<PAGE>   1
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                       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, 1998

         [ ]      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


                        AMERICAN PHYSICIAN PARTNERS, INC.
             (Exact name of registrant as specified in its charter)



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


                                3600 CHASE TOWER
                                2200 ROSS AVENUE
                               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.

                Class                        Outstanding at November 12, 1998
                -----                        --------------------------------
    COMMON STOCK, $0.0001 PAR VALUE                   19,234,214  SHARES



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<PAGE>   2









                        AMERICAN PHYSICIAN PARTNERS, INC.

                                    FORM 10-Q

                                      INDEX
<TABLE>
<CAPTION>


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

 
         Item 1.  Financial Statements

                  Consolidated Balance Sheets as of September 30, 1998 (Unaudited) and December 31, 1997......   1

                  Consolidated Statements of Income (Unaudited) for the three months and nine months
                  ended September 30, 1998 and 1997...........................................................   2

                  Consolidated Statements of Cash Flows (Unaudited) for the three months and nine months
                  ended September 30, 1998 and 1997...........................................................   3

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

         Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ......   6

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk .................................  12

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings..........................................................................   13

         Item 2.  Changes in Securities.......................................................................  13

         Item 3.  Defaults Upon Securities....................................................................  13

         Item 4.  Submission of Matters to a Vote of Security Holders.........................................  13

         Item 5.  Other Information ..........................................................................  13

         Item 6.  Exhibits and Reports on Form 8-K............................................................  13

SIGNATURES....................................................................................................  14
</TABLE>


                                       2

<PAGE>   3




               AMERICAN PHYSICIAN PARTNERS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>

                                                                SEPTEMBER 30,   DECEMBER 31,
                                                                   1998            1997
                                                                ------------    ------------
                                                                (UNAUDITED)

<S>                                                              <C>            <C>      

CURRENT ASSETS:
   Cash and cash equivalents ...............................     $   4,990      $   4,572
   Accounts receivable, net of allowances ..................        33,593         21,398
   Due from affiliated practices ...........................           615          3,651
   Other current assets ....................................         3,658          2,351
                                                                 ---------      ---------
      Total current assets .................................        42,856         31,972
PROPERTY AND EQUIPMENT, net ................................        35,466         22,837
INVESTMENTS IN JOINT VENTURES ..............................         4,110          3,725
INTANGIBLE ASSETS, net .....................................        59,691          1,790
DEFERRED FINANCING COSTS ...................................         3,992          2,395
OTHER ASSETS ...............................................           152             47
                                                                 ---------      ---------
      Total assets .........................................     $ 146,267      $  62,766
                                                                 =========      =========

                           LIABILITES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses ...................     $   4,597      $  12,689
   Accrued physician retention .............................         6,279          4,330
   Accrued salaries and benefits ...........................         4,110          1,514
   Due to joint ventures ...................................         1,312            639
   Current portion of long-term debt .......................           971            858
   Current portion of capital lease obligations ............           154          1,791
   Deferred income taxes ...................................         5,882          6,124
   Other current liabilities ...............................         1,212            651
                                                                 ---------      ---------
      Total current liabilities ............................        24,517         28,596
DEFERRED INCOME TAXES ......................................         4,194          3,872
LONG-TERM DEBT, net of current portion .....................       107,275         51,734
CAPITAL LEASE OBLIGATIONS, net of current portion ..........         6,032          1,482
OTHER LIABILITIES ..........................................           262            297
                                                                 ---------      ---------
      Total liabilities ....................................       142,280         85,981

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES ............           601            820

STOCKHOLDERS' EQUITY:
   Common stock ............................................             2              2
   Additional paid-in capital ..............................          (911)       (18,460)
   Retained earnings (deficit) .............................         4,295         (5,577)
                                                                 ---------      ---------
      Total stockholders' equity ...........................         3,386        (24,035)
                                                                 ---------      ---------
      Total liabilities and stockholders' equity ...........     $ 146,267      $  62,766
                                                                 =========      =========
</TABLE>


                                       1


<PAGE>   4



               AMERICAN PHYSICIAN PARTNERS, 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,
                                                                  1998            1997            1998            1997
                                                              -------------  -----------       ------------  -------------
                                                                                       (UNAUDITED)
<S>                                                           <C>              <C>              <C>              <C>    
       REVENUES:
         Physician groups revenue, net ................       $  53,869        $    --          $ 152,008        $    --
         Less: amounts retained by physician groups ...         (18,814)            --            (53,681)            --
                                                              ---------        ---------        ---------        ---------
              Service fee revenue .....................          35,055             --             98,327             --

       COSTS AND EXPENSES:
         Salaries and benefits ........................          10,738             --             30,447             --
         Practice supplies ............................           2,234             --              6,391             --
         Practice rent and lease expenses .............           2,677             --              8,205             --
         Other practice expenses ......................           7,220             --             18,624             --
         Corporate general and administrative .........           2,595            1,300            7,034            2,915
         Depreciation and amortization ................           2,976               84            8,355               96
                                                              ---------        ---------        ---------        ---------
              Total costs and expenses ................          28,440            1,384           79,056            3,011
                                                              ---------        ---------        ---------        ---------

