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

                         FORM 10-KSB/A (FIRST AMENDMENT)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT  OF  1934
                    For the fiscal year ended March 31, 2004
                                              --------------

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

                         Commission file number 0-23514
                                                -------

                         ROCKPORT HEALTHCARE GROUP, INC.
                         -------------------------------
        (Exact name of small business issuer as specified in its charter)

        Delaware                                            33-0601497
--------------------------------------------------------------------------------
(State or other jurisdiction of               (IRS Employer Identification  No.)
 incorporation or organization)

     50 Briar Hollow Lane, Suite 515W, Houston, Texas                   77027
     ---------------------------------------------------------------------------
     (Address of principal executive offices)                         (Zip Code)

   Registrant's telephone number, including area code:          (713) 621-9424
                                                                --------------

      Securities registered pursuant to Section 12(b) of the Act:     None
                                                                      ----

    Securities registered pursuant to Section 12(g) of the Act:  Common Stock

     Check  whether the Issuer (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 [ ]

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation S-B is not contained in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB. [X]

     Issuer's  revenues  for  the  fiscal  year  ended  March  31,  2004,  were
$3,090,578.

     The  aggregate market value of the voting and non-voting common equity held
by  non-affiliates of the Issuer as of July 23, 2004, based upon the average bid
and  asked  price  as  of  such  date,  was  $713,000.

     The  Registrant's  common  stock  outstanding  as  of  July  23,  2004, was
14,963,504  shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

     Transitional Small Business Disclosure Format (Check One): Yes[ ] No[X]


<PAGE>
<TABLE>
<CAPTION>
                         ROCKPORT HEALTHCARE GROUP, INC.

                                      INDEX


                                                                         PAGE NO.
                                                                         --------
<S>       <C>       <C>                                                  <C>

PART III  Item 9.   Directors and Executive Officers                            3
          Item 10.  Executive Compensation                                      6
          Item 11.  Security Ownership of Certain Beneficial Owners and
                      Management and Related Stockholder Matters                8
          Item 12.  Certain Relationships and Related Transactions             10
          Item 13.  Exhibits and Reports on Form 8-K                           11
          Item 14.  Principal Accountant Fees and Services                     12
</TABLE>


                                        2
<PAGE>
     Rockport  Healthcare  Group,  Inc.,  a  Delaware corporation, hereby amends
Items 9, 10, 11, 12, 13, and 14 of its Annual Report on Form 10-KSB for the year
ended  March  31,  2004, as filed with the Securities and Exchange Commission on
June  29,  2004,  to  add  the  additional  information  contained  herein.

                                    PART III

ITEM  9.  DIRECTORS  AND  EXECUTIVER  OFFICERS  OF  REGISTRANT

     The Company's directors and executive officers are as follows:

<TABLE>
<CAPTION>
NAME                AGE                  OFFICE HELD
---------------  ---------  -------------------------------------
<S>              <C>        <C>
Harry M. Neer       64      Director, Chief Executive Officer and
                            President

Larry K. Hinson     58      Director, Chief Financial Officer,
                            Secretary and Treasurer

John K. Baldwin     70      Chairman of the Board

Eric H. Kolstad     43      Director

Carl A. Chase       54Sr.   Vice President - Budgets & Controls

Gregory H. Neer     36Sr.   Vice President - Operations

Mark C. Neer        40Sr.   Vice President - Business Development
</TABLE>

     Harry  M. Neer.  Mr. Neer has been President, Chief Executive Officer and a
director  of  Rockport  since  1997.  Mr.  Neer has a Masters degree in Hospital
Administration  and  his  entire  career has been in the healthcare delivery and
managed  healthcare  industry.  Mr.  Neer's  experience  includes  serving  as
President  of  USA  Health  Network,  as Division Vice President of the Hospital
Corporation  of  America and as President of the Presbyterian Hospital System in
Oklahoma  City,  Oklahoma.  Prior  to  1993,  Mr.  Neer was a consultant for USA
Healthcare  Network,  Inc.  and Columbia Hospital Systems.  From January 1993 to
October  1994,  Mr.  Neer was President of USA Health Holding, a holding company
for  a  group  of  managed healthcare companies.  From November 1994 to November
1997,  Mr.  Neer  provided  consulting services to the healthcare industry.  Mr.
Neer  is  the  father  of  Gregory  H.  Neer  and  Mark  C.  Neer.

     Larry  K.  Hinson.  Mr. Hinson has been Chief Financial Officer, Secretary,
Treasurer  and  a director of Rockport since 1997.  Mr. Hinson has a Bachelor of
Business Administration degree with a major in accounting from the University of
Texas.  Mr.  Hinson  has over 30 years' experience as a CPA in a wide variety of
industries, primarily in the insurance and healthcare industries.  He has served
as  Chief  Financial Officer of USA Healthcare Network, Inc., Vice President and
Treasurer  of  Reserve Life Insurance Company of Dallas, Texas, and was formerly
with  KPMG,  LLP  in Dallas and Austin, Texas.  From March 1989 to October 1994,
Mr.  Hinson  was Vice Chairman and Chief Financial Officer of USA Health Holding
Company  and its subsidiaries and also served as President of USA Health Network
Company.  From  November  1994  to November 1997, Mr. Hinson provided consulting
services  to  the  healthcare  industry.

     John  K. Baldwin. Mr. Baldwin has been Chairman of the Board and a director
of  Rockport  since 1997. Mr. Baldwin is an attorney and possesses an MBA degree
in finance. During the period 1961 through 1970, Mr. Baldwin served as corporate
counsel  and  held  various  executive positions with Litton Industries and Dart
Industries.  Thereafter, as an entrepreneur, he founded businesses that operated
profitably  in  the  areas of real estate development, direct sales to consumers
and  providing  marketing  and  financial  services to healthcare providers. His
wholly  owned  Athena  Company,  a  direct  marketing  business, was sold to the
Gillette  Company  in  1976.  In  1977,


                                        3
<PAGE>
Mr.  Baldwin  co-founded  and  served  as  Vice  Chairman  of  American Sterling
Corporation  that engaged in providing insurance and data processing services to
major financial institutions. This business was sold to Zurich Insurance Company
in  1997.

