<PAGE>   1

================================================================================


                       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
                  JUNE 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)

                             2301 NATIONSBANK PLAZA
                                 901 MAIN STREET
                               DALLAS, TEXAS 75202
          (Address of principal executive offices, including zip code)

                                 (214) 761-3100
              (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 August 11, 1998
             -----                               ------------------------------

COMMON STOCK, $0.0001 PAR VALUE                       18,365,064  SHARES


================================================================================
<PAGE>   2


                        AMERICAN PHYSICIAN PARTNERS, INC.

                                    FORM 10-Q

                                      INDEX
<TABLE>
<CAPTION>


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

         Item 1.  Financial Statements

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

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

                  Consolidated Statements of Cash Flows (Unaudited) for the three months and six months
                  ended June 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 .................................  10

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings..........................................................................   11

         Item 2.  Changes in Securities.......................................................................  11

         Item 3.  Defaults Upon Securities....................................................................  11

         Item 4.  Submission of Matters to a Vote of Security Holders.........................................  11

         Item 5.  Other Information ..........................................................................  12

         Item 6.  Exhibits and Reports on Form 8-K............................................................  12

SIGNATURES....................................................................................................  12

</TABLE>



                                       2

<PAGE>   3




               AMERICAN PHYSICIAN PARTNERS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>

                                                                      JUNE 30,     DECEMBER 31,
                                                                        1998            1997
                                                                      ---------      ---------
                                                                     (UNAUDITED)
CURRENT ASSETS:
<S>                                                                   <C>            <C>      
   Cash and cash equivalents ....................................     $   3,125      $   4,572
   Accounts receivable, net of allowances .......................        31,101         21,398
   Due from affiliated practices ................................           255          3,651
   Other current assets .........................................         1,588          2,351
                                                                      ---------      ---------
      Total current assets ......................................        36,069         31,972
PROPERTY AND EQUIPMENT, net .....................................        31,584         22,837
INVESTMENTS IN JOINT VENTURES ...................................         4,387          3,725
INTANGIBLE ASSETS, net ..........................................        45,899          1,790
DEFERRED FINANCING COSTS ........................................         4,215          2,395
OTHER ASSETS ....................................................            97             47
                                                                      ---------      ---------
      Total assets ..............................................     $ 122,251      $  62,766
                                                                      =========      =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued expenses ........................     $   9,046      $  12,689
   Accrued physician retention ..................................         6,310          4,330
   Accrued salaries and benefits ................................         2,550          1,514
   Due to joint ventures ........................................         1,051            639
   Current portion of long-term debt ............................           840            858
   Current portion of capital lease obligations .................         2,674          1,791
   Deferred income taxes ........................................           910          6,124
   Other current liabilities ....................................         1,218            651
                                                                      ---------      ---------
      Total current liabilities .................................        24,599         28,596
DEFERRED INCOME TAXES ...........................................         3,871          3,872
LONG-TERM DEBT, net of current portion ..........................        91,531         51,734
CAPITAL LEASE OBLIGATIONS, net of current portion ...............         3,759          1,482
OTHER LIABILITIES ...............................................           251            297
                                                                      ---------      ---------
      Total liabilities .........................................       124,011         85,981

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES .................           720            820

STOCKHOLDERS' DEFICIT:
   Common stock .................................................             2              2
   Additional paid-in capital ...................................        (3,369)       (18,460)
   Retained earnings (deficit) ..................................           887         (5,577)
                                                                      ---------      ---------
      Total stockholders' deficit ...............................        (2,480)       (24,035)
                                                                      ---------      ---------
      Total liabilities and stockholders' deficit ...............     $ 122,251      $  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 SIX MONTHS
                                                                 ENDED JUNE 30,             ENDED JUNE 30,
                                                              1998          1997         1998           1997
                                                            --------      --------      --------      --------
<S>                                                         <C>           <C>           <C>           <C>      
(UNAUDITED)
       REVENUES:
         Physician groups revenue, net ................     $ 51,131      $     --      $ 98,139      $     --
         Less: amounts retained by physician groups ...      (17,575)           --       (34,867)           --
                                                            --------      --------      --------      --------
              Service fee revenue .....................       33,556            --        63,272            --