       OPERATING INCOME (LOSS) ........................           6,615           (1,384)          19,271           (3,011)

       OTHER EXPENSES:
         Interest expense, net ........................           2,054               60            5,142              132
                                                              ---------        ---------        ---------        ---------
              Total other expenses ....................           2,054               60            5,142              132
                                                              ---------        ---------        ---------        ---------

       INCOME (LOSS) BEFORE TAXES, MINORITY
       INTERESTS IN CONSOLIDATED SUBSIDIARIES
       AND EQUITY IN EARNINGS OF INVESTMENTS ..........           4,561           (1,444)          14,129           (3,143)

       EQUITY IN EARNINGS OF INVESTMENTS ..............           1,096             --              2,342             --

       MINORITY INTERESTS IN INCOME OF
       CONSOLIDATED SUBSIDIARIES ......................            (168)            --               (391)            --
                                                              ---------        ---------        ---------        ---------

       INCOME (LOSS) BEFORE TAXES .....................           5,489           (1,444)          16,080           (3,143)

       INCOME TAX EXPENSE .............................          (2,081)            --             (6,208)            --
                                                              ---------        ---------        ---------        ---------

       NET INCOME (LOSS) ..............................       $   3,408        $  (1,444)       $   9,872        $  (3,143)
                                                              =========        =========        =========        =========

       NET INCOME (LOSS) PER COMMON SHARE-
         Basic ........................................       $    0.18        $   (0.72)       $    0.53        $   (1.57)
         Diluted ......................................       $    0.18        $   (0.72)       $    0.51        $   (1.57)

       WEIGHTED AVERAGE SHARES OUTSTANDING
         Basic ........................................          18,908            2,000           18,572            2,000
         Diluted ......................................          19,356            2,000           19,219            2,000

</TABLE>


                                       2

<PAGE>   5



               AMERICAN PHYSICIAN PARTNERS, 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,
                                                                             1998            1997            1998            1997
                                                                           --------        --------        --------        --------
                                                                                                 (UNAUDITED)

<S>                                                                      <C>             <C>             <C>             <C>      
     CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income (loss) ........................................       $  3,408        $ (1,444)       $  9,872        $ (3,143)
        Adjustments to reconcile net income (loss) to net cash
           provided by (used in) operating activities --
           Minority interests ....................................            168            --               391            --
           Depreciation and amortization .........................          2,976              84           8,355              96
           Equity in earnings of investments .....................         (1,096)           --            (2,342)           --
           Changes in assets and liabilities- net of acquisitions
               Accounts receivable, net ..........................         (1,769)           --            (3,776)           --
               Other current assets ..............................           (246)             (9)          1,810            (132)
               Other noncurrent assets ...........................           (733)         (1,510)         (1,957)         (3,567)
               Accounts payable and accrued expenses .............            594           1,324          (8,139)          2,932
               Accrued salaries and benefits .....................          1,280             528           2,322             528
               Due to joint ventures .............................            530            --               782            --
               Other liabilities .................................           (726)           --             2,921            --
                                                                         --------        --------        --------        --------
                  Net cash provided by (used in)
                  operating activities ...........................          4,386          (1,027)         10,239          (3,286)
                                                                         --------        --------        --------        --------
     CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchases of property and equipment ......................         (3,531)           --            (8,252)           (122)
        Cash paid for acquisitions ...............................        (15,924)           --           (54,905)           --
        Contributions to joint ventures ..........................           --              --               352            --
        Distributions from joint ventures ........................            979            --             1,062            --
                                                                         --------        --------        --------        --------
                  Net cash used in investing activities ..........        (18,476)           --           (61,743)           (122)
                                                                         --------        --------        --------        --------
     CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds from issuance of long-term debt .................         46,700           1,000          92,785           1,000
        Payments on long-term debt ...............................        (29,984)           --           (38,797)           --
        Payments on capital leases ...............................           (766)           --            (1,869)           --
        Advances from (to) physician practices ...................            (20)           --              (237)           --
        Proceeds from the exercise of options ....................             25            --                40            --
                                                                         --------        --------        --------        --------
                  Net cash provided by financing activities ......         15,955           1,000          51,922           1,000
                                                                         --------        --------        --------        --------
     NET INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS ........................................          1,865             (27)            418          (2,408)

     CASH AND CASH EQUIVALENTS, beginning of period ..............          3,125             110           4,572           2,491
                                                                         --------        --------        --------        --------
     CASH AND CASH EQUIVALENTS, end of period ....................       $  4,990        $     83        $  4,990        $     83
                                                                         ========        ========        ========        ========
</TABLE>

                                        
                                        
                                        
                                        
                                        
                                       3
<PAGE>   6


               AMERICAN PHYSICIAN PARTNERS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      The accompanying consolidated unaudited financial statements have been
prepared by American Physician Partners, Inc. (the "Company" or "APPM") pursuant
to the rules and regulations of the Securities and Exchange Commission, 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. 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 footnotes for the year ended December 31, 1997,
included in APPM's Form 10-K filed with the Securities and Exchange Commission
on March 31, 1998.

