<PAGE>
                              SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C.  20549

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

                                           FORM 10-K

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

FOR THE YEAR ENDED DECEMBER 31, 2001

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

FOR THE TRANSITION PERIOD FROM          TO
                               --------    ---------

                         COMMISSION FILE NUMBER: 0-22835

                           MONARCH DENTAL CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                 51-0363560
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                 Identification No.)

                           MONARCH DENTAL CORPORATION
                                TOLLWAY PLAZA II
                      15950 NORTH DALLAS PARKWAY, SUITE 825
                                DALLAS, TX 75248
                    (Address of principal executive offices)

                                 (972) 361-8420
              (Registrant's telephone number, including area code)

             Securities registered pursuant to Section 12 (b) of the Act:

                                      None

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

                          Common Stock, $.01 par value
                                (Title of class)

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]



<PAGE>


The aggregate market value of the shares of the Registrant's Common Stock held
by non-affiliates of the Registrant on March 19, 2002 was approximately
$2,867,500 based upon the closing price per share of the Registrant's Common
Stock as reported on the Nasdaq SmallCap Market on March 19, 2002. Shares of
Common Stock held by each officer and director and by each person who owns 5% or
more of the outstanding Common Stock have been excluded in that such persons may
be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. As of March 19, 2002,
there were 2,170,867 outstanding shares of the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference into the Parts
of this Report on Form 10-K indicated below:

        (1)     The Annual Report to Stockholders for fiscal year ended December
                31, 2001 (Part II).

        (2)     The Company's definitive proxy statement dated April 12, 2002
                for the Annual Meeting of Stockholders to be held on May 8, 2002
                (Part III).


        STATEMENTS MADE OR INCORPORATED INTO THIS ANNUAL REPORT INCLUDE A NUMBER
OF FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934.
FORWARD LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS CONTAINING
THE WORDS "ANTICIPATES," "BELIEVES," "EXPECTS," "INTENDS," "FUTURE" AND WORDS OF
SIMILAR IMPORT WHICH EXPRESS MANAGEMENT'S BELIEF, EXPECTATIONS OR INTENT
REGARDING THE COMPANY'S FUTURE PERFORMANCE. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE, AMONG OTHERS, RISKS ASSOCIATED
WITH THE COMPANY'S RELIANCE ON CERTAIN PERSONNEL, HIGH LEVELS OF INDEBTEDNESS,
THE COMPANY'S DEFAULT UNDER ITS CREDIT FACILITY AND THE POSSIBILITY THAT THE
COMPANY'SLENDERS WILL FORECLOSE ON THE COMPANY'S ASSETS OR TAKE OTHER ACTIONS
ADVERSE TO THE COMPANY, POSSIBLE VOLATILITY OF THE COMPANY'S COMMON STOCK PRICE
AND COMPETITION. THESE AND OTHER FACTORS ARE DESCRIBED IN ITEM 7 OF PART II OF
THIS FORM 10-K UNDER THE CAPTION "CERTAIN FACTORS THAT MAY AFFECT FUTURE
RESULTS."




<PAGE>




                           MONARCH DENTAL CORPORATION


                                    INDEX TO
                           ANNUAL REPORT ON FORM 10-K
<TABLE>
<CAPTION>
                                                                                      Page No.
<S>                 <C>                                                                 <C>

Part I.

         Item 1.    Business                                                              4
         Item 2.    Properties                                                           14
         Item 3.    Legal Proceedings                                                    14
         Item 4.    Submission of Matters to a Vote of Security Holders                  14

Part II.

         Item 5.    Market for Registrant's Common Equity and Related
                    Stockholder Matters                                                  15
         Item 6.    Selected Financial Data                                               *
         Item 7.    Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                             *
         Item 8.    Financial Statements and Supplementary Data                           *
         Item 9.    Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure                                  16

Part III.

         Item 10.   Directors and Executive Officers of the Registrant                   **
         Item 11.   Executive Compensation                                               **
         Item 12.   Security Ownership of Certain Beneficial Owners and Management       **
         Item 13.   Certain Relationships and Related Transactions                       **

Part IV.

         Item 14.   Exhibits, Financial Statement Schedules,
                    and Reports Filed on Form 8-K                                        18

Signatures                                                                               20



*    Incorporated by reference to the Registrant's Annual Report to Stockholders
     for fiscal year ended December 31, 2001.

**   Incorporated by reference to the Company's definitive proxy statement dated April 12, 2002 for the
     Annual Meeting of Stockholders to be held on May 8, 2002.
</TABLE>

                                       3
<PAGE>


                                     PART I

ITEM 1.  BUSINESS

        The information contained in this report is provided as of December 31,
2001, unless otherwise indicated.

        The Company provides management and administrative services to dental
group practices in selected markets, located in Texas, Colorado, Utah, Arizona,
New Mexico, Arkansas, Indiana, Ohio, New Jersey, Pennsylvania, Virginia, Georgia
and Florida. The Company provides the services to dental group practices under
long-term administrative services agreements (the "Administrative Services
Agreements"). The Administrative Services Agreements represent the Company's
right to provide these services to the Dental Offices during the term of the
agreement. The Administrative Services Agreements cannot be terminated by the
related professional corporation without cause, consisting primarily of
bankruptcy or material default.

        Dentists practicing at the Company's dental offices (the "Dental
Offices") provide general dentistry services such as examinations, cleanings,
fillings, bonding, placing crowns and fitting and placing fixed or removable
prostheses. At many of the Company's Dental Offices, dentists also provide
specialty dental services such as orthodontics, oral surgery, endodontics,
periodontics and pediatric dentistry. The Company seeks to build geographically
dense networks of dental providers by expanding within its existing markets. On
December 31, 2001, the Company sold its Wisconsin operations consisting of 26
Dental Offices, which decreased the number of Dental Offices the Company
provided management and administrative services to 158. Of the 158 Dental
Offices, 29 were internally developed and 147 were acquired (eighteen of these
offices were subsequently closed) by the Company. At December 31, 2001, after
giving effect to the sale of the Wisconsin operations, 317 full-time dentists
and 81 part-time dentists practiced at the Company's Dental Offices. The Company
was incorporated under the laws of Delaware on December 28, 1994.

DENTAL SERVICES

        Dentists practicing at the Dental Offices provide general dentistry
services such as examinations, cleanings, fillings, bonding, placing crowns and
fitting and placing fixed or removable prostheses. At many of the Company's
Dental Offices, dentists also provide specialty dental services such as
orthodontics, oral surgery, endodontics, periodontics and pediatric dentistry.
Specialty dental services are typically offered by teams which rotate through
several Dental Offices in a particular market. This enables the dental
professional corporations and associations (the "P.C.s") to whom the Company
provides administrative services to capture revenue from services that would
otherwise be referred to independent specialists.

        Dental services provided at the Dental Offices are provided by or under
the supervision of licensed dentists employed by or under independent contracts
with the P.C.s. The Company typically owns or leases all of the operating assets
of each of the Dental Offices, including inventory, equipment, leases and
leasehold improvements. The Company seeks to equip its Dental Offices with
state-of-the-art clinical and diagnostic equipment such as fiber optic
handpieces, intraoral video cameras and panoramic and cephalometric X-ray
equipment.