       COSTS AND EXPENSES:
         Salaries and benefits ........................       10,342            --        19,709            --
         Practice supplies ............................        1,971            --         4,157            --
         Practice rent and lease expenses .............        3,167            --         5,527            --
         Other practice expenses ......................        6,061            --        11,404            --
         Corporate general and administrative .........        2,429           771         4,440         1,615
         Depreciation and amortization ................        2,907             8         5,379            12
                                                            --------      --------      --------      --------
              Total costs and expenses ................       26,877           779        50,616         1,627
                                                            --------      --------      --------      --------

       OPERATING INCOME (LOSS) ........................        6,679          (779)       12,656        (1,627)

       OTHER EXPENSES:
         Interest expense, net ........................        1,688            40         3,088            72
                                                            --------      --------      --------      --------
              Total other expenses ....................        1,688            40         3,088            72
                                                            --------      --------      --------      --------

       INCOME (LOSS) BEFORE TAXES, MINORITY
       INTERESTS IN CONSOLIDATED SUBSIDIARIES
       AND EQUITY IN EARNINGS OF INVESTMENTS ..........        4,991          (819)        9,568        (1,699)

       EQUITY IN EARNINGS OF INVESTMENTS ..............          596            --         1,247            --

       MINORITY INTERESTS IN INCOME OF
       CONSOLIDATED SUBSIDIARIES ......................         (117)           --          (223)           --
                                                            --------      --------      --------      --------

       INCOME (LOSS) BEFORE TAXES .....................        5,470          (819)       10,592        (1,699)

       INCOME TAX EXPENSE .............................       (2,079)           --        (4,128)           --
                                                            --------      --------      --------      --------

       NET INCOME (LOSS) ..............................     $  3,391      $   (819)     $  6,464      $ (1,699)
                                                            ========      ========      ========      ========

       NET INCOME (LOSS) PER COMMON SHARE
         Basic ........................................     $   0.18      $  (0.41)     $   0.35      $  (0.85)
         Diluted ......................................     $   0.17      $  (0.41)     $   0.34      $  (0.85)

       WEIGHTED AVERAGE SHARES OUTSTANDING
         Basic ........................................       18,744         2,000        18,401         2,000
Diluted ...............................................       19,449         2,000        19,148         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 SIX MONTHS
                                                                              ENDED JUNE 30,              ENDED JUNE 30,
                                                                           1998          1997          1998          1997
                                                                         --------      --------      --------      --------
                                                                                             (UNAUDITED)
<S>                                                                      <C>           <C>           <C>           <C>      
    CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income (loss) ...........................................     $  3,391      $   (819)     $  6,464      $ (1,699)
       Adjustments to reconcile net income (loss) to net cash
          provided by (used in) operating activities --
          Minority interests .......................................          117            --           223            --
          Depreciation and amortization ............................        2,907             8         5,379            12
          Equity in earnings of investments ........................         (596)           --        (1,247)           --
          Changes in assets and liabilities- net of acquisitions
              Accounts receivable, net .............................        1,274            --          (995)           --
              Other current assets .................................         (187)          461         1,950          (123)
              Other noncurrent assets ..............................          211        (2,054)          513        (2,057)
              Accounts payable and accrued expenses ................       (4,920)          888       (11,523)        1,608
              Accrued salaries and benefits ........................          136            --           433            --
              Due to joint ventures ................................         (247)           --           237            --
              Other liabilities ....................................        3,181            --         4,192            --
                                                                         --------      --------      --------      --------
                 Net cash provided by (used in)
                 operating activities ..............................        5,267        (1,516)        5,626        (2,259)
                                                                         --------      --------      --------      --------

    CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment .........................       (2,914)          (31)       (4,711)         (122)
       Cash paid for acquisitions ..................................      (12,927)           --       (38,981)           --
       Contributions to joint ventures .............................         (497)           --          (627)           --
       Distributions from joint ventures ...........................          974            --         1,062            --
                                                                         --------      --------      --------      --------
                 Net cash used in investing activities .............      (15,364)          (31)      (43,257)         (122)
                                                                         --------      --------      --------      --------

    CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from issuance of long-term debt ....................       15,285            --        46,085            --
       Payments on long-term debt ..................................       (8,720)           --        (8,926)           --
       Payments on capital leases ..................................         (291)           --          (990)           --
       Proceeds from the exercise of options .......................           15            --            15            --
                                                                         --------      --------      --------      --------
                 Net cash provided by financing activities .........        6,289            --        36,184            --
                                                                         --------      --------      --------      --------

    NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS ...........................................       (3,808)       (1,547)       (1,447)       (2,381)

    CASH AND CASH EQUIVALENTS, beginning of period .................        6,933         1,657         4,572         2,491
                                                                         --------      --------      --------      --------

    CASH AND CASH EQUIVALENTS, end of period .......................     $  3,125      $    110      $  3,125      $    110
                                                                         ========      ========      ========      ========
</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 second quarter and year-to-date 1998 consists
of the following (in thousands):


<TABLE>
<CAPTION>

                                Three Months              Six Months
                             Ended June 30,1998      Ended June 30, 1998
                             ------------------      -------------------

<S>                            <C>                       <C>     
Professional component         $  9,372                  $ 17,094
Technical component              24,184                    46,178
                               --------                    ------
                               $ 33,556                  $ 63,272
                               ========                  ========
</TABLE>


2.   ACQUISITIONS AND PRACTICE AFFILIATIONS

      In April 1998, the Company announced its affiliation with Radiology
Imaging Associates, a ten-physician radiology practice based in Fort Pierce,
Florida. The Company also announced the acquisition of Radiology Imaging
Associates' imaging center and the acquisition of an independent imaging center
in the Hudson Valley Area of Southern New York. In June 1998, the Company
completed the acquisition of an independent imaging center in the Bay Area of
California. The total consideration for these transactions was approximately
$15,150,000 consisting of the issuance of 433,662 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.

4.    SUBSEQUENT EVENTS

      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.




                                       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 physician practice management services to radiology
practices. The Company's focus is on the development, consolidation and
management of integrated radiology and imaging center networks. As of July 29,
1998, APPM provided management services to nine Affiliated Practices consisting
of 243 physicians practicing at 47 hospitals and 72 owned, operated or managed
diagnostic imaging centers ("ICs") in California, Florida, Kansas, Maryland, New
York and Texas. 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 June 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 second-quarter and year-to-date 1997 results are not meaningful.

Service Fee Revenue

      The Company generated service fee revenue of $33,556 for the three months
ended June 30, 1998. There was no service fee revenue generated during the same
period ended June 30, 1997.

Salaries and Benefits

      Salaries and benefits for the three months ended June 30, 1998, were
$10,342. 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 30.8% for the three months ended June 30, 1998.

Practice Supplies

      Practice supplies for the three months ended June 30, 1998, were $1,971.
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 5.9% for the
three months ended June 30, 1998.

Practice Rent and Lease Expenses

      Practice rent and lease expenses for the three months ended June 30, 1998,
were $3,167. 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. The percentage of practice rent and lease expenses to total service
fee revenue was 9.4% for the three months ended June 30, 1998.




                                       6


<PAGE>   9

Other Practice Expenses

      Other practice expenses for the three months ended June 30, 1998, were
$6,061. 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 18.1% for the three
months ended June 30, 1998.

Corporate General and Administrative

      Corporate general and administrative expenses for the three months ended
June 30, 1998, were $2,429 compared to $771 for the three months ended June 30,
1997 representing an increase of $1,658 or 215.1%. The percentage of corporate
general and administrative expenses to total service fee revenue was 7.2% for
the three months ended June 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 June 30,
1998, were $2,907 compared to $8 for the three months ended June 30, 1997,
representing an increase of $2,899. The percentage of depreciation and
amortization expenses to total service fee revenue was 8.7% for the three months
ended June 30, 1998. Depreciation and amortization expenses increased from the
1997 amount due to the Reorganizations and the subsequent acquisitions completed
in the first and second quarters of 1998.