1.   BASIS OF PRESENTATION

      The consolidated financial statements have been prepared on the accrual
basis of accounting and include the accounts of the Company and its wholly-owned
subsidiaries. All intercompany accounts and transactions have been eliminated in
consolidation.

      The Company does not consolidate the operating results and accounts of the
physician practices with which it affiliates (the "Affiliated Practices"). For
display purposes, the Company has presented physician groups revenue and amounts
retained by physician groups in the accompanying consolidated statements of
income to arrive at the Company's service fee revenue.

Reclassification

      Certain prior year amounts have been reclassified to conform to current
year presentation. These reclassifications have no effect on the previously
reported net loss, stockholders' deficit, or cash flows.

Service Fee Revenue

      Service fee revenue represents physician groups revenue less amounts
retained by physician groups. The amounts retained by physician groups represent
amounts paid to the physicians pursuant to the service agreements between the
Company and the Affiliated 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's service fee revenues are dependent upon the operating
results of the Affiliated 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 service fees
received by the Company under either fee structure provide the Company with a
net profit or equivalent interest in the Affiliated Practices and, as a result,
the Company displays the revenues, net of amounts retained by physicians, and
expenses of the Affiliated Practices. 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 physician groups revenue.




                                       4

<PAGE>   7



      Service fee revenue in the third quarter and year-to-date 1998 consists of
the following (in thousands):

<TABLE>
<CAPTION>

                                     Three Months Ended         Nine Months Ended
                                     September 30, 1998         September 30, 1998
                                     ------------------         ------------------

<S>                                  <C>                        <C>    
Professional component                    $ 8,861                    $25,955
Technical component
                                           26,194                     72,372
                                          -------                    -------
                                          $35,055                    $98,327
                                          =======                    =======
</TABLE>

2.    ACQUISITIONS AND PRACTICE AFFILIATIONS

      In July 1998, the Company completed its acquisition of two imaging centers
in the Greater Bay Area of California. In August 1998, the Company completed its
acquisition of an imaging center in San Antonio, Texas. The total consideration
for these transactions was approximately $9,775,000. These transactions will be
accounted for under the purchase method.

      In September 1998, the Company announced its affiliation with WB&A
Imaging, P.C. (formerly known as Drs. Wener, Boyle & Associates, P.A.), a
15-physician radiology practice based in the Washington Metropolitan Area. The
Company also announced the acquisition of WB&A Imaging, P.C.'s four imaging
centers. The total consideration for these transactions was approximately
$9,076,000 consisting of the issuance of 359,374 shares of the Company's common
stock, cash and assumed debt. These transactions were accounted for under the
purchase method.

3.    EARNINGS PER SHARE

      The Company adopted Statement of Financial Accounting Standards No. 128
("SFAS 128"), "Earnings per Share," effective December 15, 1997. SFAS 128
requires that the calculation of basic earnings per share be calculated by
dividing net income by the weighted average number of shares of common stock
outstanding during the period and diluted earnings per common share be
calculated using the weighted average number of shares of common stock and
common stock equivalents. As required, the Company reported earnings per share
in accordance with SFAS 128.




                                       5

<PAGE>   8



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)

      The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the Company's
consolidated financial statements and notes thereto included in the Annual
Report on Form 10-K for the year ended December 31, 1997, and with the
consolidated financial statements included in this Form 10-Q.

OVERVIEW

      American Physician Partners, Inc. ("APPM" or the "Company") is a leading
provider of radiology services. The Company's focus is on the development,
consolidation and management of integrated radiology and imaging center
networks. As of November 12, 1998, APPM provided management services to 79
owned, operated or managed diagnostic imaging centers ("ICs"), 50 hospital
radiology departments and ten Affiliated Practices consisting of 258 physicians
practicing in California, Florida, Kansas, Maryland, New York, Texas and
Virginia. The Company provides Affiliated Practices with the capital resources
and expertise to invest in new technologies, complete consolidating
acquisitions, implement sophisticated management information systems, promote
efficient practice patterns, develop coordinated marketing efforts and realize
purchasing economies of scale.

RESULTS OF OPERATIONS

Three Months Ended September 30, 1998

      The Company conducted no significant operations before its initial public
offering ("IPO") in November 1997 when the Company acquired the tangible and
intangible non-medical assets and certain liabilities of, and entered into
service agreements with seven radiology practices (the "Founding Affiliated
Practices"). The acquisitions that occurred simultaneously with the IPO are
referred to herein as the "Reorganizations". As a result, the Company's
comparative third-quarter and year-to-date 1997 results are not meaningful.

Service Fee Revenue

      The Company generated service fee revenue of $35,055 for the three months
ended September 30, 1998. There was no service fee revenue generated during the
same period ended September 30, 1997.