                                       4
<PAGE>


        The following table shows the principal areas in which the Company
provides administrative services, the number of Dental Offices and dentists in
each area at December 31, 2001, the year that each practice was established and
the effective date of each practice's affiliation with the Company:

<TABLE>
<CAPTION>
                                      NUMBER OF   NUMBER OF
DENTAL GROUP PRACTICE / MARKET        DENTAL      DENTISTS        DATE       EFFECTIVE DATE
------------------------------        OFFICES       (1)          FOUNDED     OF ACQUISITION
                                      ----------- ----------    --------    ----------------
<S>                                      <C>        <C>          <C>        <C>
Monarch, Dallas-Fort Worth                29         76           1983       N/A
MacGregor Dental Centers, Houston         16         28           1962       February 1996
Convenient Dental Care, Arkansas           1          4           1982       November 1996
Arkansas Dental Health, Arkansas           2          3           1984       January 1997
United Dental Care, Arkansas               8         13           1990       April 1997
Dental Centers of Indiana, Indiana        12         13           1980       August 1997
J.B. Hays, Arkansas                        1          1           1994       October 1997
Three Peaks Dental Health, Colorado        6         10           1990       November 1997
Press Family Dental, San Antonio           7         15           1971       November 1997
Dental America, Midland - Odessa           3          5           1994       December 1997
Dental Care One, Ohio                      8          9           1979       March 1998
Managed Dental Care Centers, New           3          6           1995       June 1998
 Mexico
Valley Forge Dental Associates,           52        117           1995       September 1998
 Various
Talbert Dental, Arizona and Utah          10         17           1973       September 1998
</TABLE>

(1)     Includes full-time general dentists and specialists employed by or under
        contract with the applicable P.C.

        The attributes of the Dental Offices vary from market to market. In
urban and suburban areas a Dental Office may have, for example, 15 or more
single-chair operatories, a multi-chair specialty bay, several full-time general
dentists, several dental hygienists and dental assistants, a business manager
and a receptionist. In more rural markets, a Dental Office may have, for
example, only three or four single chair operatories, and be staffed by one
general dentist, one hygienist or dental assistant and a receptionist. One
general dentist, designated as the Dental Director, oversees professional
matters at each Dental Office.

ADVERTISING AND MARKETING

        The Company seeks to increase patient volume at the Dental Offices
through various forms of advertising and other marketing techniques. The Company
has developed these techniques over the past 15 years in its Dallas-Fort Worth
operations and adapts them for use in its other markets as appropriate. The
Company's advertising emphasizes regional brand name recognition of its
affiliated Dental Offices, quality of care, comprehensive specialty services,
affordable payment plans for more complex procedures and patient satisfaction.
The Company operates as "Monarch(TM) Dental" or under established regional brand
names, such as "ProDent(SM)" in Philadelphia, depending on the nature and
requirements of the relevant market. The Company believes the brand name
recognition by consumers and managed dental care payors generated by its
advertising programs has contributed to its growth.

        The Company complements its advertising and marketing programs in
Dallas-Fort Worth and certain other markets with a regional call center for the
Dental Offices located in that market. The Company's advertising and marketing
support activities also include the offering of convenient office hours,
selecting favorable locations for its Dental Offices, offering same-day
emergency care and introducing or expanding additional, higher-margin specialty
services at the Dental Offices.

PAYOR MIX

        Third-party payment arrangements from which the Company derives revenue
directly or through the P.C.s include indemnity insurance, preferred provider
plans and capitated managed dental care plans. Under indemnity


                                       5
<PAGE>
insurance plans, the patient or the patient's employer pays insurance premiums
and the insurance company reimburses the dentist for all or a portion of the
dentist's usual and customary fee, with the patient paying the portion not
covered by insurance. Under preferred provider plans, dentists agree to provide
dental services to plan members on a discounted fee-for-service basis. Capitated
managed dental care plans typically pay dental group practices that agree to
provide services to plan members a fixed monthly amount for each plan member
covered for a specified schedule of services regardless of the quantity or cost
of services to the participating dental group practice obligated to provide
them. This arrangement shifts the risk of utilization to the dental group
practice that provides the dental services. Because the Company assumes
responsibility under the Administrative Services Agreements for all aspects of
the operation of the dental practices (other than the practice of dentistry) and
thus bears all costs of the P.C.s associated with the provision of dental
services at the Dental Offices (other than compensation and benefits of dentists
and hygienists), the risk of over-utilization of dental services at the Dental
Offices under capitated managed dental care plans is effectively shifted to the
Company. In addition, members of capitated managed dental care plans pay the
P.C.s or the Company, as applicable, additional amounts as co-payments for more
complex procedures. The relative size of capitation payments and co-payments
varies in accordance with the level of benefits provided and plan design.

        The Company seeks to assist the Dental Offices in optimizing the revenue
mix between revenue from fee-for-service business and revenue from capitated
managed dental care plans. The Company focuses on fee-for-service business,
which includes fees paid by indemnity insurers, fees from preferred provider
plans and direct patient billings. The Company seeks to assist the Dental
Offices in increasing fee-for-service business by expanding its operations
within existing markets and advertising.

        The Company also seeks to assist the Dental Offices in supplementing
fee-for-service business with revenue derived from contracts with capitated
managed dental care plans. Capitated managed dental care relationships with the
Company and the P.C.s increase dentist productivity and facility utilization.
These relationships also provide increased co-payment revenue, referrals of
additional fee-for-service patients and opportunities for dentists practicing at
the Dental Offices to educate patients about the benefits of elective dental
procedures that may not be covered by the patients' capitated managed dental
care plans.

        The following table sets forth information regarding the sources of
revenue of the Company for the years ended December 31, 2001, 2000 and 1999:

<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31,
                                        ----------------------------------------------------------
                                             2001                 2000                 1999
                                        -----------------    ----------------   ------------------
                                                  PERCENT             PERCENT              PERCENT
                                                    OF                  OF                   OF
REVENUE SOURCE                          REVENUE    TOTAL     REVENUE   TOTAL    REVENUE     TOTAL
--------------                          --------  -------    -------   ------   -------     ------
                                                           (DOLLARS IN THOUSANDS)

<S>             <C>                   <C>        <C>      <C>         <C>     <C>          <C>
Fee-for-Service (1)                     $127,562   60.2%    $123,054    58.2%   $121,387     59.5%
Managed Dental Care:
   Capitation                             42,043   19.8%      42,090    19.9%     41,942     20.6%
   Co-payment                             42,262   20.0%      46,195    21.9%     40,741     19.9%
                                          -------  -------   -------   -------   -------    -------
      Total                             $211,867  100.0%    $211,339   100.0%   $204,070    100.0%
                                        ========  =======   ========  ========  ========   ========

</TABLE>

(1)     Constitutes revenue derived from indemnity dental plans, preferred
        provider plans and direct payments by patients not covered by any third
        party payor.


                                       6
<PAGE>


OPERATIONS

        The Company seeks to achieve operational efficiencies based on the best
practices identified in its affiliated dental groups. The Company adapts and
implements these practices throughout its provider networks, when appropriate,
to (i) reduce purchasing and administrative expenses, (ii) improve operational
efficiencies in such areas as scheduling, billing and personnel management, and
(iii) introduce and standardize patient record keeping, treatment protocols and
technique utilization. The Company establishes and maintains geographically
dense networks of dentists in each of its markets. The Company believes that
these provider networks offer preferred provider and capitated managed dental
care plans the ability to enter the markets served by the networks more quickly
and comprehensively and to service their plan members more efficiently than
contracting through solo or smaller group practices. The Company believes these
networks provide it with advantages in establishing and maintaining
relationships with capitated managed dental care plans and other third-party
payors, including greater leverage than that of solo or smaller group practices
when negotiating provider agreements.