     Eric  H.  Kolstad.  Mr. Kolstad has been a director of Rockport since March
2000.  Mr. Kolstad is currently an investment advisor with Capstone Investments,
Newport  Beach, California.  In 1985, Mr. Kolstad joined Merrill Lynch's Private
Client Group in Newport Beach and then in 1997 joined Capstone Investments.  Mr.
Kolstad,  in  addition  to  his  Capstone responsibilities, is currently General
Partner  of  Cristal  Investments,  LLC, the general partner of a hedge fund for
accredited  investors.

     Carl  A.  Chase.  Mr.  Chase  has  been  Senior  Vice President - Budgets &
Controls  for  Rockport  since  April  2001.  Mr.  Chase  received a Bachelor of
Accountancy  degree  from  the University of Oklahoma in 1975.  Prior to joining
Rockport, Mr. Chase was an independent consultant to Rockport from June 2000 and
from  August  1999  to  May 2000, was Chief Financial Officer of ClearWorks.net,
Inc.  Mr.  Chase  also  served  as  Chief  Financial  Officer  of  Bannon Energy
Incorporated,  an  independent oil and gas company, from December 1992 to August
1999.  Mr.  Chase  has  over  25  years'  experience  in  the  areas of finance,
accounting  and  administration  with both private and public companies.  He has
held  various  positions  with  both major and independent oil and gas companies
where  his  responsibilities  included  SEC  reporting and compliance, obtaining
financing  for  capital  programs,  mergers  and  acquisitions,  budgeting  and
forecasting  and  policies,  procedures  and  internal  controls.

     Gregory  H.  Neer.  Mr.  Neer joined the Company in May 1997 as Director of
MIS  which  ended  March  2001  and  was  promoted  to  Senior  Vice President -
Operations  effective as of April 2001.  Mr. Neer's responsibilities include the
development  and  maintenance  of  the  Company's proprietary repricing software
system.  Mr.  Neer  has  in  excess  of  seven  years' experience in information
systems,  sales  and  project management.  Through the past five years, Mr. Neer
has  improved  and  maximized  companies'  resources  through  development  of
user-friendly  interfaces  including:  Information  System Consultant for Vauter
Door  Co.  from  August  1993 to January 1994, where he created and developed an
interactive  door manufacturing Windows' based application while working closely
with  management  and  staffed employees to tailor the program to specific needs
and Sales Engineer/Project Manager for Stewart & Stevenson Services from October
1994  to May 1997, where he created and integrated Microsoft Access applications
to  track,  manage  and  analyze  trends  and the status of requests for quotes,
business  contracted  and  loss.

     Mark  C.  Neer.  Mr.  Neer  joined  the  Company  in  January  2000 as Vice
President  -  Business  Development  which  ended March 2001 and was promoted to
Senior  Vice  President  - Business Development effective as of April 2001.  Mr.
Neer  has  a  Bachelors  degree  in  English  Literature  with a double minor in
Business  Administration  and  Psychology.  Mr.  Neer  has  over thirteen years'
experience  in  physician  practice  management  and  healthcare consulting.  He
served  as  Director  of  Regional  Operations  for  CareSelect Group, Inc. from
October 1996 to February 2000, a national physician practice management company.
Prior  to  CareSelect,  Mr.  Neer  served  as  a principal and senior healthcare
consultant  for  Tactical  Integration,  Inc.  from  June  1994 to October 1996,
representing Baylor College of Medicine, OrNda Health Care Systems, Cigna Health
Care,  and  Blue Cross/Blue Shield of Texas.  From 1988 to 1994, Mr. Neer served
as  the  Administrator  for  a  group  of  occupational  medical  clinics  with
responsibility  for  operating  the  facilities  and  developing  the  marketing
programs.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors,  executive  officers  and  persons who own beneficially more than ten
percent  of  the  common  stock of the Company, to file reports of ownership and
changes  of ownership with the SEC.  Based solely on the reports received by the
Company  and  on  written  representations  from  certain reporting persons, the
Company  believes  that  the  directors, executive officers and greater than ten
percent  beneficial owners have complied with all applicable filing requirements
during  the  last  fiscal  year.


                                        4
<PAGE>
Audit  Committee

     The  Company's  audit  committee  oversees  its  corporate  accounting  and
financial  reporting  process.  Among  other  duties,  it:

     -    evaluates  its  independent auditors' qualifications, independence and
          performance;
     -    determines  the  engagement  of  the  independent  auditors;
     -    approves  the  retention  of  its  independent auditors to perform any
          proposed  permissible  non-audit  services;
     -    reviews  its  financial  statements;
     -    reviews  its  critical  accounting  policies  and  estimates;
     -    oversees  its  internal  audit  function;  and
     -    discusses  with management and the independent auditors the results of
          the annual audit and the review of its quarterly financial statements.

     The  current  members of the Company's audit committee are Messrs. Kolstad,
who  is  the committee chair, and Mr. Baldwin.  The Company's Board of Directors
has  determined  that  neither Messrs. Kolstad or Baldwin qualifies as an "audit
committee  financial  expert" as defined by the SEC in Item 401(e) of Regulation
S-B.  However,  the  Company  believes that each of the members of the Company's
Board  of  Directors  and  the  members  of  the  Company's  audit committee are
collectively  capable  of  analyzing and evaluating its financial statements and
understanding  internal  controls  and  procedures  for financial reporting.  In
addition,  the Company believes that retaining an independent director who would
qualify  as  an  "  audit committee financial expert" would be overly costly and
burdensome  and  is  not currently warranted in its financial circumstances.  As
the Company grows, the Board of Directors intends to reconsider the retention of
a  new  director  that  would  qualify  as an "audit committee financial expert.