Salaries and Benefits

      Salaries and benefits for the three months ended September 30, 1998, were
$10,738. Salaries and benefits include certain costs of non-physician clinical
and administrative employee expenses paid by the Company pursuant to the terms
of the service agreements. The percentage of salaries and benefits to total
service fee revenue was 30.6% for the three months ended September 30, 1998.

Practice Supplies

      Practice supplies for the three months ended September 30, 1998, were
$2,234. Practice supplies include costs of film, contrast and other related
supplies paid by the Company pursuant to the terms of the service agreements.
The percentage of practice supplies to total service fee revenue was 6.4% for
the three months ended September 30, 1998.

Practice Rent and Lease Expenses

      Practice rent and lease expenses for the three months ended September 30,
1998, were $2,677. Practice rent and lease expenses include costs of the
facilities used to provide the medical and administrative services and lease
costs for equipment used in the performance of certain medical and
administrative procedures.


                                       6

<PAGE>   9



Other Practice Expenses

      Other practice expenses for the three months ended September 30, 1998,
were $7,220. Other practice expenses include all other costs associated with the
maintenance and continued operation of the Affiliated Practices. The percentage
of other practice expenses to total service fee revenue was 20.6% for the three
months ended September 30, 1998.

Corporate General and Administrative

      Corporate general and administrative expenses for the three months ended
September 30, 1998, were $2,595 compared to $1,300 for the three months ended
September 30, 1997 representing an increase of $1,295 or 99.6%. The percentage
of corporate general and administrative expenses to total service fee revenue
was 7.4% for the three months ended September 30, 1998. Corporate general and
administrative expenses increased due to the continued building of the Company's
infrastructure prior to and following its IPO.

Depreciation and Amortization

      Depreciation and amortization expenses for the three months ended
September 30, 1998, were $2,976 compared to $84 for the three months ended
September 30, 1997, representing an increase of $2,892. The percentage of
depreciation and amortization expenses to total service fee revenue was 8.5% for
the three months ended September 30, 1998. Depreciation and amortization
expenses increased from the 1997 amount due to the Reorganizations and the
subsequent acquisitions completed in 1998.

Interest Expense

      Interest expense for the three months ended September 30, 1998, was $2,054
compared to $60 for the three months ended September 30, 1997, representing an
increase of $1,994. The percentage of interest expense to total service fee
revenue was 5.9% for the three months ended September 30, 1998. Interest expense
increased due the cost of borrowings under the Company's $160 million credit
facility (the "Credit Facility") entered into on November 26, 1997 (as amended
on May 19, 1998), the assumption of certain indebtedness and capital lease
obligations of the Founding Affiliated Practices in connection with the
Reorganizations and the assumption of certain indebtedness and capital lease
obligations of practices acquired post IPO.

Income Tax Expense

      Income taxes were provided on the taxable income of the Company for
federal and state reporting purposes using the applicable effective rates.

Net Income

      As a result of the foregoing factors, the Company generated a net income
of $3,408 for the three months ended September 30, 1998, or diluted income per
share of $0.18 on 19,356,000 shares outstanding, compared to a net loss of
$1,444 for the three months ended September 30, 1997, or diluted loss per share
of $(0.72) on 2,000,000 shares outstanding.

Three Months Ended September 30, 1997

      Prior to November 26, 1997, the Company had no revenue while incurring
corporate overhead expenses associated with building its management
infrastructure. As a result, the Company's comparative third quarter 1997
results are not meaningful.




                                       7

<PAGE>   10



Nine Months Ended September 30, 1998

      The Company conducted no significant operations before its IPO in November
1997 when the Company acquired the tangible and intangible non-medical assets
and certain liabilities, and entered into service agreements with the Founding
Affiliated Practices. The acquisitions that occurred simultaneously with the IPO
are referred to herein as the "Reorganizations". As a result, the Company's
comparative third-quarter and year-to-date 1997 results are not meaningful.

Service Fee Revenue

      The Company generated service fee revenue of $98,327 for the nine months
ended September 30, 1998. There was no service fee revenue generated during the
same period ended September 30, 1997.

Salaries and Benefits

      Salaries and benefits for the nine months ended September 30, 1998, were
$30,447. Salaries and benefits include certain costs of non-physician clinical
and administrative employee expenses paid by the Company pursuant to the terms
of the service agreements. The percentage of salaries and benefits to total
service fee revenue was 31.0% for the nine months ended September 30, 1998.

Practice Supplies

      Practice supplies for the nine months ended September 30, 1998, were
$6,391. Practice supplies include costs of film, contrast and other related
supplies paid by the Company pursuant to the terms of the service agreements.
The percentage of practice supplies to total service fee revenue was 6.5% for
the nine months ended September 30, 1998.

Practice Rent and Lease Expenses

      Practice rent and lease expenses for the nine months ended September 30,
1998, were $8,205. Practice rent and lease expenses include costs of the
facilities used to provide the medical services and lease costs for equipment
used in the performance of certain medical procedures. The percentage of
practice rent and lease expenses to total service fee revenue was 8.3% for the
nine months ended September 30, 1998.

