Valley Radiology, Inc. and Valley
                Radiology Medical Associates, Inc.(1)

10.20           Consulting Agreement between American Physician Partners, Inc. and
                Michael L. Sherman, M.D.(2)

10.21           Office Building Lease Agreement between Dallas Main Center Limited
                Partnership and American Physician Partners, Inc.(2)

10.22           First Amendment to Office Building Lease Agreement between Dallas
                Main Center Limited Partnership and American Physician
                Partners, Inc.(2)

10.24           Consulting Agreement between American Physician Partners, Inc. and
                Lawrence R. Muroff, M.D.(2)

10.25           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and Lawrence Muroff, M.D.(2)

10.26           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and Mark Martin.(2)

10.27           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and Sami Abbasi.(2)

10.28           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and Gregory L. Solomon.(2)

                                       20
<PAGE>

<CAPTION>
Exhibit
Number                                  Description
-------         ----------------------------------------------------------------
<S>             <C>
10.29           First Amendment to Consulting Agreement between American
                Physician Partners, Inc. and Lawrence R. Muroff, M.D.(2)

10.30           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and Michael Sherman, M.D.(2)

10.31           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and Paul M. Jolas.(2)

10.32           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and Derace Schaffer, M.D.(2)

10.33           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and John Pappajohn.(2)

10.34           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and Mary Pappajohn.(2)

10.35           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and Thebes Ltd.(2)

10.36           Side Letter dated November 12, 1997 by and between American
                Physician Partners, Inc. and Halkis Ltd.(2)

10.37           Service Agreement dated January 1, 1998, by and among American
                Physician Partners, Inc., Community Imaging Partners, Inc.,
                Community Radiology Associates, Inc. and Drs. Korsower and Pion
                Radiology, P.A.(3)

10.38           Service Agreement dated April 1, 1998, by and among American
                Physician Partners, Inc., Treasure Coast Imaging Partners, Inc.
                and Radiology Imaging Associates[cad 228]Basilico, Gallagher &
                Raffa, M.D., P.A.(4)

10.39           First Amendment to Credit Agreement and Consent dated May 19,
                1998, by and among American Physician Partners, Inc., General
                Electric Capital Corporation and the other credit parties signatory
                thereto.(4)

10.40           Employment Agreement between American Physician Partners, Inc. and
                Mark L. Wagar.(4)

10.41           Service Agreement dated September 1, 1998, by and among American
                Physician Partners, Inc., WB&A Imaging Partners, Inc. and WB&A
                Imaging, P.C.(5)

10.42           Office Building Lease Agreement between The Equitable-Nissei Dallas
                Company and Fibreboard Corporation.(5)

10.43           Office Building Sublease Agreement by and between Fibreboard
                Corporation and American Physician Partners, Inc.(5)

10.44           First Amendment to Employment Agreement between American Physician
                Partners, Inc. and Mark L. Wagar.(6)

10.45           First Amendment to Employment Agreement between American Physician
                Partners, Inc. and Mark S. Martin.(6)

10.46           First Amendment to Employment Agreement between American Physician
                Partners, Inc. and Sami S. Abbasi.(6)

10.47           First Amendment to Employment Agreement between American Physician
                Partners, Inc. and Paul M. Jolas.(6)

10.48           Amendment No. 1 to American Physician Partners, Inc. 1996 Stock
                Option Plan.(7)

                                       21
<PAGE>

<CAPTION>
Exhibit
Number                                  Description
-------         ----------------------------------------------------------------
<S>             <C>
10.49           Agreement and Plan of Reorganization and Merger, dated June 27,
                1997 by and among American Physician Partners, Inc., Carroll Imaging
                Associates, P.A., Diagnostic Imaging Associates, P.A., Drs. Copeland,
                Hyman and Shackman, P.A., Drs. Decarlo, Lyon, Hearn & Pazourek, P.A.,
                Drs. Thomas, Wallop, Kim & Lewis, P.A., Harbor Radiologists, P.A.,
                and Perilla, Syndler & Associates, P.A. (incorporated by reference to
                Exhibit 2.1 to the Registrant's Registration Statement No. 333-31611
                on Form S-4).