Code  of  Ethics

     The  Company  has  adopted  a  Code  of  Ethics  that applies to all of its
directors,  officers  (including  its  chief  executive officer, chief financial
officer,  chief  accounting officer and any person performing similar functions)
and  employees.

Stockholder  Nominations  Procedures

     Stockholders, meeting the following requirements, who want to recommend a
director candidate may do so in accordance with the Company's Bylaws and the
following procedures established by the Board of Directors. The Company will
consider all director candidates recommended to the Board of Directors by
shareholders owning at least 5% of the Company's outstanding shares at all times
during the year preceding the date on which the recommendation is made that meet
the qualifications established by the Board. To make a nomination for director
at an annual meeting, a written nomination solicitation notice must be received
by the Board of Directors at the Company's principal executive office not less
than 120 days before the date the Company's proxy statement was mailed to
stockholders in connection with the Company's previous annual meeting. The
written nomination solicitation notice must contain the following material
elements, as well as any other information reasonably requested by the Board of
Directors:

     -    the name and address, as they appear on the Company's books, of the
          stockholder giving the notice and of the beneficial owner, if any, on
          whose behalf the nomination is made;

     -    a representation that the stockholder giving the notice is a holder of
          record of the Company's stock entitled to vote at the annual meeting
          and intends to appear in person or by proxy at the annual meeting to
          nominate the person or persons specified in the notice;

     -    a complete biography of the nominee, as well as consents to permit the
          Company to complete any due diligence investigations to confirm the
          nominee's background, as the Company believes to be appropriate;


                                        5
<PAGE>
     -    a description of all litigation to which the nominee or any of his or
          her affiliates have been a party within the past ten years;

     -    the disclosure of all special interests and all political and
          organizational affiliations of the nominees;

     -    a signed, written statement from the director nominee as to why the
          director nominee wants to serve on the Company's Board, and why the
          director nominee believes that he or she is qualified to serve;

     -    a description of all arrangements or understandings between or among
          any of the stockholders giving the notice, the beneficial owner, if
          any, on whose behalf the notice is given, each nominee and any other
          person or persons (naming such person or persons) pursuant to which
          the nomination or nominations are to be made by the stockholder giving
          the notice;

     -    such other information regarding each nominee proposed by the
          stockholder giving the notice as would be required to be included in a
          proxy statement filed pursuant to the proxy rules of the Securities
          and Exchange Commission; and

     -    the signed consent of each nominee to serve as a director of the
          Company if so elected.

     In considering director candidates, the Board of Directors will consider
such factors as it deems appropriate to assist in developing a board and
committees that are diverse in nature and comprised of experienced and seasoned
advisors. Each director nominee is evaluated in the context of the full Board's
qualifications as a whole, with the objective of establishing a Board that can
best perpetuate the success of the Company's business and represent shareholder
interests through the exercise of sound judgment. Each director nominee will be
evaluated considering the relevance to the Company of the director nominee's
respective skills and experience, which must be complimentary to the skills and
experience of the other members of the Board.


ITEM  10.  EXECUTIVE  COMPENSATION

     The  following  table  sets forth in summary form the compensation received
during each of the last three successive completed fiscal years by the Company's
named  executive  officers:

<TABLE>
<CAPTION>
                                              SUMMARY COMPENSATION TABLE

                                           ANNUAL COMPENSATION                          LONG TERM COMPENSATION
                                                                                                AWARDS
                                                                                                            Securities
Name and                         Fiscal                                                 Restricted Stock    Underlying
Principal Position               Year       Salary ($)             Bonus ($)            Awards ($)         Options (#)
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>     <C>                    <C>                      <C>                 <C>
Harry M. Neer                    2004  $             200,000        --                           --                 --
President and Chief Executive    2003  $             181,250        --                           --                 --
Officer                          2002  $             150,000        --                           --                 --
----------------------------------------------------------------------------------------------------------------------
Larry K. Hinson                  2004  $             180,000        --                           --                 --
Chief Financial Officer,         2003  $             171,250        --                           --            125,000
Secretary and Treasurer          2002  $             150,000        --                           --            100,000
----------------------------------------------------------------------------------------------------------------------
Carl A. Chase                    2004  $             129,375        --                           --                 --
Senior Vice President -          2003  $             120,000        --                           --            120,000
Budgets & Controls               2002  $             120,000        --                 $       25,000 (1)           --
----------------------------------------------------------------------------------------------------------------------
Gregory H. Neer                  2004  $             145,000        --                           --                 --
Senior Vice President -          2003  $             132,917        --                           --            245,000
Operations                       2002  $             108,333        --                           --            100,000
----------------------------------------------------------------------------------------------------------------------
Mark C. Neer                     2004  $             150,000        --                           --                 --
Senior Vice President -          2003  $             153,750        --                           --            245,000
Business Development             2002  $             130,000        --                           --            100,000
----------------------------------------------------------------------------------------------------------------------
______________


                                        6
<PAGE>
<FN>
(1)  On April 1, 2001, Mr. Chase was issued 100,000 shares of restricted common stock valued at $25,000 in
     accordance with his employment agreement.
</TABLE>

Option  Issuances

     There  were no individual grants of stock options made during the Company's
last  fiscal  year  to  its  named  executive  officers.