Other Practice Expenses

      Other practice expenses for the nine months ended September 30, 1998, were
$18,624. Other practice expenses include all other costs associated with the
maintenance and continued operation of the Affiliated Practices. The percentage
of other practice expenses to total service fee revenue was 19.0% for the nine
months ended September 30, 1998.

Corporate General and Administrative

      Corporate general and administrative expenses for the nine months ended
September 30, 1998, were $7,034 compared to $2,915 for the nine months ended
September 30, 1997 representing an increase of $4,119 or 141.3%. The percentage
of corporate general and administrative expenses to total service fee revenue
was 7.2% for the nine months ended September 30, 1998. Corporate general and
administrative expenses increased due to the continued building of the Company's
infrastructure prior to and following its IPO.

Depreciation and Amortization

      Depreciation and amortization expenses for the nine months ended September
30, 1998, were $8,355 compared to $96 for the nine months ended September 30,
1997, representing an increase of $8,259. The percentage of depreciation and
amortization expenses to total service fee revenue was 8.5% for the nine months
ended September 30, 1998. Depreciation and amortization expenses increased from
the 1997 amount due to the Reorganizations and the subsequent acquisitions
completed in 1998.




                                       8

<PAGE>   11



Interest Expense

      Interest expense for the nine months ended September 30, 1998, was $5,142
compared to $132 for the nine months ended September 30, 1997, representing an
increase of $5,010. The percentage of interest expense to total service fee
revenue was 5.2% for the nine months ended September 30, 1998. Interest expense
increased due the cost of borrowings under the Company's $160 million credit
facility (the "Credit Facility") entered into on November 26, 1997 (as amended
on May 19, 1998), the assumption of certain indebtedness and capital lease
obligations of the Founding Affiliated Practices in connection with the
Reorganizations and the assumption of certain indebtedness and capital lease
obligations of practices acquired post IPO.

Income Tax Expense

      Income taxes were provided on the taxable income of the Company for
federal and state reporting purposes using the applicable effective rates.

Net Income

      As a result of the foregoing factors, the Company generated a net income
of $9,872 for the nine months ended September 30, 1998, or diluted income per
share of $0.51 on 19,219,000 shares outstanding, compared to a net loss of
$3,143 for the nine months ended September 30, 1997, or diluted loss per share
of $(1.57) on 2,000,000 shares outstanding.

Nine Months Ended September 30, 1997

      Prior to November 26, 1997, the Company had no revenue while incurring
corporate overhead expenses associated with building its management
infrastructure. As a result, the Company's comparative year-to-date 1997 results
are not meaningful.

Liquidity and Capital Resources

      Net cash from operations for the nine months ended September 30, 1998, was
$10,239. Net cash from operations includes a use of cash in the amount of $6,400
for deferred income taxes as a result of the conversion of the Founding
Affiliated Practices from cash basis to accrual basis. The Company files a
consolidated annual return on the accrual basis.

      Net cash used in investing activities for the nine months ended September
30, 1998, was $61,743. During the nine months ended September 30,1998, the
Company expended $54,905 in consideration for acquisitions. These expenditures
were funded primarily from borrowings under the Credit Facility.

      Net cash flows from financing activities for the nine months ended
September 30, 1998, were $51,922. Net borrowings during the nine months ended
September 30, 1998, under the Credit Facility were $56,150 which was used to
finance the Company's on-going development activities, the acquisition of new
equipment and for working capital purposes.

      Under the terms of the Credit Facility dated November 26, 1997 (as amended
May 19, 1998), the Company may borrow, repay and reborrow amounts during the
first three years of the Credit Facility. Amounts outstanding under the Credit
Facility at the end of three years are required to be repaid in quarterly
installments of varying amounts commencing September 30, 2000. The Credit
Facility expires and all loans thereunder mature on the sixth anniversary of the
closing date of the Credit Facility. Borrowings under the Credit Facility at any
time may not exceed the lesser of $160.0 million or 3.00 times the consolidated
EBITDA of the Company, giving pro forma effect to acquisitions made with such
borrowings. At September 30, 1998, the Company was eligible to borrow up to
$160.0 million under the Credit Facility, and the Company had outstanding
borrowings of $105.8 million under the Credit Facility. At the Company's option,
the interest rate is (i) an adjusted LIBOR rate plus an applicable margin which
can vary from 1.5% to 2.5% dependent on certain financial ratios or (ii) the
prime rate plus an applicable margin which can vary from 0.5% to 1.50%. In each
case the applicable margin varies based on financial ratios maintained by the
Company. The Credit Facility includes certain restrictive covenants including
prohibitions on the payment of dividends and the maintenance of certain
financial ratios (including minimum debt-service 



                                       9


<PAGE>   12


coverage and maximum debt-to-EBITDA coverage, as defined). Borrowings under the
Credit Facility are secured by all service agreements of which the Company is or
becomes a party and a pledge of the stock of the Company's subsidiaries.
Approximately $21.5 million of borrowings under the Credit Facility were used to
pay a portion of the cash portion due pursuant to the Reorganizations.