        Recruiting

        Establishing geographically dense networks of providers by effective
recruiting of qualified dentists is an important element of the Company's
business strategy. In the Company's experience, many dentists in the early
stages of their careers have incurred substantial student loans. As a result
they face significant financial constraints to starting their own practices or
buying into existing practices, especially in view of the capital-intensive
nature of modern dentistry. The Company believes that practices in its network
of Dental Offices offers both recently graduated dentists and more experienced
dentists without their own practices advantages over a solo or smaller group
practice, including relief from the burden of administrative and management
responsibilities and the resulting ability to focus almost exclusively on
practicing dentistry. Advantages to dentists may also include, depending upon
the market involved, compensation which rewards productivity, employee benefits
such as health insurance, paid vacation, continuing education, payment of
professional membership fees and malpractice insurance, and, for affiliated
specialists, the prospect of a steadier stream of referrals than a specialist
practicing independently. In markets in which it is difficult to recruit and
retain dentists, such as certain rural areas, the Company may seek to establish
partnerships in which these dentists retain a portion of the equity interest in
the practice.

        The Company believes that hygienists, dental assistants and office staff
are critical to attracting and retaining patients. Accordingly, the Company
actively recruits such staff by offering salaries and benefits which it believes
are generally superior to those offered by many solo or smaller group practices.

        Call Centers; Scheduling

        The Company maintains regional call centers in Dallas-Fort Worth and
Houston. The call centers' staffs field calls, schedule patient visits, answer
patient questions and initiate contact with patients for follow-up of ongoing
treatment programs.

        The Company utilizes a centralized management information system in the
call centers to schedule patient appointments. The Company sends patients to the
Dental Office that is most convenient for the patient in terms of timing and
location. The Company's centralized scheduling systems provide the Company with
better control over patient scheduling, resulting in increased productivity, as
well as the ability to analyze and assist in controlling the revenue mix at the
Dental Offices by balancing fee-for-service and capitated managed dental care
patients. This also enables the staff at each Dental Office to focus on patient
care and customer service by eliminating a significant number of incoming calls.

        Purchasing

        The integration of the Dental Offices enables the Company to take
advantage of economies of scale that are generally not available to solo or
smaller group practices. The Company is able to purchase dental supplies,
laboratory services, insurance, office furniture, equipment, information systems
and advertising at reduced costs. The Company



                                       7
<PAGE>

also can contract for employee benefits at a lower cost than solo or smaller
group practices can typically obtain for themselves and their employees.

        Management Information Systems

        The Company has licensed for use at its Dental Offices a management
information system for dental practice management. The majority of the Dental
Offices are currently utilizing this information system and the Company is
continuing its efforts to standardize the system throughout its national network
of Dental Offices. The Company uses the information system to track data related
to each Dental Office's operations and financial performance. The information
system can provide each of the Dental Offices with data such as patient and
practitioner scheduling information, insurance coverage information, clinical
record-keeping and revenue and collection data (including credit history).
Within each market, the Company uses the information system to manage billing
and collections, including electronic insurance claims processing, and to
provide information for case management and outcome related research.

        Quality Assurance

        The Company requires the dentists and hygienists at each of its Dental
Offices to develop and implement clinical management procedures and treatment
protocols, as well as uniform business and administrative standards under which
dental services are provided. These procedures, protocols and standards vary
from region to region and are determined by the Dental Directors in each region
in consultation with and under the guidance of a committee of the Regional
Dental Directors. The protocols include treatment planning, diagnostic
screening, radiographic records, record keeping, specialty referrals and dental
hygiene protocols. State licensing authorities require dentists to undergo
annual training. The dentists and hygienists practicing at the Dental Offices
can obtain some of the required continuing education training through the
Company's internal training programs in each regional market, certain of which
have been accredited by the Academy of General Dentistry.

AFFILIATION STRUCTURE

        Relationship with P.C.s

        The Company derives all of its revenue from its Administrative Services
Agreements with the P.C.s. Under each of the Administrative Services Agreements,
the Company typically receives a management fee equal to the Company's costs
plus the lower of (i) 30% of the P.C.'s net revenues or (ii) the P.C.'s net
pre-tax income. The Company's costs include all direct and indirect costs,
overhead and expenses relating to the Company's provision of services to the
P.C.s under the Administrative Services Agreements, such that substantially all
costs associated with the provision of dental services at the Dental Offices are
borne by the Company, other than the compensation and benefits of the dentists
and hygienists who are employed by or are independent contractors of the P.C.s.
Under the Administrative Services Agreements, the Company provides the P.C.s
with, among other things, the facilities, administrative personnel and supplies,
as well as numerous services, including administrative, accounting, cash
management, financial statements and reports, budgeting, including capital
expenditures, recruiting, insurance, litigation management, negotiation of
managed dental care contracts (which are entered into by the Company and the
P.C.s), management information systems, billing and collection services. Each
Administrative Services Agreement is for a term of between 10 and 40 years, with
automatic renewal thereafter. Further, each Administrative Services Agreement
generally may be terminated by the P.C. only for cause, which includes an
uncured breach of the agreement by the Company, or upon the P.C.'s bankruptcy or
voluntary dissolution and may be terminated by the Company as of any anniversary
date of the Administrative Services Agreement. In addition to the Administrative
Services Agreements, the Company has a contractual right to designate or approve
the licensed dentists who own each P.C.'s capital stock. Because the Company
establishes a "controlling financial interest" under the Administrative Services
Agreements, the Company consolidates the dental group practices.


                                       8
<PAGE>


        Employment Agreements

        Dentists practicing at the Dental Offices have entered into employment
agreements, or independent contractor agreements through their professional
corporations, with the P.C.s. Such agreements typically contain a
non-competition agreement for up to three years following their termination
within a specified geographic area, usually a specified number of miles from the
relevant Dental Office. The employment agreements with dentists who have sold
their practices to the Company generally are for a specified initial term of up
to five years. Under each agreement, the dentist assigns billing and collection
rights to the P.C., with the P.C. in turn assigning such rights to the Company
under the terms of the applicable Administrative Services Agreement. In return,
the dentist receives either a fixed salary or collections-based compensation,
which may have a minimum guarantee, and a package of benefits which varies from
region to region. The dentists' compensation and benefits are paid by the
relevant P.C. with whom the dentist has entered into an employment agreement.

CURRENT EVENTS

        The Company has a Credit Facility with a bank syndicate, which expires
by its terms on July 1, 2002. At December 31, 2001, the Company had $67.3
million outstanding under the Credit Facility. The amounts outstanding under the
Credit Facility bear interest at the lead lender's prime rate plus three percent
with interest payments due on a monthly basis. The Credit Facility requires the
Company to repay principal based on a schedule whereby monthly payments are made
aggregating $2.0 million and $2.3 million in the first quarter of 2002 and two
months ended May 31, 2002, respectively. An additional principal payment will be
required on April 30, 2002 if the Company exceeds certain cash flow levels. A
$500,000 fee is due on April 30, 2002 if a specified threshold above the
required amortization is not met. Additionally, the lenders will receive
warrants to purchase shares of the Company's Common Stock at an Exercise Price
of $0.01 per share (per the Warrant Agreement dated April 1, 2001), equal to 5%
of the outstanding shares of the Company's Common Stock as of July 1, 2002, if
all outstanding debt is not paid in full by July 1, 2002. The Credit Facility
prohibits the Company from incurring additional indebtedness, incurring liens,
disposing of assets, making investments or making acquisitions without bank
approval, and requires the Company to maintain certain financial covenants.
These covenants require the Company to maintain minimum total net worth of $66.5
million as of December 31, 2001; minimum EBITDA, on a trailing three month
basis, of $6.0 million as of December 31, 2001; and a limit on capital
expenditures of $3.0 million from April 1, 2001 through December 31, 2001. All
covenants are measured monthly and minimum thresholds for the minimum total net
worth and minimum EBITDA covenants fluctuate in future periods. The Credit
Facility is secured by all of the assets of the Company.