<TABLE>
<CAPTION>
                                    AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                           AND FISCAL YEAR-END OPTION VALUES

                   Shares                             Number of Securities                   Value of Unexercised
                 Acquired on     Value               Underlying Unexercised                      In-the-Money
Name             Exercise (#)  Realized ($)           Options at FY-End (#)                  Options at FY-End ($)
---------------  ------------  ------------           ---------------------                  ---------------------
                                                  Exercisable            Unexercisable       Exercisable  Unexercisable
                                             -----------------------  ---------------------  -----------  -------------
<S>              <C>           <C>           <C>                      <C>                    <C>          <C>
Harry M. Neer              --            --     150,000                       --                      --             --
Larry K. Hinson            --            --     308,334                   41,666                      --             --
Carl A. Chase              --            --     130,000                   40,000                      --             --
Gregory H. Neer            --            --     316,833                   81,667                      --             --
Mark C. Neer               --            --     283,333                   81,667                      --             --
</TABLE>

     The  fair  market  value of the Company's common stock as of the end of the
fiscal  year  ended  March  31,  2004,  was $0.17 per share.  Since the exercise
prices  of  the options listed above range between $0.23 and $.50 per share, the
options were not in-the-money as of the end of the Company's fiscal year, and no
value  is  set forth in the above table under Securities and Exchange Commission
rules.


Employment  Contracts  and  Termination  of  Employment  and  Change-in-Control
Agreements

     The  Company  has entered into identical employment agreements with Messrs.
Harry  M.  Neer  and  Larry  K. Hinson.  The employment agreements have one-year
terms  initially expiring December 31, 2001, which are automatically renewed for
successive  one-year  periods, unless terminated by either party on three months
notice,  whereby  each  individual  receives  a  fixed annual salary.  Effective
October  1,  2002,  the Company's Board of Directors approved an increase of Mr.
Neer's annual salary to $200,000 per year and an increase of Mr. Hinson's annual
salary  to  $180,000  per  year.  If  the  Company  terminates  the  employment
agreements without cause before the expiration of the agreements, the terminated
executive  will  receive a lump-sum payment equal to one-half of his base annual
salary.  Mr.  Chase has a one-year employment agreement initially expiring March
31, 2002, which is automatically renewed for successive one-year periods, unless
terminated  by  either party on three months notice, whereby he receives a fixed
annual  salary and a sign-on bonus of 100,000 shares of restricted common stock.
Effective  January  16, 2004, Mr. Chase voluntarily reduced his annual salary to
$91,000  per  year.  If  the Company terminates the employment agreement without
cause  before the expiration of the agreement, Mr. Chase will receive a lump-sum
payment  equal  to  one-half of his base annual salary.  There are no employment
agreements  with  Gregory  H. Neer or Mark C. Neer and their annual salaries are
$145,000  and  $150,000,  respectively.

Compensation  of  Directors

     Directors  who  are  employees or consultants of the Company do not receive
any  compensation  for  serving  as directors.  All directors are reimbursed for
ordinary  and  necessary expenses incurred in attending any meeting of the Board
of  Directors or any committee thereof or otherwise incurred in their capacities
as  directors.


                                        7
<PAGE>
     Mr. Baldwin has an engagement agreement with the Company effective April 1,
2001, whereby he earns a fee for performance of legal services of $250 per hour,
with a minimum guaranteed payment of $5,000 per month.  Effective April 1, 2002,
the  agreement  was  amended and the minimum guaranteed payment was increased to
$6,500  per  month.  This agreement has a one-year term and automatically renews
for  one-year  periods  thereafter  unless either party terminates the agreement
within  sixty  days  prior  to  the  end  of  any annual period.  This agreement
automatically renewed effective April 1, 2004.  During the years ended March 31,
2004  and  2003, Mr. Baldwin earned $78,000 and $78,000, respectively, from this
agreement.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

     As  of  July 23, 2004, 14,963,504  shares of common stock were outstanding.
The  following  table  sets  forth, as of such date, information with respect to
shares  beneficially owned by: (a) each person who is known to be the beneficial
owner of more than 5% of the outstanding shares of common stock, (b) each of the
Company's  directors  and  executive  officers and (c) all current directors and
executive  officers  as  a  group.

     Beneficial  ownership  has  been  determined  in accordance with Rule 13d-3
under  the  Exchange  Act.  Under  this  rule,  shares  may  be  deemed  to  be
beneficially  owned  by more than one person (if, for example, persons share the
power  to  vote or the power to dispose of the shares).  In addition, shares are
deemed  to  be  beneficially  owned  by  a person if the person has the right to
acquire shares (for example, upon exercise of an option or warrant or conversion
of  convertible  debt) within sixty days of the date as of which the information
is provided.  In computing the percentage ownership of any person, the amount of
shares  is  deemed  to  include  the amount of shares beneficially owned by such
person  by  reason  of  such acquisition rights.  As a result, the percentage of
outstanding  shares  of  any  person  as  shown  in the following table does not
necessarily reflect the person's actual voting power at any particular date.

     To  the  Company's  knowledge, except as indicated in the footnotes to this
table  and  pursuant to applicable community property laws, the persons named in
the  table  have  sole voting and investment power with respect to all shares of
common  stock  shown as beneficially owned by them.  Unless otherwise indicated,
the  business  address  of the individuals listed is 50 Briar Hollow Lane, Suite
515W,  Houston,  Texas  77027.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF                            NUMBER OF SHARES        PERCENTAGE OF
BENEFICIAL OWNER                            BENEFICIALLY OWNED (1)  OUTSTANDING SHARES
<S>                                         <C>                     <C>
John K. Baldwin (2)                                 5,852,844  (2)                35.7%
Harry M. Neer                                       1,246,755  (3)                 8.3%
Larry K. Hinson                                       633,289  (4)                 4.1%
Eric H. Kolstad (5)                                   120,983                        *
Carl A. Chase                                         461,572  (6)                 3.1%
Gregory H. Neer                                       341,833  (7)                 2.2%
Mark C. Neer                                          333,333  (8)                 2.2%
All Executive Officers and Directors as a
group (7 persons)                                   8,990,609  (9)                51.1%
Robert D. Johnson (10)                              1,322,274 (10)                 8.7%
George Bogle (11)                                   1,025,000 (11)                 6.4%
Robert C. Johnson (12)                              1,063,162 (12)                 6.7%
______________________
<FN>
*  Less  than  one  percent