10.50           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., Radiology and
                Nuclear Medicine, A Professional Association (incorporated by reference
                to Exhibit 2.2 to the Registrant's Registration Statement No. 333-31611
                on Form S-4).

10.51           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and Mid Rockland
                Imaging Associates, P.C. (incorporated by reference to Exhibit 2.3
                to the Registrant's Registration Statement No. 333-31611 on Form S-4).

10.52           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and Rockland
                Radiological Group, P.C. (incorporated by reference to Exhibit 2.4
                to the Registrant's Registration Statement No. 333-31611 on Form S-4).

10.53           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and Advanced Imaging
                of Orange County, P.C. (incorporated by reference to Exhibit 2.5 to
                the Registrant's Registration Statement No. 333-31611 on Form S-4).

10.54           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and Central Imaging
                Associates, P.C. (incorporated by reference to Exhibit 2.6 to the
                Registrant's Registration Statement No. 333-31611 on Form S-4).

10.55           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and Nyack Magnetic
                Resonance Imaging, P.C. (incorporated by reference to Exhibit 2.7
                to the Registrant's Registration Statement No. 333-31611 on Form S-4).

10.56           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and Pelham Imaging
                Associates, P.C. (incorporated by reference to Exhibit 2.8 to the
                Registrant's Registration Statement No. 333-31611 on Form S-4).

10.57           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and Women's Imaging
                Consultants, P.C. (incorporated by reference to Exhibit 2.9 to the
                Registrant's Registration Statement No. 333-31611 on Form S-4).

10.58           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and Pacific Imaging
                Consultants, A Medical Group, Inc. (incorporated by reference to
                Exhibit 2.10 to the Registrant's Registration Statement No. 333-31611
                on Form S-4).

10.59           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and Total Medical
                Imaging, Inc. (incorporated by reference to Exhibit 2.11 to the
                Registrant's Registration Statement No. 333-31611 on Form S-4).

                                       22
<PAGE>

<CAPTION>
Exhibit
Number                                  Description
-------         ----------------------------------------------------------------
<S>             <C>
10.60           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and Valley
                Radiologists Medical Group, Inc. (incorporated by reference to
                Exhibit 2.12 to the Registrant's Registration Statement No. 333-31611
                on Form S-4).

10.61           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and The Ide Group,
                P.C. (incorporated by reference to Exhibit 2.13 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.62           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and M&S X-Ray
                Associates, P.A. (incorporated by reference to Exhibit 2.14 to the
                Registrant's Registration Statement No. 333-31611 on Form S-4).

10.63           Agreement and Plan of Reorganization and Merger, dated June 27, 1997
                by and between American Physician Partners, Inc., and South Texas MR,
                Inc. (incorporated by reference to Exhibit 2.15 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.64           Agreement and Plan of Exchange, dated June 27, 1997 by and between
                American Physician Partners, Inc., and San Antonio MR, Inc.
                (incorporated by reference to Exhibit 2.16 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.65           Agreement and Plan of Exchange, dated June 27, 1997 by and among
                American Physician Partners, Inc., Lexington MR, Ltd. and the
                Sellers (incorporated by reference to Exhibit 2.17 to the
                Registrant's Registration Statement No. 333-31611 on Form S-4).

10.66           Agreement and Plan of Exchange, dated June 27, 1997 by and among
                American Physician Partners, Inc., Madison Square Joint Venture and
                the Sellers (incorporated by reference to Exhibit 2.18 to the
                Registrant's Registration Statement No. 333-31611 on Form S-4).

10.67           Agreement and Plan of Exchange, dated June 27, 1997 by and among
                American Physician Partners, Inc., South Texas No. 1 MRI Limited
                Partnership, a Texas limited partnership, and the Sellers
                (incorporated by reference to Exhibit 2.19 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.68           Agreement and Plan of Exchange, dated June 27, 1997 by and among
                American Physician Partners, Inc., San Antonio MRI Partnership
                No. 2 Ltd., a Texas limited partnership, and the Sellers
                (incorporated by reference to Exhibit 2.20 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.69           Agreement and Plan of Exchange, dated June 27, 1997 by and between
                American Physician Partners, Inc., and the Sellers (incorporated by
                reference to Exhibit 2.21 to the Registrant's Registration Statement
                No. 333-31611 on Form S-4).