        At December 31, 2001, the Company was in default with the terms of the
Credit Facility under the minimum EBITDA and minimum net worth covenants.
Revenue declines in the Company's Houston, Philadelphia, Georgia, New Jersey and
Colorado markets, which resulted in lower than expected EBITDA levels,
contributed to the defaults. Although the Company is attempting to negotiate an
amendment to its Credit Agreement and to secure a waiver of the defaults and an
extension of the Credit Facility, there can be no assurance that the Company's
lenders will grant a waiver or agree to an amendment on terms acceptable to the
Company or at all. The Company has made all required principal and interest
payments related to its Credit Agreement. However, the Company agreed to make
the monthly principal amounts described above prior to the sale of its Wisconsin
operations. The loss of the cash flow from the Wisconsin operations has
adversely affected the Company's ability to make these payments and avoid a
payment default under the Credit Facility. It is unclear whether the Company's
remaining operations will provide sufficient cash flow to make these payments on
a timely basis.

        On February 7, 2002, the Company's lenders notified the Company that
they were exercising their option to impose the default interest rate under the
Credit Agreement, which is equal to the lead lender's prime rate plus six
percent, for the remaining duration of the Company's default. The default rate
will significantly increase the Company's interest payments under the Credit
Facility and will negatively impact the Company's liquidity. Moreover, for as
long as the Company remains in default, the Company's lenders have the right to
accelerate the maturity of the Company's debt under the Credit Facility and to
use cash balances in the Company's bank accounts to set off a portion of the
debt. The Company does not have cash available to pay off its total indebtedness
under the Credit Facility and its financial condition and results of operations
would be materially and adversely affected by the lenders' use of its available
cash to set off a portion of the debt.

        The Company believes that cash generated from operations will be
sufficient to fund its core operations.

                                       9
<PAGE>
However, it is unclear whether the Company will be able to make its April and
May principal payments described above that were agreed to prior to the sale of
its Wisconsin operations due to the Company's lower monthly cash flow. The
Credit Facility expires by its terms on July 1, 2002, and all of the Company's
debt thereunder will then be due. The Company will not generate sufficient cash
flow by July 1, 2002 to repay all or a substantial portion of its debt under the
Credit Facility, raising substantial doubt about its ability to continue as a
going concern.

        In the event the Company is unable to refinance this indebtedness before
July 1, 2002, its lenders may foreclose on the Company's assets or force the
Company into bankruptcy upon maturity of the existing indebtedness, in which
circumstances the Company's equity holders may experience a loss equal to the
amount of their investment in the Company's Common Stock. In the event the
Company is unable to refinance the indebtedness on terms as favorable as the
terms of the existing indebtedness, the Company is likely to experience a
material and adverse effect on its financial condition and results of
operations. In this regard, the Company has engaged Bank of America Securities
LLP to explore strategic alternatives such as a sale of the Company, an equity
investment in the Company, the issuance of debt securities or a sale of all or a
portion of the Company's assets. However, there can be no assurance that
the Company will be successful in entering into an agreement to consummate any
strategic alternative or that the Company's lenders will agree to any strategic
alternative on terms acceptable to the Company or at all.


        In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." This
statement establishes accounting and reporting standards for certain financial
instruments, including interest rate swap agreements. The Company has
participated in interest rate hedging agreements to manage its interest rate
exposure. The Company adopted SFAS No. 133 on January 1, 2001 and its existing
interest rate hedges were designated as cash flow hedges. The effective portion
of the gain or loss on a cash flow hedge must be reported as a component of
other comprehensive income and be reclassified into earnings in the same period
or periods during which the hedged forecasted transaction affects earnings. The
ineffective portion, if any, of the gain or loss on a cash flow hedge must be
recognized currently in earnings. The Company paid $925,000 in connection with
its interest rate hedging agreements during 2001 due to decreases in the prime
lending rate throughout the year. The interest rate hedging agreements expired
on December 31, 2001.

COMPETITION

        The dental services industry is highly fragmented, consisting primarily
of solo and smaller group practices. The business of providing general dental,
orthodontic and other specialty dental services is highly competitive in the
markets in which the Company operates. The Company believes it competes with
other providers of dental and specialty services on the basis of factors such as
brand name recognition, convenience, cost and the quality and range of services
provided. Competition may include practitioners who have more established
practices and reputations. The Company's affiliated dental practices also
compete in the retention and recruitment of general dentists, specialists and
clinical staff. If the availability of dentists begins to decline in the
Company's markets, it may become more difficult to attract qualified dentists to
staff the Dental Offices sufficiently or to expand them. The Dental Offices may
not be able to compete effectively against other existing practices or against
new single or multi-specialty dental practices that enter its markets, or to
compete against such other practices in the recruitment of qualified dentists.

GOVERNMENT REGULATION

        The practice of dentistry is regulated at both the state and federal
levels. There can be no assurance that the regulatory environment in which the
Company or P.C.s operate will not change significantly in the future. The laws
and regulations of all states in which the Company operates impact the Company's
operations but do not currently materially restrict the Company's operations in
those states. In addition, state and federal laws regulate health maintenance
organizations and other managed care organizations for which dentists may be
providers. In general, regulation of health care related companies is
increasing. In connection with its operations in existing markets, the Company
may become subject to additional laws, regulations and interpretations or
enforcement actions. The ability of the Company to operate profitably will
depend in part upon the ability of the Company and the P.C.s to operate in
compliance with applicable health care regulations.

        State Regulation

        The laws of many states, including all of the states in which the
Company currently operates, permit a dentist to conduct a dental practice only
as an individual, a member of a partnership or an employee of a professional

                                       10
<PAGE>
 corporation, limited liability company or limited liability partnership. These
laws typically prohibit, either by specific provision or as a matter of general
policy, non-dental entities, such as the Company, from practicing dentistry,
from employing dentists and, in certain circumstances, hygienists or dental
assistants, or from otherwise exercising control over the provision of dental
services. Because under the Administrative Services Agreements the Company bears
all costs associated with the provision of dental services by the P.C.s at the
Dental Offices other than compensation and benefits of dentists and hygienists
and determines annual budgets for the P.C.s, the Company is effectively able to
manage the profitability of the Dental Offices. Under the Administrative
Services Agreements, however, the P.C.s control all clinical aspects of the
practice of dentistry and the provision of dental services at the Dental
Offices, including the exercise of independent professional judgment regarding
the diagnosis or treatment of any dental disease, disorder or physical
condition. Under the Administrative Services Agreements, persons to whom dental
services are provided at the Dental Offices are patients of the P.C.s and not of
the Company and the Company does not have or exercise any control or direction
over the manner or methods in which dental services are performed nor does the
Company interfere in any way with the exercise of professional judgment by the
dentists who are employees or independent contractors of the P.C.s.