(1)  As  of  July  23,  2004,  there  were  14,963,504  shares  of  common stock
     outstanding.  This does not include any stock options or warrants which are
     currently  exercisable  or  shares  of  common  stock to be issued upon the
     conversion  of  principal and accrued interest of the Company's convertible
     notes.
(2)  Mr.  Baldwin's business address is 901 Highland Avenue, Del Mar, California
     92014.  Includes  1,435,491  shares  of  common stock underlying a $360,000
     convertible  note  and  accrued  interest  of $96,760 as of March 31, 2004.


                                        8
<PAGE>
(3)  Includes  options to purchase 150,000 shares of common stock at an exercise
     price  of  $0.25  per  share,  expiring  December  7,  2004.
(4)  Includes  options  to  purchase  308,334 shares of common stock at exercise
     prices  ranging  from  $0.23 to $0.50 per share, expiring December 7, 2004,
     September  1,  2005  and  August 5, 2006. Also includes 108,318 shares held
     jointly  by  Mr.  Hinson  and  his  former  spouse, of which Mr. Hinson has
     complete  voting  control.
(5)  Mr. Kolstad's business address is 2600 Michelson Drive, 17th Floor, Irvine,
     California  92612.
(6)  Includes  options  to  purchase  130,000 shares of common stock at exercise
     prices ranging from $0.23 to $0.25 per share, expiring December 7, 2004 and
     August  5,  2006.  Also  includes  60,000  shares held by Mr. Chase's wife.
(7)  Includes  options  to  purchase  316,833 shares of common stock at exercise
     prices  ranging  from  $0.23 to $0.50 per share, expiring December 7, 2004,
     September  1,  2005  and  August  5,  2006.
(8)  Includes  options  to  purchase  283,333 shares of common stock at exercise
     prices  ranging  from  $0.23 to $0.50 per share, expiring December 7, 2004,
     September  1,  2005  and  August  5,  2006.
(9)  Includes  options  to purchase 843,498 shares of common stock and 1,435,491
     shares  of  common  stock  to  be  issued  upon  the conversion of $360,000
     convertible  notes  and  $96,760  accrued  interest  on  the  notes.
(10) Mr.  Johnson's  business address is 13606 Bermuda Dunes Ct., Houston, Texas
     77069.  Includes  183,195  shares  of  common  stock  underlying  a $50,000
     convertible  note and accrued interest of $15,950 as of March 31, 2004. The
     information  set  forth  is  based  solely  on  the  Company's  records.
(11) Mr.  Bogle's  business  address is 916 S. Capital of Texas Highway, Austin,
     Texas 78746. Includes warrants to purchase 1,000,000 shares of common stock
     at  an  exercise  price  of  $0.345  per share, expiring November 25, 2011.
(12) Mr.  Johnson's business address is 7085 W. Belmont Dr., Littleton, Colorado
     80123.  Includes  938,162  shares  of  common  stock  underlying  $250,000
     principal amount of convertible notes and accrued interest of $74,091 as of
     March  31, 2004. The information set forth is based solely on the Company's
     records.
</TABLE>

Equity  Compensation  Plans

     The following table gives information about the Company's common stock that
may  be  issued  upon the exercise of options under its 2000 Long-Term Incentive
Plan  and  2002 Stock Option Plan as of March 31, 2004, which have been approved
by the Company's stockholders, and under compensation arrangements that were not
approved  by  the  Company's  stockholders.

<TABLE>
<CAPTION>
                                                                                 Number of Securities
                             Number of Securities                              Remaining Available for
                              To be Issued Upon         Weighted Average        Future Issuance Under
                           Exercise of Outstanding     Exercise Price of         Equity Compensation
                            Options, Warrants and     Outstanding Options,   Plans (Excluding Securities
                                    Rights            Warrants and Rights       Reflected in Column A)
Plan Category                        (A)                      (B)                        (C)
-------------------------  ------------------------  ----------------------  ----------------------------
<S>                        <C>                       <C>                     <C>
Equity Compensation Plans
Approved by Security
Holders                                  1,610,700   $                 0.29                       289,300
Equity Compensation Plans
Not Approved by Security
Holders                               1,000,000 (1)  $                0.345                            --
                           ------------------------------------------------------------------------------
    Total                                2,610,700   $                 0.31                       289,300
                           ==============================================================================

<FN>
(1)  In  conjunction with a consulting services agreement with George Bogle, the
     Company  issued  warrants to purchase 1,000,000 shares of restricted common
     stock  at  any time until November 25, 2011, at a price of $.345 per share,
     the  fair  market  value  on the date of grant, which was determined by the
     mean  of the closing bid and asked prices, and are immediately exercisable.
</TABLE>


                                        9
<PAGE>
ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     As  of March 31, 2004, the Company had outstanding debt of: (a) $660,000 in
principal amount in the form of 10% convertible notes, (b) $227,493 in principal
amount  in  the  form  of a 8% note, and (c) $200,000 in principal amount in the
form  of  a  15%  convertible  note.