Interest Expense

      Interest expense for the three months ended June 30, 1998, was $1,688
compared to $40 for the three months ended June 30, 1997, representing an
increase of $1,648. The percentage of interest expense to total service fee
revenue was 5.0% for the three months ended June 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.

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 $3,391 for the three months ended June 30, 1998, or diluted income per share
of $0.17 on 19,449,000 shares outstanding, compared to a net loss of $819 for
the three months ended June 30, 1997, or diluted loss per share of $(0.41) on
2,000,000 shares outstanding.

Three Months Ended June 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 second-quarter 1997
results are not meaningful.




                                       7

<PAGE>   10

Six Months Ended June 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, 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
second-quarter and year-to-date 1997 results are not meaningful.

Service Fee Revenue

      The Company generated service fee revenue of $63,272 for the six months
ended June 30, 1998. There was no service fee revenue generated during the same
period ended June 30, 1997.

Salaries and Benefits

      Salaries and benefits for the six months ended June 30, 1998, were
$19,709. 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 31.1% for the six months ended June 30, 1998.

Practice Supplies

      Practice supplies for the six months ended June 30, 1998, were $4,157.
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 6.6% for the
six months ended June 30, 1998.

Practice Rent and Lease Expenses

      Practice rent and lease expenses for the six months ended June 30, 1998,
were $5,527. 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 8.7% for the six months ended
June 30, 1998.

Other Practice Expenses

      Other practice expenses for the six months ended June 30, 1998, were
$11,404. 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 18.0% for the six
months ended June 30, 1998.

Corporate General and Administrative

      Corporate general and administrative expenses for the six months ended
June 30, 1998, were $4,440 compared to $1,615 for the six months ended June 30,
1997 representing an increase of $2,825 or 174.9%. The percentage of corporate
general and administrative expenses to total service fee revenue was 7.0% for
the six months ended June 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 six months ended June 30,
1998, were $5,379 compared to $12 for the six months ended June 30, 1997,
representing an increase of $5,367. The percentage of depreciation and
amortization expenses to total service fee revenue was 8.5% for the six months
ended June 30, 1998. Depreciation and amortization expenses increased from the
1997 amount due to the Reorganizations and the subsequent acquisitions completed
in the first and second quarters of 1998.




                                       8
<PAGE>   11

Interest Expense

      Interest expense for the six months ended June 30, 1998, was $3,088
compared to $72 for the six months ended June 30, 1997, representing an increase
of $3,016. The percentage of interest expense to total service fee revenue was
4.9% for the six months ended June 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.

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
$6,464 for the six months ended June 30, 1998, or diluted income per share of
$0.34 on 19,148,000 shares outstanding, compared to a net loss of $1,699 for the
six months ended June 30, 1997, or diluted loss per share of $(0.85) on
2,000,000 shares outstanding.

Six Months Ended June 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 six months ended June 30, 1998, was
$5,626. Net cash from operations includes a use of cash in the amount of $5,400
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 six months ended June 30,
1998, was $43,257. During the six months ended June 30,1998, the Company
expended $38,981 in consideration for acquisitions. These expenditures were
funded primarily from borrowings under the Company's Credit Facility.

      Net cash flows from financing activities for the six months ended June 30,
1998, were $36,184. Net borrowings during the six months ended June 30, 1998,
under the Credit Facility, were $39,400 and were used to finance the Company's
ongoing development activities, the acquisition of 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 June 30, 1998, the Company was eligible to borrow up to $160.0
million under the Credit Facility, and the Company had outstanding borrowings of
$89.0 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 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




                                       9

<PAGE>   12

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.