        Many states in which the Company's Dental Offices presently are located
have fraud and abuse laws which are similar to the federal fraud and abuse law
described below, and which in many cases apply to referrals for items or
services reimbursable by any insurer, not just by Medicare and Medicaid. A
number of states, including all of the states in which Dental Offices are
currently located, also impose significant penalties for submitting false claims
for dental services. Many states, including all of the states in which the
Dental Offices are currently located, either prohibit or require disclosure of
self-referral arrangements and impose penalties for the violation of these laws.
Many states also prohibit dentists from splitting fees with non-dentists.

        Many states limit the ability of a person other than a licensed dentist
to own or control equipment or offices used in a dental practice. Some of these
states allow leasing of equipment and office space to a dental practice, under a
bona fide lease, if the equipment and office remain under the control of the
dentist. Some states prohibit the advertising of dental services under a trade
or corporate name. Other states, including Arkansas, require all advertisements
to be in the name of the dentist. A number of states also regulate the content
of advertisements of dental services and the use of promotional gift items. In
addition, many states impose limits on the tasks that may be delegated by
dentists to hygienists and dental assistants. A few states (none in which the
Company currently operates) require entities designated as "clinics" to be
licensed, and may define clinics to include dental practices that are owned or
controlled in whole or in part by non-dentists. These laws and their
interpretations vary from state to state and are enforced by the courts and by
regulatory authorities with broad discretion.

        In addition, there are certain regulatory risks associated with the
Company's role in negotiating and administering managed care contracts. The
application of state insurance laws to third-party payor arrangements, other
than fee-for-service arrangements, is an unsettled area of law with little
guidance available. As the Company or the P.C.s contract with third-party
payors, on a capitation or other basis under which the Company or the relevant
P.C. assumes financial risk, the Company or the P.C.s may become subject to
state insurance laws. Specifically, in some states, regulators may determine
that the Company or the P.C.s are engaged in the business of insurance,
particularly if they contract on a financial-risk basis directly with
self-insured employers or other entities that are not licensed to engage in the
business of insurance. To the extent that the Company or the P.C.s are
determined to be engaged in the business of insurance, the Company may be
required to change the method of payment from third-party payors and the
Company's revenue may be materially and adversely affected.

        Federal Regulation

        Many of the federal laws regulating the provision of dental care apply
only to dental services which are reimbursed under the Medicare or Medicaid
programs. Because very little dental care is currently provided by Medicare and
Medicaid, the Company derives very little revenue from these programs.
Therefore, the current impact of these laws is negligible. However, there can be
no assurance that the reach of these laws will not be expanded in the future to
cover services reimbursable by any payor. If these laws were to be expanded in
such a manner, they could have a material adverse effect upon the Company.

                                       11
<PAGE>


        The federal fraud and abuse statute prohibits, subject to certain safe
harbors, the payment, offer, solicitation or receipt of any form of remuneration
in return for, or in order to induce, (i) the referral of a person for service,
(ii) the furnishing or arranging for the furnishing of items or services or
(iii) the purchase, lease or order or the arrangement or recommendation of a
purchase, lease or order of any item or service which is, in each case,
reimbursable under Medicare or Medicaid. The statute reflects the federal
government's policy of increased scrutiny of joint ventures and other
transactions among health care providers in an effort to reduce potential fraud
and abuse related to Medicare and Medicaid costs. Because dental services are
covered under various government programs, including Medicare and Medicaid, this
federal law applies to dentists and the provision of dental services.

        Significant prohibitions against dentist self-referrals for services
covered by Medicare and Medicaid programs were enacted, subject to certain
exceptions, by Congress in the Omnibus Budget Reconciliation Act of 1993. These
prohibitions, commonly known as Stark II, amended prior physician and dentist
self-referral legislation known as Stark I (which applied only to clinical
laboratory referrals) by dramatically enlarging the list of services and
investment interests to which the self-referral prohibitions apply. Effective
January 1, 1995, Stark II prohibits a physician or dentist, or a member of his
or her immediate family, from making referrals for certain "designated health
services" to entities in which the physician or dentist has an ownership or
investment interest, or with which the physician or dentist has a compensation
arrangement. "Designated health services" include, among other things, clinical
laboratory services, radiology and other diagnostic services, radiation therapy
services, durable medical equipment, prosthetics, outpatient prescription drugs,
home health services and inpatient and outpatient hospital services. Stark II
prohibitions include referrals within the physician's or dentist's own group
practice (unless such practice satisfies the "group practice" exception) and
referrals in connection with the physician's or dentist's employment
arrangements with the P.C. (unless the arrangement satisfies the employment
exception). Stark II also prohibits billing the Medicare or Medicaid programs
for services rendered following prohibited referrals. Noncompliance with, or
violation of, Stark II can result in exclusion from the Medicare and Medicaid
programs and civil and criminal penalties. The Company believes that its
operations as presently conducted do not pose a material risk under Stark II,
primarily because the Company does not provide "designated health services."
Even if the Company were deemed to provide "designated health services," the
Company believes its activities would be protected under the employment and
group practice exceptions to Stark II. Nevertheless, there can be no assurance
that Stark II will not be interpreted or hereafter amended in a manner that has
a material adverse effect on the Company's operations as presently conducted.

        Proposed federal regulations also govern physician incentive plans
associated with certain managed care organizations that offer risk-based
Medicare or Medicaid contracts. These regulations define physician incentive
plans to include any compensation arrangement (such as capitation arrangements,
bonuses and withholds) that may directly or indirectly have the effect of
reducing or limiting services furnished to patients covered by the Medicare or
Medicaid programs. Direct monetary compensation which is paid by a managed care
plan, dental group or intermediary to a dentist for services rendered to
individuals covered by the Medicare or Medicaid programs is subject to these
regulations, if the compensation arrangement places the dentist at substantial
financial risk. When applicable, the regulations generally require disclosure to
the federal government or, upon request, to a Medicare beneficiary or Medicaid
recipient regarding such financial incentives, and require the dentist to obtain
stop-loss insurance to limit the dentist's exposure to such financial risk. The
regulations specifically prohibit physician incentive plans which involve
payments made to directly induce the limitation or reduction of medically
necessary covered services. A recently enacted federal law specifically exempts
managed care arrangements from the application of the federal anti-kickback
statute (the principal federal health care fraud and abuse law), but there is a
risk this exemption may be repealed. It is unclear how the Company will be
affected in the future by the interplay of these laws and regulations.

        The Company may be subject to Medicare rules governing billing agents.
These rules prohibit a billing agent from receiving a fee based on a percentage
of Medicare collections and may require Medicare payments for the services of
dentists to be made directly to the dentist providing the services or to a lock
box account opened in the name of the applicable P.C.

        Federal regulations also allow state licensing boards to revoke or
restrict a dentist's license in the event such dentist defaults in the payment
of a government-guaranteed student loan, and further allow the Medicare program
to offset such overdue loan payments against Medicare income due to the
defaulting dentist's employer. The Company


                                       12
<PAGE>

cannot assure compliance by dentists with the payment terms of their student
loans, if any.

        Revenues of the P.C.s or the Company from all insurers, including
governmental insurers, are subject to significant regulation. Some payors limit
the extent to which dentists may assign their revenues from services rendered to
beneficiaries. Under these "reassignment" rules, the Company may not be able to
require dentists to assign their third-party payor revenues unless certain
conditions are met such as acceptance by dentists of assignment of the payor
receivables from patients, reassignment to the Company of the sole right to
collect the receivables, and written documentation of the assignment. In
addition, governmental payment programs such as Medicare and Medicaid limit
reimbursement for services provided by dental assistants and other ancillary
personnel to those services which were provided "incident to" a dentist's
services. Under these "incident to" rules, the Company may not be able to
receive reimbursement for services provided by certain members of the Company's
Dental Office staff unless certain conditions are met such as requirements that
services must be of a type commonly furnished in a dentist's office and must be
rendered under the dentist's direct supervision and that clinical Dental Office
staff must be employed by the dentist or the P.C. The Company does not currently
derive a significant portion of its revenue under such programs.