     10%  convertible  notes. As of March 31, 2004, of the $660,000 in principal
amount  in  the  form of 10% convertible notes, $360,000 in principal amount was
held  by Mr. Baldwin, a director of the Company and $300,000 in principal amount
was  held by two individuals, including a former director of the Company. Of the
$300,000  in principal amount held by the two individuals, $200,000 in principal
and  $69,219  in  interest was due in June 2004 (the "maturing notes"). Prior to
the  June  2004  due  date,  the  Company sold a new 10% convertible note to Mr.
Baldwin  in the amount of $270,000 due June 2006 convertible at the rate of $.20
per  share.  The  Company  used  the proceeds of the new 10% convertible note to
retire  the  maturing  notes held by the two individuals. As of the date of this
report,  the  Company  has  the following 10% convertible notes outstanding: (a)
$100,000  in  principal amount due November 2004 convertible at a price of $.325
per  share  to  a  third  party; (b) $300,000 in principal amount due April 2006
convertible  at  a  price  of  $.36  per  share  to  Mr. Baldwin; (c) $60,000 in
principal  amount due April 2006 convertible at a price of $.17 per share to Mr.
Baldwin;  and  (d)  $270,000  in principal amount due June 2006 convertible at a
price  of  $.20  per  share  to  Mr.  Baldwin.

     Interest on the 10% convertible notes is payable quarterly out of available
cash  flow from operations as determined by the Company's Board of Directors, or
if not paid but accrued, will be paid at the next fiscal quarter or at maturity.
The  conversion  prices of the notes were calculated based on the average of the
high  bid  and  low  asked  stock  quotations  on  the  date  of  funding.

     8%  notes.  In  November  2001 and in January 2002, the Company borrowed an
aggregate  of  $100,000 from Mr. Baldwin. In June 2002, the Company renegotiated
the  terms  of  the  notes  and added $93,000 of accrued consulting fees due and
$34,493  of  accrued  overwrite fees due to the principal amount of the note. In
December  2002,  the Company renegotiated the terms of the note and extended the
due date to April 1, 2005, and in June 2004 extended the due date again to April
1,  2006.  This  debt  is  accruing  interest at 8% payable monthly, however, in
accordance  with  a verbal agreement with Mr. Baldwin, the Company ceased paying
the  interest  on  this  note  on  October  1,  2003.

     15%  convertible  notes.  In  1998,  the  Company  borrowed $200,000 from a
shareholder  on  two  separate  notes which were convertible into Company common
stock  with interest payable monthly at 15% per annum.  The notes are personally
guaranteed  by  two  officers  of  the  Company.  In  March  2002,  the  Company
renegotiated  the  terms  of  the  notes  which were originally convertible into
Company  common stock at an average conversion price of $1.50 per share and were
due  April  1,  2003.  The notes have been modified on two occasions and are now
convertible  into  Company  common stock at a conversion price of $.36 per share
and the due date and the conversion date of the notes is April 1, 2006.

     On  November 29, 2001, the Company issued to Mr. George Bogle 25,000 shares
of  common  stock  in consideration of consulting services valued at $7,500.  On
November  26, 2001, in conjunction with a consulting services agreement with Mr.
Bogle,  the  Company  issued warrants to purchase 1,000,000 shares of restricted
common stock at any time until November 25, 2011, at a price of $.345 per share,
the  fair market value on the date of grant, which was determined by the mean of
the  closing  bid and asked price, and are immediately exercisable.  No warrants
have  been  exercised  as  of  March  31,  2004.

     See  "Item  10.  Executive  Compensation;  Compensation of Directors" for a
description of the Company's engagement agreement with Mr. Baldwin.


                                       10
<PAGE>
ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits. The following exhibits of the Company are included herein.

Exhibit  No.          Description
------------          -----------


2.1       Agreement  and  Plan  of  Reorganization (incorporated by reference to
          Exhibit  2.1 to Registrant's Current Report on Form 8-K, dated January
          5,  1998)
3.1       Certificate  of Incorporation of Registrant (incorporated by reference
          to  Exhibit  3.1 to Registrant's Registration Statement on Form 10-SB,
          dated  July  26,  1994,  SEC  File  No.  0-23514)
3.2       Certificate of Amendment to Certificate of Incorporation of Registrant
          dated  January  16,  1998 (incorporated by reference to Exhibit 3.2 to
          Registrant's  Annual  Report  on  Form  10-KSB/A,  dated June 3, 2002)
3.3       Certificate of Amendment to Certificate of Incorporation of Registrant
          dated  October  14,  2002 (incorporated by reference to Exhibit 4.3 to
          Registrant's  Form  S-8,  dated  October  24,  2002,  SEC  File  No.
          333-100732)
3.4       Amended  and  Restated Bylaws of Registrant (incorporated by reference
          to  Exhibit  4.4 to Registrant's Form S-8, dated October 24, 2002, SEC
          File  No.  333-100732)
4.1       Specimen  of  Registrant's  Common  Stock Certificate (incorporated by
          reference to Exhibit 4 to Registrant's Annual Report on Form 10-KSB/A,
          dated  June  29,  2000)
4.2       Three-year  10% Convertible Subordinated Unsecured Notes (incorporated
          by  reference  to  Exhibit  4.2  to Registrant's Annual Report on Form
          10-KSB,  dated  June  28,  2001)
10.1      Employment  Agreement with Carl A. Chase (incorporated by reference to
          Exhibit  10.2 to Registrant's Annual Report on Form 10-KSB, dated June
          28,  2001)  *
10.2      Employment  Agreement with Harry M. Neer (incorporated by reference to
          Exhibit  10.1 to Registrant's Quarterly Report on Form 10-QSB/A, dated
          February  14,  2001)  *
10.3      Employment  Agreement  with Larry K. Hinson (incorporated by reference
          to  Exhibit  10.2  to  Registrant's Quarterly Report on Form 10-QSB/A,
          dated  February  14,  2001)  *
10.4      Lease  Agreement  at  50  Briar Hollow Lane, Suite 515W Houston, Texas
          77027  (incorporated  by  reference  to  Exhibit  10.2 to Registrant's
          Annual  Report  on  Form  10-KSB/A,  dated  June  29,  2000)
10.5      2000  Long-Term  Incentive  Plan (incorporated by reference to Exhibit
          4.5  to  Registrant's  Form  S-8,  dated  April 24, 2001, SEC File No.
          333-59476)  *
10.6      Amended  Engagement  Agreement  with  John K. Baldwin (incorporated by
          reference  to  Exhibit  10.9  to Registrant's Quarterly Report on Form
          10-QSB,  dated  August  14,  2001)  *
10.7      Consulting  Services  agreement  with  George  Bogle  (incorporated by
          reference  to  Exhibit  10.10 to Registrant's Quarterly Report on Form
          10-QSB/A,  dated  June  3,  2002)  *
10.8      Warrant  Agreement  with  George  Bogle  (incorporated by reference to
          Exhibit 10.11 to Registrant's Quarterly Report on Form 10-QSB/A, dated
          June  3,  2002)  *
10.9      Network  Access  Agreement  with  Health Net Plus (formerly EOS Group,
          Inc.,  Foundation  Health  Medical  Resource  Management,  Inc.  aka
          Reviewco)  dated  September  1,  1999,  (incorporated  by reference to
          Exhibit  10.12  to Registrant's Quarterly Report on Form 10-QSB, dated
          August  14,  2002)  (1)
10.10     Workers'  Compensation  Master Preferred Client Agreement with PPONext
          (formerly  Beyond  Benefits)  dated  July  1,  2000,  (incorporated by
          reference  to  Exhibit  10.13 to Registrant's Quarterly Report on Form
          10-QSB,  dated  August  14,  2002)  (1)
10.11     Rockport  Healthcare  Group, Inc. 2002 Stock Option Plan (incorporated
          by  reference  to Exhibit 10.1 to Registrant's Form S-8, dated October
          24,  2002,  SEC  File  No.  333-100732)  *
10.12     Form  of  Indemnification Agreement Between Rockport Healthcare Group,
          Inc.  and  Its  Officers  and  Directors (incorporated by reference to
          Registrant's  Quarterly Report on Form 10-QSB dated November 14, 2002)