      On April 13, 1998, the Company announced that it planned to make a private
offering of $100.0 million aggregate principal amount of Senior Subordinated
Notes Due 2008 (the "Notes") to certain initial purchasers who will resell the
Notes in reliance on the exemption from registration contained in Rule 144A
under the Securities Act of 1933, as amended. This offering was subsequently
cancelled due to market conditions.

      On June 8, 1998, the Company announced that it completed the expansion of
its Credit Facility to $160 million. As a result, the Company elected not to
pursue the previously-announced private offering of Notes.

      The Company anticipates that funds generated from operations, cash and
cash equivalents, and funds available under the Credit Facility will be
sufficient to meet the Company's working capital requirements and debt
obligations and to finance any necessary capital expenditures at least through
the end of 1998. Expansion of the Company's business through acquisitions may
require additional funds, which, to the extent not provided by
internally-generated sources, cash, and the Credit Facility, would require the
Company to seek additional debt or equity financing.

Year 2000 Issue

      Impact of Year 2000: The Year 2000 Issue exists because many computer
systems and applications currently use two-digit date fields to designate a
year. As the century date occurs, computer programs, computers and embedded
microprocessors controlling equipment with date-sensitive systems may recognize
Year 2000 as 1900 or not at all. This inability to recognize or properly treat
Year 2000 may result in computer system failures or miscalculations of critical
financial and operational information as well as failures of equipment
controlling date-sensitive microprocessors. In addition, there are two other
related issues, which could also lead to miscalculations or failures: (i) some
older systems' programming assigns special meaning to certain dates, such as
9/9/99 and (ii) the Year 2000 is a leap year.

      State of Readiness: The Company started to formulate a plan to address the
Year 2000 Issue in the third quarter of 1998. To date, the Company's primary
focus has been on its own internal information technology systems, including all
types of systems in use by the Company in its operations, finance and human
resources departments, and to deal with the most critical systems first. The
Company is in the process of developing a Year 2000 Plan to address all of its
Year 2000 Issues. The Year 2000 Plan being developed will involve generally the
following phases: awareness, assessment, renovation, testing and implementation.
Although the Company's assessment of the Year 2000 Issue is incomplete, the
Company has completed an assessment of approximately 50% of its internal
information technology systems. The Company estimates that it will complete the
assessment of its remaining internal information technology systems by March 31,
1999 and will establish a timetable for the renovation phase of the remaining
technology systems. The Company has already completed the renovation of
approximately 40% of its information technology systems, including modifying and
upgrading software and developing and purchasing new software, and continues to
renovate the portions of such systems for which assessment is complete. The
Company has not begun or established a timetable for the testing and
implementation phases. The Company's goal is to complete such phases by
September 30, 1999, although complications arising from unanticipated
acquisitions might cause some delay.

      The Company has recently begun to assess the potential for Year 2000
problems with the information systems of its customers, payors and vendors. The
Company is preparing questionnaires that it expects to send to its customers,
vendors and other third parties with which the Company has a material
relationship by December 31, 1998. The Company expects to complete the
assessment with respect to such parties by March 31,1999, provided that the
parties return the requested information by February 28, 1999. The Company does
not have sufficient information to provide an estimated timetable for completion
of renovation and testing that such parties with which the Company has a
material relationship may undertake. The Company is unable to estimate the costs
that it may incur to remedy the Year 2000 issues relating to such parties. The
Company has received some preliminary information concerning the Year 2000
readiness of some of its customers, vendors and other third parties with which
the Company has a material relationship and expects to engage in discussions
with most 




                                       10


<PAGE>   13


of such parties during the balance of 1998 and through March 31, 1999 in an
attempt to determine the extent to which the Company is vulnerable to those
parties' possible failure to become Year 2000 compliant. All of the Company's
diagnostic imaging equipment used to provide imaging services have computer
systems and applications, and in some cases embedded microprocessors, that could
be affected by Year 2000 issues. The Company has begun to assess the impact on
its diagnostic imaging equipment by contacting the vendors of such equipment.
The vendor with respect to the majority of the MRI and CT equipment used by the
Company has informed the Company that (i) certain identified MRI and CT
equipment is Year 2000 compliant, (ii) it has developed software for functional
work arounds to ensure Year 2000 compliance with respect to the balance of its
noncompliant MRI and CT equipment and (iii) remediation will be made during
future regular maintenance visits. The Company is in the process of contacting
the other vendors of its diagnostic imaging equipment. The Company expects to
receive information from such other vendors by December 31, 1998 with respect to
their assessment of the impact on the equipment that they provided to the
Company and the nature and timetable of the remediation that such vendors may
propose. The Company expects to complete its assessment by March 31, 1999 and
that renovation will be completed by September 30, 1999. The Company expects
that its equipment vendors will propose timely remediation and will bear the
cost of modifying or otherwise renovating the Company's diagnostic imaging
equipment. The Company has recently begun an assessment of the potential for
Year 2000 problems with the embedded microprocessors in its other equipment,
facilities and corporate and regional offices, including telecommunications
systems, utilities, dictation systems, security systems and HVACS and expects to
complete the assessment by March 31, 1999.