        The operations of the Dental Offices are also subject to compliance with
regulations promulgated by the Occupational Safety and Health Administration
("OSHA"), relating to such matters as heat sterilization of dental instruments
and the usage of barrier techniques such as masks, goggles and gloves. The
Company incurs expenses on an ongoing basis relating to OSHA monitoring and
compliance.

        Although the Company believes its operations as currently conducted are
in material compliance with existing applicable laws, there can be no assurance
that the Company's contractual arrangements will not be successfully challenged
as violating applicable fraud and abuse, self-referral, false claims,
fee-splitting, insurance, facility licensure or certificate-of-need laws or that
the enforceability of such arrangements will not be limited as a result of such
laws. In addition, there can be no assurance that the business structure under
which the Company operates, or the advertising strategy the Company employs,
will not be deemed to constitute the unlicensed practice of dentistry or the
operation of an unlicensed clinic or health care facility. The Company has not
sought judicial or regulatory interpretations with respect to the manner in
which it conducts its business. There can be no assurance that a review of the
business of the Company and the P.C.s by courts or regulatory authorities will
not result in a determination that could materially and adversely affect their
operations or that the regulatory environment will not change so as to restrict
the Company's existing or future operations. In the event that any legislative
measures, regulatory provisions or rulings or judicial decisions restrict or
prohibit the Company from carrying on its business or from expanding its
operations to certain jurisdictions, structural and organizational modifications
of the Company's organization and arrangements may be required, which could have
a material adverse effect on the Company, or the Company may be required to
cease operations.

INSURANCE

        The Company maintains professional malpractice and general liability
insurance for itself and maintains professional liability insurance covering
dentists and dental hygienists at the Dental Offices. The Company maintains $2.0
million per occurrence and $4.0 million in the aggregate for general liability
coverage with $10.0 million umbrella coverage. The Company maintains malpractice
coverage of $1.0 million per occurrence and $3.0 million in the aggregate with
$10.0 million umbrella coverage. Certain types of risks and liabilities are not
covered by insurance, however, and there can be no assurance that coverage will
continue to be available upon terms satisfactory to the Company or that the
coverage will be adequate to cover losses. Malpractice insurance, moreover, can
be expensive and varies from state to state. Successful malpractice claims
asserted against the dentists, the P.C.s or the Company may have a material
adverse effect on the Company's business, financial condition and operating
results. While the Company believes its insurance policies are adequate in
amount and coverage for its current operations, there can be no assurance that
the coverage maintained by the Company will be sufficient to cover all future
claims or will continue to be available in adequate amounts or at a reasonable
cost.


                                       13
<PAGE>


EMPLOYEES

        As of December 31, 2001, after giving effect to the sale of the
Wisconsin operations, the Company had approximately 1,500 employees, excluding
the 398 dentists and 236 hygienists employed by or contracting with the P.C.s.
The Company is not party to any collective bargaining agreement with a labor
union and considers its relations with its employees to be satisfactory.



ITEM 2. PROPERTIES

        The Company's corporate headquarters are located at Tollway Plaza II,
15950 North Dallas Parkway, Dallas, Texas, in approximately 4,000 square feet
occupied under a lease that expires on December 31, 2004.

        The Company also leases real estate at the location of each Dental
Office. For the year ended December 31, 2001, the Company had lease costs of
approximately $9.1 million.


ITEM 3. LEGAL PROCEEDINGS

        The Company is engaged in various legal proceedings incidental to its
business activities. Management does not believe the resolution of such matters
individually or in the aggregate will have a material adverse effect on the
Company's financial position, results of operations or liquidity.


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

        No matters were submitted to a vote of security holders during the
fourth quarter of fiscal year 2001.


                                       14
<PAGE>


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

        The Common Stock of the Company is traded on the Nasdaq SmallCap Market
under the symbol "MDDS". The Company effected a one-for-six reverse stock split
at the commencement of trading on June 19, 2001. The following table sets forth
the high and low sale prices for the Common Stock during the periods indicated.
All prices for periods prior to the one-for-six reverse stock split effected on
June 19, 2001 have been adjusted to give effect to such reverse stock split.


        <TABLE>
        <CAPTION>
                       PERIOD                       HIGH ($)      LOW ($)
        -------------------------------------    -----------   -----------
<S>                                               <C>           <C>

        2000
            First Quarter......................    19.686         10.878
            Second Quarter.....................    26.814         13.128
            Third Quarter......................    20.250         10.128
            Fourth Quarter.....................    10.314          2.628

        2001
            First Quarter .....................     5.814          1.314
            Second Quarter.....................     2.600          1.314
            Third Quarter......................     4.000          2.300
            Fourth Quarter.....................     2.650          2.040

        </TABLE>

        On March 19, 2002, the closing price of the Common Stock was $1.95.

HOLDERS

        There were 611 record holders of the Company's Common Stock on March 19,
2002. The Company believes the number of beneficial owners of the Company's
Common Stock at that date was substantially greater.

DIVIDENDS

        The Company has not declared or paid any cash dividends on its Common
Stock since it became a C corporation for tax purposes in February 1996. The
Company currently intends to use its earnings to reduce its debt obligations and
finance future operations and, therefore, does not anticipate paying cash
dividends in the foreseeable future. Payment of future dividends, if any, will
be at the discretion of the Company's Board of Directors after taking into
account various factors, including the Company's financial condition, operating
results and current and anticipated cash needs. In addition, under the terms of
the Company's Credit Facility, the payment of cash dividends is currently
prohibited without the consent of the lender.


ITEM 6. SELECTED FINANCIAL DATA

        The information set forth in "Selected Consolidated Financial
Information" on page 6 of the Annual Report to Stockholders for the fiscal year
ended December 31, 2001 is incorporated herein by reference.

                                       15
<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

        The information set forth in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 7 through 22 of the
Annual Report to Stockholders for the fiscal year ended December 31, 2001 is
incorporated herein by reference.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The consolidated financial statements of the Company set forth on pages
23 through 39 of the Annual Report to Stockholders for the fiscal year ended
December 31, 2001 are incorporated herein by reference.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        None.

                                       16
<PAGE>





                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The information appearing under the captions "Information Regarding
Directors," "Executive Officers" and "Compliance with 16(a) of the Securities
Exchange Act of 1934" in the registrant's definitive proxy statement dated April
12, 2002 relating to the Annual Meeting of Stockholders to be held on May 8,
2002 is incorporated herein by reference.


ITEM 11.  EXECUTIVE COMPENSATION

        The information appearing under the caption "Executive Compensation" in
the registrant's definitive proxy statement dated April 12, 2002 relating to the
Annual Meeting of Stockholders to be held on May 8, 2002 is incorporated herein
by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information appearing under the caption "Principal and Management
Stockholders" in the registrant's definitive proxy statement dated April 12,
2002 relating to the Annual Meeting of Stockholders to be held on May 8, 2002 is
incorporated herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information appearing under the caption "Certain Transactions" in
the registrant's definitive proxy statement dated April 12, 2002 relating to the
Annual Meeting of Stockholders to be held on May 8, 2002 is incorporated herein
by reference.