                                       11
<PAGE>
14.1      Code  of  Ethics  (incorporated  by  reference  to  Exhibit  14.1  of
          Registrant's  Annual  Report  on  Form  10-KSB  dated  June  29, 2004)
21.1      Subsidiaries of Registrant (incorporated by reference to Exhibit 22 to
          Registrant's  Annual  Report  on  Form  10-KSB/A, dated June 29, 2000)
31.1      Certification of Harry M. Neer, Chief Executive Officer
31.2      Certification of Larry K. Hinson, Chief Financial Officer
32.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.
32.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

*  Indicates a management contract or compensatory plan or arrangement.

(1)  The  Company  has  omitted  some  portions of this exhibit and submitted it
     separately in a confidential treatment request filed with the SEC.

     (b)  Reports  on  Form  8-K:

          i)   Registrant  filed  a  report  on  Form  8-K  on  June  30,  2004,
               disclosing  events  pursuant to Item 9 (Regulation FD Disclosure)
               and  Item  12  (Results of Operations and Financial Condition) of
               Form  8-K.  As  part  of Exhibit 99.1 to such report, the Company
               released  condensed  financial  statements  for  the years e nded
               March  31,  2004  and  2003.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fees

     The  aggregate  fees  billed by Hein & Associates for professional services
rendered  for  the  audit  of  the Company's annual financial statements for the
fiscal  year  ended  March  31,  2004,  and  for  the  reviews  of the financial
statements included in its quarterly reports on Form 10-QSB for that fiscal year
were  $39,180.

Audit-Related  Fees

     Hein  &  Associates  did not render any audit-related fees, which represent
fees  billed  for  assurance and related services that are reasonably related to
the performance of the audit or review of the Company's financial statements and
are  not  reported  under  Audit  Fees.

Tax  Fees

     Hein  &  Associates did not receive any fees for tax compliance, tax advice
or  tax  planning  from the Company during the fiscal years ended March 31, 2004
and  2003.



All  Other  Fees

     Other  than  the services described above under "Audit Fees" and "Tax Fees"
for  the  fiscal  year  ended March 31, 2004 and 2003, Hein & Associates did not
receive  any  other  fees.

Audit  Committee  Pre-Approval  Policies  and  Procedures

     The  2004  and  2003  audit  services  provided  by  Hein & Associates were
approved  by  the Audit Committee.  The Audit Committee implemented pre-approval
policies  and  procedures  related  to  the  provision  of  audit  and non-audit
services.  Under  these  procedures,  the  Audit Committee pre-approves both the
type of services to be provided by the Company's independent accountants and the
estimated  fees  related  to  these  services.  During the approval


                                       12
<PAGE>
process,  the  Audit Committee considers the impact of the types of services and
related  fees on the independence of the auditor. Throughout the year, the Audit
Committee  reviews  revisions  to  the  estimates  of  audit  and non-audit fees
initially  approved.

SIGNATURES


     Pursuant  to  the  requirements  of  Section  13 or 15(d) 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

                            ROCKPORT  HEALTHCARE  GROUP,  INC.

                            By:  /s/  Larry  K.  Hinson
                                ------------------------------------------------
                            Larry K. Hinson, Principal Accounting Officer, Chief
                            Financial  Officer, Secretary  and  Treasurer

                            Date:  July 29, 2004

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated.