      COSTS TO ADDRESS YEAR 2000 ISSUE: The Company estimates on a preliminary
basis that the cost of assessment, renovation, testing and implementation of its
internal systems will range from approximately $500,000 to $1,500,000, of which
approximately $20,000 has been incurred. The major components of these costs
are: consultants, additional personnel costs, programming, new software and
hardware, software upgrades and travel expenses. The Company expects that such
costs will be funded through operating cash flows. This estimate, based on
currently available information, will be updated as the Company continues its
assessment and proceeds with renovation, testing and implementation and may be
adjusted upon receipt of more information from the Company's vendors, customers
and other third parties and upon the design and implementation of the Company's
contingency plan. In addition, the availability and cost of consultants and
other personnel trained in this area and unanticipated acquisitions might
materially affect the estimated costs. The effects of the aforementioned costs
have had no material impact on the Company's progress as it relates to other
information system projects and implementation.

      RISKS TO THE COMPANY: The Company's Year 2000 Issue involves significant
risks. There can be no assurance that the Company will succeed in implementing
the Year 2000 Plan it is developing. The following describes the Company's most
reasonably likely worst-case scenario, given current uncertainties. If the
Company's renovated or replaced internal information technology systems fail the
testing phase, or any software application or embedded microprocessors central
to the Company's operations are overlooked in the assessment or implementation
phases, significant problems including delays may be incurred in billing the
Company's major customers (Medicare, HMOs or private insurance carriers) for
services performed. If its major customers' systems do not become Year 2000
compliant on a timely basis, the Company will have problems and incur delays in
receiving and processing correct reimbursement. If the computer systems of third
parties (including hospitals) with which the Company's systems exchange data do
not become Year 2000 compliant both on a timely basis and in a manner compatible
with continued data exchange with the Company's information technology systems,
significant problems may be incurred in billing and reimbursement. If the
systems on the diagnostic imaging equipment utilized by the Company are not Year
2000 compliant, the Company may not be able to provide imaging services to
patients. If the Company's vendors or suppliers of the Company's necessary
power, telecommunications, transportation and financial services, fail to
provide the Company with equipment and services the Company will be unable to
provide services to its customers. If any of these uncertainties were to occur,
the Company's business, financial condition and results of operations would be
adversely affected. The Company is unable to assess the likelihood of such
events occurring or the extent of the effect on the Company.

      CONTINGENCY PLAN: The Company has not yet established a contingency plan
to address unavoided or unavoidable Year 2000 risks with internal information
technology systems and with customers, vendors and other third parties, but it
expects to create such a plan by June 30, 1999.




                                       11


<PAGE>   14


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 and its Credit Facility.





                                       12


<PAGE>   15










                           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. The Company also 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. Each existing Affiliated
Practice has retained responsibility for, and agreed to indemnify the Company in
full against, the liabilities associated with these lawsuits. In the event (i)
the Company is subsequently added as a party in any of these lawsuits, (ii) an
Affiliated Practice denies their obligation to indemnify the Company or (iii) 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

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

      Not Applicable

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







                                       13


<PAGE>   16







                                   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.


                                         AMERICAN PHYSICIAN PARTNERS, INC.


Date: November 13, 1998                  /s/ MARK L. WAGAR
                                         -------------------------------------
                                         Mark L. Wagar
                                         Chairman of the Board of Directors,
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)

Date: November 13, 1998                  /s/ SAMI S. ABBASI
                                         -------------------------------------
                                         Sami S. Abbasi
                                         Senior Vice President and  
                                         Chief Financial Officer
                                         (Principal Financial Officer)


Date: November 13, 1998                  /s/ DAVID W. YOUNG
                                         --------------------------------------
                                         David W. Young
                                         Controller and Treasurer
                                         (Principal Accounting Officer)




                                       14


<PAGE>   17



                                INDEX TO EXHIBITS


   EXHIBIT                          DESCRIPTION
    NUMBER

           2.1   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. **

           2.2   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. **

           2.3   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.**

           2.4   Agreement and Plan of Reorganization and Merger, dated June 27,
                 1997 by and between American Physician Partners, Inc., and
                 Rockland Radiological Group, P.C.**

           2.5   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. **

           2.6   Agreement and Plan of Reorganization and Merger, dated June 27,
                 1997 by and between American Physician Partners, Inc., and
                 Central Imaging Associates, P.C. **

           2.7   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. **

           2.8   Agreement and Plan of Reorganization and Merger, dated June 27,
                 1997 by and between American Physician Partners, Inc., and
                 Pelham Imaging Associates, P.C. **