                                       17
<PAGE>


                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS FILED ON FORM 8-K

         (a)     Documents Filed as Part of this Annual Report on Form 10-K:

                 1.     Financial Statements: The following Consolidated
                        Financial Statements of Monarch Dental Corporation
                        and Report of Independent Public Accountants, are
                        incorporated by reference to pages 23 through 39 of the
                        Registrant's 2001 Annual Report to Stockholders:

                              Report of Independent Public Accountants

                              Consolidated Balance Sheets at December 31, 2001
                              and 2000

                              Consolidated Statements of Income for the Years
                              Ended December 31, 2001, 2000 and 1999

                              Consolidated Statements of Stockholders' Equity
                              for the Years Ended December 31, 2001, 2000 and
                              1999

                              Consolidated Statements of Cash Flows for the
                              Years Ended December 31, 2001, 2000 and 1999

                              Notes to Consolidated Financial Statements



                2.      Financial Statement Schedules: The following financial
                        statement schedule for Monarch Dental Corporation is
                        filed as part of this Annual Report by reference and
                        should be read in conjunction with the Consolidated
                        Financial Statements of Monarch Dental Corporation:

                              Schedule II - Valuation and Qualifying Accounts

                        Schedules not listed above have been omitted because
                        they are not applicable or are not required or the
                        information required to be set forth therein is included
                        in the Consolidated Financial Statements or Notes
                        thereto.

                 3.     Exhibits:

                        The Exhibits listed on the accompanying Exhibit Index
                        immediately following the financial statement schedules
                        are filed as part of, or incorporated by reference into,
                        this Annual Report.

         (b)     Reports on Form 8-K.

                 The Company filed a Form 8-K, dated December 31, 2001,
                 reporting the sale of its Wisconsin operations.


                                       18
<PAGE>

                (c)     Exhibits

                        The Company hereby files as part of this Annual Report
                        on Form 10-K the Exhibits listed in the attached Exhibit
                        Index pages of this Annual Report.

                (d)     Financial Statement Schedules

                        The Company hereby files as part of this Annual Report
                        on Form 10-K the financial statement schedule listed in
                        Item 14 (a) 2 as set forth above.


                                       19
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
<TABLE>
<CAPTION>
                                                   MONARCH DENTAL CORPORATION
<S>                                               <C>

Date:  April 1, 2002                               By:  /s/  W. BARGER TYGART
                                                       --------------------------------------------
                                                       W. Barger Tygart
                                                       Chief Executive Officer

Date:  April 1, 2002                               By:  /s/ LISA K. PETERSON
                                                       --------------------------------------------
                                                       Lisa K. Peterson
                                                       Chief Financial and Administrative Officer

Date:  April 1, 2002                               By:  /s/ CURTIS R. RIPPEE
                                                       --------------------------------------------
                                                       Curtis R. Rippee
                                                       Vice President of Finance and Administration
</TABLE>

                               POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints W. Barger Tygart and Lisa K. Peterson,
joint and severally, his or her attorneys-in-fact, each with the power of
substitution, for such person in any and all capacities, to sign any amendments
to this Report on Form 10-K, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or substitute or substitutes, may do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities and 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 below.

<Table>
<Caption>

Signature                               Title                                           Date
---------                               -----                                         ----
<S>                                   <C>                                             <C>

  /s/  W. BARGER TYGART                 Chairman of the Board,                         April 1, 2002
-----------------------------------     Chief Executive Officer,
W. Barger Tygart                        President and Director


 /s/  LISA K. PETERSON                  Chief Financial and Administrative Officer     April 1, 2002
-----------------------------------     (principal financial officer
Lisa K. Peterson                        and principal accounting officer)


/s/  CURTIS R. RIPPEE                   Vice President of Finance and Administration   April 1, 2002
-----------------------------------
Curtis R. Rippee

/s/  GLENN E. HEMMERLE                  Director                                       April 1, 2002
-----------------------------------
Glenn E. Hemmerle

/s/  ALLAN S. HUSTON                    Director                                       April 1, 2002
-----------------------------------
Allan S. Huston

/s/  JOHN E. MAUPIN, JR., D.D.S.        Director                                       April 1, 2002
-----------------------------------
John E. Maupin, Jr., D.D.S

/s/  WARREN F. MELAMED, D.D.S.          Director                                       April 1, 2002
-----------------------------------
Warren F. Melamed, D.D.S.
</Table>

                                       20
<PAGE>

                    Report of Independent Public Accountants



To the Stockholders of Monarch Dental Corporation:


We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Monarch Dental
Corporation's annual report to stockholders incorporated by reference in this
Form 10-K and have issued our report thereon dated March 9, 2002, which contains
an explanatory paragraph with respect to the Company's ability to continue as a
going concern. Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule of Valuation and Qualifying Accounts
is the responsibility of the Company's management and is presented for the
purpose of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.



                               ARTHUR ANDERSEN LLP


Dallas, Texas,
 March 9, 2002





<PAGE>



                                  SCHEDULE II

                  MONARCH DENTAL CORPORATION AND SUBSIDIARIES

                       VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                       ADDITIONS      ADDITIONS
                                         BALANCE AT   CHARGED TO        FROM                                     BALANCE
                                         BEGINNING     COSTS AND      ACQUIRED                                    AT END
            CLASSIFICATION               OF PERIOD     EXPENSES       COMPANIES   DISPOSITIONS   DEDUCTIONS     OF PERIOD
---------------------------------------  -----------  ------------   ------------ -------------  -----------    -----------
December 31, 2001:
<S>                                      <C>           <C>           <C>          <C>          <C>              <C>
    Allowance for Uncollectibles            $12,246       $17,973 (a)  $       -    $    (205)   $  (19,830)(b)   $  10,184
    Accumulated Amortization of
       Intangible Assets                     15,527         5,552              -       (1,094)            -          19,985
                                         -----------  ------------   ------------ -------------  -----------    -----------
        Total Reserves and Allowances       $27,773       $23,525      $       -    $  (1,299)    $ (19,830)      $  30,169
                                         ===========  ============   ============ =============  ===========    ===========

December 31, 2000:
    Allowance for Uncollectibles            $12,678       $15,613 (a)  $      19    $       -    $ (16,064) (b)   $  12,246
    Accumulated Amortization of
       Intangible Assets                      9,938         5,589              -            -            -           15,527
                                         -----------  ------------   ------------ -------------  -----------    -----------
         Total Reserves and Allowances      $22,616       $21,202      $      19    $       -    $ (16,064)       $  27,773
                                         ===========  ============   ============ =============  ===========    ===========

December 31, 1999:
    Allowance for Uncollectibles             $9,419       $13,598 (a)  $     630    $       -    $ (10,969) (b)   $  12,678
    Accumulated Amortization of
       Intangible Assets                      4,622         5,316              -            -            -            9,938
                                         -----------  ------------   ------------ -------------  -----------    -----------
         Total Reserves and Allowances      $14,041       $18,914      $     630    $       -    $ (10,969)       $  22,616
                                         ===========  ============   ============ =============  ===========    ===========

</TABLE>


This schedule should be read in conjunction with the Company's audited
consolidated financial statements and related notes thereto.

(a)   Includes bad debt expense and contractual and other adjustments

(b)   Write-off of uncollectible receivables, net of recoveries.