Signature                            Title                             Date
---------                            -----                             ----


/s/  John K. Baldwin          Chairman of the Board                July 29, 2004
---------------------
John K. Baldwin

/s/  Harry M. Neer            President,  Chief Executive          July 29, 2004
---------------------         Officer and Director
Harry M. Neer

/s/  Larry K. Hinson          Secretary, Chief Financial Officer,  July 29, 2004
---------------------         Treasurer and Director
Larry K. Hinson

/s/  Eric H. Kolstad          Director                             July 29, 2004
---------------------
Eric H. Kolstad


                                       13
<PAGE>
                                  Exhibit Index

Exhibit No.          Description
-----------          -----------

2.1            Agreement  and  Plan of Reorganization (incorporated by reference
               to  Exhibit 2.1 to Registrant's Current Report on Form 8-K, dated
               January  5,  1998)
3.1            Certificate  of  Incorporation  of  Registrant  (incorporated  by
               reference  to  Exhibit 3.1 to Registrant's Registration Statement
               on  Form  10-SB,  dated  July  26,  1994,  SEC  File No. 0-23514)
3.2            Certificate  of  Amendment  to  Certificate  of  Incorporation of
               Registrant  dated  January 16, 1998 (incorporated by reference to
               Exhibit 3.2 to Registrant's Annual Report on Form 10-KSB/A, dated
               June  3,  2002)
3.3            Certificate  of  Amendment  to  Certificate  of  Incorporation of
               Registrant  dated  October 14, 2002 (incorporated by reference to
               Exhibit 4.3 to Registrant's Form S-8, dated October 24, 2002, SEC
               File  No.  333-100732)
3.4            Amended  and  Restated  Bylaws  of  Registrant  (incorporated  by
               reference  to Exhibit 4.4 to Registrant's Form S-8, dated October
               24,  2002,  SEC  File  No.  333-100732)
4.1            Specimen  of  Registrant's Common Stock Certificate (incorporated
               by  reference  to Exhibit 4 to Registrant's Annual Report on Form
               10-KSB/A,  dated  June  29,  2000)
4.2            Three-year  10%  Convertible  Subordinated  Unsecured  Notes
               (incorporated  by reference to Exhibit 4.2 to Registrant's Annual
               Report  on  Form  10-KSB,  dated  June  28,  2001)
10.1           Employment  Agreement  with  Carl  A.  Chase  (incorporated  by
               reference  to  Exhibit 10.2 to Registrant's Annual Report on Form
               10-KSB,  dated  June  28,  2001)  *
10.2           Employment  Agreement  with  Harry  M.  Neer  (incorporated  by
               reference  to  Exhibit  10.1  to Registrant's Quarterly Report on
               Form  10-QSB/A,  dated  February  14,  2001)  *
10.3           Employment  Agreement  with  Larry  K.  Hinson  (incorporated  by
               reference  to  Exhibit  10.2  to Registrant's Quarterly Report on
               Form  10-QSB/A,  dated  February  14,  2001)  *
10.4           Lease  Agreement  at  50  Briar  Hollow Lane, Suite 515W Houston,
               Texas  77027  (incorporated  by  reference  to  Exhibit  10.2  to
               Registrant's Annual Report on Form 10-KSB/A, dated June 29, 2000)
10.5           2000  Long-Term  Incentive  Plan  (incorporated  by  reference to
               Exhibit  4.5  to Registrant's Form S-8, dated April 24, 2001, SEC
               File  No.  333-59476)  *
10.6           Amended  Engagement  Agreement with John K. Baldwin (incorporated
               by  reference to Exhibit 10.9 to Registrant's Quarterly Report on
               Form  10-QSB,  dated  August  14,  2001)  *
10.7           Consulting  Services agreement with George Bogle (incorporated by
               reference  to  Exhibit  10.10 to Registrant's Quarterly Report on
               Form  10-QSB/A,  dated  June  3,  2002)  *
10.8           Warrant Agreement with George Bogle (incorporated by reference to
               Exhibit  10.11 to Registrant's Quarterly Report on Form 10-QSB/A,
               dated  June  3,  2002)  *
10.9           Network  Access  Agreement  with  Health  Net  Plus (formerly EOS
               Group,  Inc., Foundation Health Medical Resource Management, Inc.
               aka Reviewco) dated September 1, 1999, (incorporated by reference
               to Exhibit 10.12 to Registrant's Quarterly Report on Form 10-QSB,
               dated  August  14,  2002)  (1)
10.10          Workers'  Compensation  Master  Preferred  Client  Agreement with
               PPONext  (formerly  Beyond  Benefits)  dated  July  1,  2000,
               (incorporated  by  reference  to  Exhibit  10.13  to Registrant's
               Quarterly  Report  on  Form  10-QSB,  dated  August 14, 2002) (1)
10.11          Rockport  Healthcare  Group,  Inc.  2002  Stock  Option  Plan
               (incorporated  by  reference to Exhibit 10.1 to Registrant's Form
               S-8,  dated  October  24,  2002,  SEC  File  No.  333-100732)  *
10.12          Form  of  Indemnification  Agreement  Between Rockport Healthcare
               Group,  Inc.  and  Its  Officers  and  Directors (incorporated by
               reference  to  Registrant's Quarterly Report on Form 10-QSB dated
               November  14,  2002)
14.1           Code  of  Ethics  (incorporated  by  reference to Exhibit 14.1 to
               Registrant's  Annual  Report  of Form 10-KSB dated June 29, 2004)
21.1           Subsidiaries  of Registrant (incorporated by reference to Exhibit
               22 to Registrant's Annual Report on Form 10-KSB/A, dated June 29,
               2000)


                                       14
<PAGE>
31.1           Certification of Harry M. Neer, Chief Executive Officer
31.2           Certification of Larry K. Hinson, Chief Financial Officer
32.1           Certification  Pursuant  to  18  U.S.C.  Section 1350, as Adopted
               Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of 2002.
32.2           Certification  Pursuant  to  18  U.S.C.  Section 1350, as Adopted
               Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of 2002.

*  Indicates  a  management  contract  or  compensatory  plan  or  arrangement.

(1)  The  Company  has  omitted  some  portions of this exhibit and submitted it
     separately in a confidential treatment request filed with the SEC.


                                       15
<PAGE>