10.70           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and among American
                Physician Partners, Inc., Carroll Imaging Associates, P.A.,
                Diagnostic Imaging Associates, P.A., Drs. Thomas, Wallop, Kim &
                Lewis, P.A., Drs. Copeland, Hyman & Shackman, P.A., Drs. DeCarlo,
                Lyon, Hearn & Pazourek, P.A., Harbor Radiologists, P.A., and Perilla,
                Sindler & Associates, P.A. (incorporated by reference to Exhibit 2.22
                to the Registrant's Registration Statement No. 333-31611 on Form S-4).

10.71           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and Radiology and Nuclear Medicine, A
                Professional Association (incorporated by reference to Exhibit 2.23
                to the Registrant's Registration Statement No. 333-31611 on Form S-4).

                                       23
<PAGE>

<CAPTION>
Exhibit
Number                                  Description
-------         ----------------------------------------------------------------
<S>             <C>
10.72           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and Mid Rockland Imaging Associates, P.C.
                (incorporated by reference to Exhibit 2.24 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.73           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and Rockland Radiological Group, P.C.
                (incorporated by reference to Exhibit 2.25 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.74           Amendment No. 1 to the Agreement and Plan of Reorganization
                and Merger, dated as of September 30, 1997, by and between
                American Physician Partners, Inc., and Advanced Imaging of
                Orange County, P.C. (incorporated by reference to Exhibit 2.26
                to the Registrant's Registration Statement No. 333-31611 on
                Form S-4).

10.75           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and Central Imaging Associates, P.C.
                (incorporated by reference to Exhibit 2.27 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.76           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and Nyack Magnetic Resonance Imaging,
                P.C. (incorporated by reference to Exhibit 2.28 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.77           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and Pelham Imaging Associates, P.C.
                (incorporated by reference to Exhibit 2.29 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.78           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and Women's Imaging Consultants, P.C.
                (incorporated by reference to Exhibit 2.30 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.79           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and Pacific Imaging Consultants, A
                Medical Group, Inc. (incorporated by reference to Exhibit 2.31
                to the Registrant's Registration Statement No. 333-31611 on
                Form S-4).

10.80           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and Total Medical Imaging, Inc.
                (incorporated by reference to Exhibit 2.32 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.81           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and Valley Radiologists Medical Group,
                Inc. (incorporated by reference to Exhibit 2.33 to the
                Registrant's Registration Statement No. 333-31611 on Form S-4).

10.82           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and The Ide Group, P.C. (incorporated
                by reference to Exhibit 2.34 to the Registrant's Registration
                Statement No. 333-31611 on Form S-4).

                                       24
<PAGE>

<CAPTION>
Exhibit
Number                                  Description
-------         ----------------------------------------------------------------
<S>             <C>
10.83           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and M & S X-Ray Associates, P.A.
                (incorporated by reference to Exhibit 2.35 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.84           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and South Texas MR, Inc. (incorporated
                by reference to Exhibit 2.36 to the Registrant's Registration
                Statement No. 333-31611 on Form S-4).

10.85           Amendment No. 1 to the Agreement and Plan of Reorganization and
                Merger, dated as of September 30, 1997, by and between American
                Physician Partners, Inc., and San Antonio MR, Inc. (incorporated
                by reference to Exhibit 2.37 to the Registrant's Registration
                Statement No. 333-31611 on Form S-4).

10.86           Amendment No. 1 to the Agreement and Plan of Exchange, dated
                September 30, 1997, by and between American Physician Partners, Inc.,
                and Lexington MR, Ltd. (incorporated by reference to Exhibit 2.38
                to the Registrant's Registration Statement No. 333-31611 on Form S-4).

10.87           Amendment No. 1 to the Agreement and Plan of Exchange, dated
                September 30, 1997, by and between American Physician Partners, Inc.,
                and Madison Square Joint Venture (incorporated by reference to
                Exhibit 2.39 to the Registrant's Registration Statement No. 333-31611
                on Form S-4).

10.88           Amendment No. 1 to the Agreement and Plan of Exchange, dated
                September 30, 1997, by and between American Physician Partners, Inc.,
                and South Texas No. 1 MRI Limited Partnership (incorporated by
                reference to Exhibit 2.40 to the Registrant's Registration Statement
                No. 333-31611 on Form S-4).