<PAGE>


                               EXHIBIT INDEX
<TABLE>
<CAPTION>


       EXHIBIT
       NUMBER                          EXHIBIT
      ---------                        -------
<S>            <C>

        3.1     Restated Certificate of Incorporation (4)

       *3.2     Certificate of Amendment of Restated Certificate of
                Incorporation

        3.3     Second Amended and Restated By-Laws (4)

        4.1     Specimen certificate for Shares of Common Stock, $.01 par value,
                of the Registrant (2)

        10.1    Monarch Dental Corporation 1996 Stock Option and Incentive Plan,
                as amended (2)

        10.2    Monarch Dental Corporation 1997 Employee Stock Purchase Plan (1)

        10.3    Monarch Dental Corporation 1996 Equity Acquisition Option Plan
                (2)

        10.4    Amended and Restated Stockholders' Agreement dated as of August
                29, 1996 by and among the Registrant, the TA Investors (as
                defined), the MacGregor Investors (as defined), the Monarch
                Investors (as defined) and the Hehli Investors (as defined) (2)

        10.5    Amended and Restated Non-Competition Agreement dated as of July
                1, 1997 by and between the Registrant and Warren F. Melamed,
                D.D.S. (3)

        10.6    Management Agreement by and between Modern Dental Professionals,
                P.C. and Monarch Dental Associates, L.P. (2)

        10.7    Management Agreement by and between Modern Dental Professionals,
                P.C. and MacGregor Dental Associates, L.P. (2)

        10.8    Management Agreement by and between Modern Dental Professionals
                - Girlinghouse, P.A. and Convenient Dental Care, Inc. (2)

        10.9    Management Agreement by and between Modern Dental Professionals
                - Beavers, P.A. and Arkansas Dental Health Associates, Inc. (2)

        10.10   Management Agreement by and between Modern Dental Professionals
                /UDC - Girlinghouse, P.A. and United Dental Care, Inc. (2)

        10.11   Management Agreement by and between William T. Harris and
                Associates, a Professional Dental Corporation and United Dental
                Care, Inc. (2)

        10.12   Management Agreement by and between United Dental Care Tom
                Harris, D.D.S. & Associates and United Dental Care, Inc. (2)

        10.13   Management Agreement by and between Modern Dental Professionals
                - Indiana, P.C. and Dental Centers of Indiana (Monarch), Inc.
                (4)

        10.14   Management Agreement by and between Modern Dental Professionals
                - Colorado, P.C. and Three Peaks Dental Management, Inc. (4)

</TABLE>

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<TABLE>
<CAPTION>


       EXHIBIT
       NUMBER                          EXHIBIT
      ---------                        -------
<S>            <C>

        10.15   Primary Care Dentist Agreement effective April 1, 1997 by and
                between Prudential Dental Maintenance Organization, Inc. and
                Modern Dental Professionals, P.C. and Monarch Dental Associates,
                L.P. (excluding certain portions which have been omitted as
                indicated based upon a request for confidential treatment, but
                which have been separately filed with the Commission) (2)

        10.16   Dental Service Agreement dated January 1, 1995 by and between
                Compcare Health Services Insurance Corporation and Advance
                Dental Management, Inc. (excluding certain portions which have
                been omitted as indicated based upon a request for confidential
                treatment, but which have been separately filed with the
                Commission) (2)

        10.17   Form of Director Indemnification Agreement (1)

        10.18   Sublease Agreement dated as of March 7, 1996 by and between Old
                American Country Mutual Fire Insurance Company and Oral Health
                Concepts Inc. (1)

        10.19   Office Lease Agreement dated as of September 6, 1996 by and
                between Government Employees Insurance Company and Monarch
                Dental Associates, L.P. (1)

        10.20   Monarch Dental Corporation 1999 Stock Option and Grant Plan (5)

        10.21   Indemnification Agreement dated as of May 8, 2000 by and between
                Monarch Dental Corporation and Lisa K. Peterson (8)

        10.22   Employment Agreement dated as of October 18, 2000 by and between
                Monarch Dental Corporation and W. Barger Tygart (9)

        10.23   Second Amended and Restated Employment Agreement dated as of
                October 27, 2000 by and between Monarch Dental Corporation and
                Lisa K. Peterson (9)

        10.24   Third Amended and Restated Loan Agreement dated as of April 1,
                2001 among Monarch Dental Corporation and Bank of America, N.A
                and Other Entities Designated Herein (7)

        10.25   Warrant Agreement dated January 4, 2000 among Monarch Dental
                Corporation, Bank of America, N.A., Fleet National Bank, and
                COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,"Rabobank
                Nederland", New York Branch (6)

        10.26   Warrant Agreement dated April 1, 2001 among Monarch Dental
                Corporation, Bank of America, N.A., Fleet National Bank, and
                COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,"Rabobank
                Nederland", New York Branch (7)

        10.27   Non-Competition Agreement by and among Monarch Dental
                Corporation, Midwest Dental, Inc., Midwest Dental Management,
                Inc., Midwest Dental Care, Mondovi, Inc., Midwest Dental Care,
                Sheboygan, Inc. and Midwest Dental Plan, Ltd. dated December 31,
                2001 (10)

       *11.1    Statement re: Computation of net loss per share

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


       EXHIBIT
       NUMBER                          EXHIBIT
      ---------                        -------
<S>            <C>

        *13.1   Annual Report to Stockholders for the fiscal year ended December
                31, 2001 (such report, except for those portions thereof which
                are expressly incorporated by reference in this filing, is
                furnished for the information of the Commission and is not
                deemed "filed" as part hereof)

        *21.1   Subsidiaries of the Registrant

        *23.1   Consent of Arthur Andersen LLP

        *23.2   Representation of Arthur Andersen LLP

        *24.1   Powers of Attorney (included on signature page hereto)
</TABLE>

<TABLE>
<CAPTION>
    *   Filed herewith
<S>     <C>

    (1) Filed as an exhibit to the Registrant's Pre-Effective Amendment No. 1 to
        its Registration Statement on Form S-1 (File No. 333-24409) filed with
        the Securities and Exchange Commission on May 20, 1997 and incorporated
        herein by reference thereto.

    (2) Filed as an exhibit to the Registrant's Pre-Effective Amendment No. 2 to
        its Registration Statement on Form S-1 (File No. 333-24409) filed with
        the Securities and Exchange Commission on June 23, 1997 and incorporated
        herein by reference thereto.

    (3) Filed as an exhibit to the Registrant's Pre-Effective Amendment No. 3 to
        its Registration Statement on Form S-1 (File No. 333-24409) filed with
        the Securities and Exchange Commission on July 17, 1997 and incorporated
        herein by reference thereto.

    (4) Filed as an exhibit to the Registrant's Annual Report on Form 10-K filed
        with the Securities and Exchange Commission on March 31, 1998 and
        incorporated herein by reference thereto.

    (5) Filed as an exhibit to the Registrant's Annual Report on Form 10-K filed
        with the Securities and Exchange Commission on March 31, 1999 and
        incorporated herein by reference thereto.

    (6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K
        filed with the Securities and Exchange Commission on March 30, 2000 and
        incorporated herein by reference thereto.

    (7) Filed as an exhibit to the Registrant's Annual Report Form 10-K filed
        with the Securities and Exchange Commission on April 30, 2001 and
        incorporated herein by reference thereto.

    (8) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
        filed with the Securities and Exchange Commission on August 14, 2000 and
        incorporated herein by reference thereto.
</TABLE>
<PAGE>


    (9)  Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
         filed with the Securities and Exchange Commission on November 14, 2000
         and incorporated herein by reference thereto.

    (10) Filed as an exhibit to the Registrant's Current Report on Form 8-K
         filed with the Securities and Exchange Commission on January 15, 2002
         and incorporated herein by reference thereto.