           2.9   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. **

           2.10  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. **

           2.11  Agreement and Plan of Reorganization and Merger, dated June 27,
                 1997 by and between American Physician Partners, Inc., and
                 Total Medical Imaging, Inc.**

           2.12  Agreement and Plan of Reorganization and Merger, dated June 27,
                 1997 by and between American Physician Partners, Inc., and
                 Valley Radiologists Medical Group, Inc. **

           2.13  Agreement and Plan of Reorganization and Merger, dated June 27,
                 1997 by and between American Physician Partners, Inc., and The
                 Ide Group, P.C. **

           2.14  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 .**

           2.15  Agreement and Plan of Reorganization and Merger, dated June 27,
                 1997 by and between American Physician Partners, Inc., and
                 South Texas MR, Inc. **

           2.16  Agreement and Plan of Reorganization and Merger, dated June 27,
                 1997 by and between American Physician Partners, Inc., and San
                 Antonio MR, Inc. **

           2.17  Agreement and Plan of Exchange, dated June 27, 1997 by and
                 among American Physician Partners, Inc., Lexington MR, Ltd. and
                 the Sellers **

           2.18  Agreement and Plan of Exchange, dated June 27, 1997 by and
                 among American Physician Partners, Inc., Madison Square Joint
                 Venture and the Sellers **

           2.19  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 **

           2.20  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 **

           2.21  Agreement and Plan of Exchange, dated June 27, 1997 by and
                 between American Physician Partners, Inc., and the Sellers **





                                       15



<PAGE>   18




           2.22  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.**-

           2.23  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.**

           2.24  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.**

           2.25  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.**

           2.26  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.**

           2.27  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.**

           2.28  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.**

           2.29  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.**

           2.30  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.**

           2.31  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.**

           2.32  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.**

           2.33  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.**

           2.34  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.**

           2.35  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.**

           2.36  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.**

           2.37  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.**

           2.38  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.**

           2.39  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.**

           2.40  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.**

           2.41  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.**

           2.42  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 ****

           2.43  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. ****

           2.44  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 ****


                                       16


<PAGE>   19




           2.45  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.*****

           2.46  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.*****

           2.47  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.*****

           2.48  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*****

           2.49  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*****

           2.50  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*****

           2.51  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 *

           2.52  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 *

           2.53  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 *

           3.2   Amended and Restated Bylaws of American Physician Partners,
                 Inc.***

           4.1   Form of certificate evidencing ownership of Common Stock of
                 American Physician Partners, Inc.*** 

           4.2   Form of Convertible Promissory Note of American Physician 
                 Partners, Inc.**
  
           10.1  American Physician Partners, Inc. 1996 Stock Option Plan **

           10.2  Employment Agreement between American Physician Partners, Inc.
                 and Gregory L. Solomon **

           10.3  Employment Agreement between American Physician Partners, Inc.
                 and Mark S. Martin **

           10.4  Employment Agreement between American Physician Partners, Inc.
                 and Sami S. Abbasi **

           10.5  Employment Agreement between American Physician Partners, Inc.
                 and Paul M. Jolas **

           10.6  Form of Indemnification Agreement for certain Directors and
                 Officers ***

           10.7  Form of Registration Rights Agreement **

           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.**

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

           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.**

           10.12 Service Agreement dated November 26, 1997 by and among American
                 Physician Partners, Inc., Advanced Imaging of Orange County,
                 P.C. and The Greater Rockland Radiological Group, P.C.**

           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.**



                                       17

<PAGE>   20





           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.**

           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.**

           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.**

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

           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.**

           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.**

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

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

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

           10.23 Credit Agreement by and among American Physician Partners,
                 Inc., GE Capital Corporation and the other credit parties
                 signatory thereto.***

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

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

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

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

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

           10.29 First Amendment to Consulting Agreement between American
                 Physician Partners, Inc. and Lawrence R. Muroff, M.D.***

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

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

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

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

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

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

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

           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.****

           10.38 Service Agreement dated April 1, 1998, by and among American
                 Physician Partners, Inc., Treasure Coast Imaging Partners, Inc.
                 and Radiology Imaging Associates - Basilico, Gallagher & Raffa,
                 M.D., P.A. *****

           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*****

           10.40 Employment Agreement between American Physician Partners, Inc.
                 and Mark L. Wagar*****




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<PAGE>   21




           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. *

           10.42 Office Building Lease Agreement between The Equitable-Nissei
                 Dallas Company and Fibreboard Corporation *
  
           10.43 Office Building Sublease Agreement by and between Fibreboard
                 Corporation and American Physician Partners, Inc. *

           11.1  Statement re: computation of per share earnings*

           27    Financial Data Schedule*

--------------
*        Filed herewith.

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

***      Incorporated by reference to the corresponding Exhibit number to the
         Registrant's Registration Statement No. 333-30205 on Form S-1.

****     Incorporated by reference to the corresponding Exhibit number to the
         Registrant's Form 10-Q filed on May 15, 1998

*****    Incorporated by reference to the corresponding Exhibit number to the
         Registrant's Form 10-Q filed on August 14, 1998.







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