10.89           Amendment No. 1 to the Agreement and Plan of Exchange, dated
                September 30, 1997, by and between American Physician Partners, Inc.,
                and San Antonio MRI Partnership No. 2, Ltd. (incorporated by
                reference to Exhibit 2.41 to the Registrant's Registration Statement
                No. 333-31611 on Form S-4).

10.90           Asset Purchase Agreement, dated as of January 1, 1998, by and among
                American Physician Partners, Inc., Community Radiology Associates,
                Inc., Drs. Korsower and Pion Radiology, P.A., and the Principal
                Stockholders (incorporated by reference to Exhibit 2.42 to the
                Registrant's Registration Statement No. 333-31611 on Form S-4).

10.91           Asset Purchase Agreement, dated as of January 12, 1998, by and
                among American Physician Partners, Inc., Valley Imaging Partners,
                Inc., Questar Imaging, Inc. and Questar Imaging VR, Inc.
                (incorporated by reference to Exhibit 2.43 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.92           Asset Purchase Agreement, dated as of January 23, 1998, by and
                among American Physician Partners, Inc., Valley Imaging Partners,
                Inc., PAL Imaging Corp. and the Principal Stockholders (incorporated
                by reference to Exhibit 2.44 to the Registrant's Registration
                Statement No. 333-31611 on Form S-4).

10.93           Asset Purchase Agreement, dated as of April 1, 1998, by and among
                American Physician Partners, Inc., Treasure Coast Imaging Partners,
                Inc. and Radiology Imaging Associates, Basilico, Gallagher and
                Raffa, M.D., P.A. and Robert F. Basilico, M.D., Edward Gallagher,
                M.D., R.J. Raffa, M.D., Joseph T. Charles, M.D., Alex N. Vennos, M.D.,
                and Robin J. Connolly, M.D. (incorporated by reference to Exhibit 2.45
                to the Registrant's Registration Statement No. 333-31611 on Form S-4).

                                       25
<PAGE>

<CAPTION>
Exhibit
Number                                  Description
-------         ----------------------------------------------------------------
<S>             <C>
10.94           Asset Purchase Agreement, dated as of April 1, 1998, by and among
                American Physician Partners, Inc., Treasure Coast Imaging Partners,
                Inc. and St. Lucie Imaging and Breast Center, Inc. and Robert F.
                Basilico, M.D., Edward Gallagher, M.D., R.J. Raffa, M.D., Joseph T.
                Charles, M.D., Alex N. Vennos, M.D., and Robin J. Connolly, M.D.
                (incorporated by reference to Exhibit 2.46 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.95           Asset Purchase Agreement, dated as of April 28, 1998, by and among
                American Physician Partners, Inc., Valley Imaging Partners, Inc.,
                LXL, Ltd. and the Partners of LXL, Ltd. (incorporated by reference
                to Exhibit 2.47 to the Registrant's Registration Statement
                No. 333-31611 on Form S-4).

10.96           Asset Purchase Agreement, dated as of June 1, 1998, by and among
                American Physician Partners, Inc., Mid Rockland Imaging Partners, Inc.,
                Empire State Imaging Partners, Inc., RF Management Corp. and Modern
                Medical Modalities Corporation (incorporated by reference to
                Exhibit 2.48 to the Registrant's Registration Statement No. 333-31611
                on Form S-4).

10.97           Asset Purchase Agreement, dated as of June 23, 1998, by and among
                American Physician Partners, Inc., Valley Imaging Partners, Inc.,
                Brewster Imaging Center, Inc. and Each Principal Stockholder
                (incorporated by reference to Exhibit 2.49 to the Registrant's
                Registration Statement No. 333-31611 on Form S-4).

10.98           Asset Purchase Agreement, dated as of June 29, 1998, by and among
                American Physician Partners, Inc., Valley Imaging Partners, Inc.
                and Bryan M. Shieman, M.D., a sole proprietorship d/b/a El Camino
                Center for Osteoporosis and/or ECOO II (incorporated by reference
                to Exhibit 2.50 to the Registrant's Registration Statement
                No. 333-31611 on Form S-4).