      On June 8, 1998, the Company announced that it completed the expansion of
its Credit Facility to $160 million from the current $115 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 Compliance

      The Company is dependent upon its computer systems to bill patients for
services rendered by the Affiliated Practices and to accumulate and report the
related revenues and expenses of Affiliated Practices. The Company's various
patient accounting systems are not currently capable of processing year 2000
transactions; however, the vendors are currently addressing the modifications
that are required to make the systems operational for the year 2000. The Company
does not believe the costs to make their patient accounting systems and other
ancillary computer systems operational for the year 2000 will be material and
such costs will be funded through operations or working capital advances under
the Credit Facility.

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.




                                       10
<PAGE>   13


                           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 against the Company relating to professional services provided by a
Founding Affiliated Practice or relating to agreements between a Founding
Affiliated Practice and third parties. 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 Affiliated Practice has
retained responsibility for, and agreed to indemnify the Company in full
against, the liabilities associated with these lawsuits. In the event the
Company is subsequently added as a party in any of 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

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

      The annual meeting of shareholders of the Company was held on Wednesday,
May 20, 1998. At this meeting, the following matters were voted upon by the
Company's shareholders:

      (A)  ELECTION OF DIRECTORS

     Less T. Chafen, M.D., John W. Colloton, Lawrence R. Muroff, M.D., John
Pappajohn, Derace L. Schaffer, M.D., Michael L. Sherman, M.D. and Gregory L.
Solomon were elected to serve as directors of the Company until the annual
meeting of stockholders held in 1999. The vote was as follows:

<TABLE>
<CAPTION>

                                                                Votes Cast                         Votes Cast
      Name                                                       In Favor                      Against or Withheld
      ----                                                       ---------                     -------------------
<S>                                                             <C>                            <C>    
      Less T. Chafen, M.D.                                      11,246,833                           133,160
      John W. Colloton                                          11,200,891                           179,102
      Lawrence R. Muroff, M.D.                                  11,241,433                           138,560
      John Pappajohn                                            11,246,833                           133,160
      Derace L. Schaffer, M.D.                                  11,246,833                           133,160
      Michael L. Sherman, M.D.                                  11,245,833                           134,160
      Gregory L. Solomon                                        11,189,602                           190,391
      (B)  SELECTION OF AUDITORS
</TABLE>


      The shareholders of the Company ratified the appointment of Arthur
Andersen LLP as the Company's independent auditors for the fiscal year ended
December 31, 1998, by the following vote:

<TABLE>

                Votes Cast In Favor                 Votes Cast Against                     Abstentions
                -------------------                 ------------------                     -----------
                <S>                                 <C>                                    <C>   
                    11,219,186                            112,815                            47,992
</TABLE>





                                       11


<PAGE>   14

ITEM 5.  OTHER INFORMATION

         On May 20, 1998, the Company announced that Mark L. Wagar was named
President and Chief Executive Officer to succeed Gregory Solomon. On July 2 ,
1998 the Company appointed Mark L. Wagar as a Director and Chairman of the Board
of the Company to succeed Lawrence R. Muroff, M.D., who has served as Chairman
and a Director of the Company since its inception.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

      Form 8-K, dated April 13, 1998, American Physician Partners, Inc. (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 (the "Act").


                                   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: August 14, 1998                  /s/ MARK L. WAGAR
                                       -----------------
                                       Mark L. Wagar
                                       Chairman of the Board of Directors,
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)

Date: August 14, 1998                  /s/ SAMI S. ABBASI
                                       ------------------
                                       Sami S. Abbasi
                                       Senior Vice President and 
                                       Chief Financial Officer
                                       (Principal Financial Officer)


Date: August 14, 1998                  /s/ DAVID W. YOUNG
                                       ------------------
                                       David W. Young
                                       Controller and Treasurer
                                       (Principal Accounting Officer)




                                       12

<PAGE>   15



                                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 **




                                       13

<PAGE>   16



 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 ****


                                       14

<PAGE>   17


 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*

 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.**

 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.**


                                       15
<PAGE>   18


 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*

 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


                                       16