10.99           Stock Purchase Agreement, dated September 1, 1998, by and among
                American Physician Partners, Inc., WB&A Imaging Partners, Inc. and
                Vimla Bhooshan, M.D., John B. DeGrazia, M.D., Edwin Goldstein, M.D.,
                Paul T. Lubar, M.D., Calvin D. Neithamer, M.D., William P.
                O'Grady, M.D., Robert A. Olshaker, M.D., Stanley M. Perl, M.D.,
                Michael S. Usher, M.D., Alan B. Kronthal, M.D., Steven A. Meyers,
                M.D., Victor A. Bracey, M.D. and Larry W. Busching (incorporated by
                reference to Exhibit 2.51 to the Registrant's Registration Statement
                No. 333-31611 on Form S-4).

10.100          Asset Purchase Agreement, dated September 1, 1998, by and among
                American Physician Partners, Inc., Ormond Imaging Partners, Inc.,
                Magnetic Resonance Imaging Associates Limited Partnership and
                Paul T. Lubar, Stanley M. Perl, Michael S. Usher, John B. DeGrazia,
                Larry W. Busching, Vimla Bhooshan, William P. O'Grady, Robert A.
                Olshaker, and Calvin D. Neithamer (incorporated by reference to
                Exhibit 2.52 to the Registrant's Registration Statement No. 333-31611
                on Form S-4).

10.101          Asset Purchase Agreement, dated September 1, 1998, by and among
                American Physician Partners, Inc., Ormond Imaging Partners, Inc.,
                Duke Associates Limited Partnership and Paul T. Lubar, Stanley M.
                Perl, Michael S. Usher, John B. DeGrazia, Larry W. Busching, Vimla
                Bhooshan, William P. O'Grady, Edwin Goldstein, Robert A. Olshaker,
                Calvin D. Neithamer and Alan J. Kronthal (incorporated by reference
                to Exhibit 2.53 to the Registrant's Registration Statement
                No. 333-31611 on Form S-4).

10.102          Stock Purchase Agreement effective as of August 1, 1999 by and among
                American Physician Partners, Inc., Questar Imaging, Inc. and the
                stockholders of Questar Imaging, Inc. (incorporated by reference to
                Exhibit 2.54 to the Registrant's Registration Statement No. 333-31611
                on Form S-4).

                                       26
<PAGE>

<CAPTION>
Exhibit
Number                                  Description
-------         ----------------------------------------------------------------
<S>             <C>
10.103          Form of Employment Agreement between Radiologix, Inc. and Mark L.
                Wagar.(8)

10.104          Form of Employment Agreement between Radiologix, Inc. and Mark S.
                Martin.(8)

10.105          Form of Employment Agreement between Radiologix, Inc. and Paul M.
                Jolas.(8)

10.106          Form of Radiologix 2000 Stock Option Plan(8)

10.107          Form of Advisory Services Agreement between Radiologix, Inc., SKM-RD LLC
                and Audax Management Company LLC.(8)

27              Financial Data Schedule*
</TABLE>

----------------

*   Filed herewith.

(1) Incorporated by reference to the corresponding Exhibit number to the
    Registrant's Registration Statement No. 333-31611 on Form S-4.

(2) Incorporated by reference to the corresponding Exhibit number to the
    Registrant's Registration Statement No. 333-30205 on Form S[cad 220]1.

(3) Incorporated by reference to the corresponding Exhibit number to the
    Registrant's Form 10[cad 220]Q filed on May 15, 1998.

(4) Incorporated by reference to the corresponding Exhibit number to the
    Registrant's Form 10[cad 220]Q filed on August 14, 1998.

(5) Incorporated by reference to the corresponding Exhibit number to the
    Registrant's Form 10[cad 220]Q filed on November 13, 1998.

(6) Incorporated by reference to the corresponding Exhibit number to the
    Registrant's Form 10[cad 220]Q filed on May 17, 1999.

(7) Incorporated by reference to the corresponding Exhibit number to the
    Registrant's Form 10-Q filed on August 16, 1999.

(8) Incorporated by reference to the corresponding Exhibit number to the
    Registrant's Registration Statement No. 333-45790 on Form S-4.

                                       27