SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                           Form 10-QSB

 x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934.
                                
         For the Quarterly Period Ended  March 31, 1997

                               or
                                
__   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 1-14150
                       THE COMPANY DOCTOR
   (Name of small business issuer as specified in its charter)
                                
           Delaware                               72-1234136
    (Stat  of Incorporation)           (I.R.S.Employer Identification No.)

              5215 North O'Connor Blvd., Suite 1800
                      Irving, Texas  75039
            (Address of principal executive offices)
                                
                         (972) 401-8300
                   (Issuer's telephone number)

     Check whether the issuer (1) filed all reports required to be
filled by Section 13 or 15(d) of the Exchange Act during the past 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 __

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                    THE PRECEDING FIVE YEARS
                                
     Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13, or 15 (d) of the Exchange Act
after the distribution of securities under a plan confirmed by court.
Yes __   No__
     
     State the number of shares outstanding of each of the issuerOs
classes of common equity, as of the latest practicable date.

There were 5,037,008 shares of the Issuer's common stock, at par value
                       of $.01 per share,
               outstanding as of March  31, 1997.


Transitional Small Business Disclosure Format (check one):    Yes__   No_X



                     Consolidated Balance Sheet


                                               March 31,       June 30,        
                                                1997             1996
                                              (Unaudited)
                               Assets
Current assets                                             
 Cash and cash equivalents                     $1,253,015      $5,636,433
 Restricted cash                                  550,000         500,000
 Short-term investments                         1,146,348       1,250,357
 Accounts receivable                                       
    Trade, less allowance for doubtful                        
    accounts of $219,000 at March 31, 1997 
    and $105,000 at June 30, 1996               1,924,877       1,097,308
    Related parties                               149,811         113,117
    Other                                          82,774          85,348
 Prepaid expenses                                 248,552          97,767
      Total current assets                      5,355,377       8,780,330

Property and equipment                          2,960,053       1,536,898
Less accumulated depreciation and              (1,378,692)       (659,394)
  amortization                                  1,581,361         877,504

Other assets                                               
 Intangibles, net                               9,271,031       1,688,314
Other assets                                      782,255         563,406
 Investments                                    1,804,570       1,630,453
      Total other assets                       11,857,856       3,882,173

Total assets                                   18,794,594      13,540,007

                    Liabilities and Stockholders' Equity
Current liabilities                                        
 Notes payable                                   $520,920      $1,271,357
 Notes payable - due to sellers                 3,139,125         987,010
 Current maturities of capital lease             
  obligations                                     134,742          52,501
 Accounts payable and accrued expenses          1,202,805         338,077
 Claims payable                                   330,694         350,000
     Total current liabilities                  5,328,286       2,998,945
                                                          
Long-term liabilities                                      
 Capital lease obligations, net of             
 current maturities                               208,751          79,644
 Notes payable - due to sellers                   243,590               -
 Claims payable                                 1,071,342       1,393,107
      Total liabilities                         6,851,969       4,471,696
                                                           
Stockholders' equity                                       
 Preferred stock, $.01 par value,                           
 5,000,000 shares authorized Series A                            
 convertible, no shares issued                          -               -
 Common stock, $.01 par value; 25,000,000                   
 shares authorized;  5,037,008 and                          
 4,676,494 shares issued and outstanding            
 at March 31, 1997 and June 30, 1996,
 respectively                                      50,731         46,765
 Additional paid-in-capital                    13,600,768     10,255,346
 Accumulated deficit                           (1,708,514)    (1,233,800)
      Total stockholders' equity               11,942,625      9,068,311

Total liabilities and stockholders equity     $18,794,594    $13,540,007
                                  

                Consolidated Statements of Operations

                                               For the Three Months Ended
                                                       March 31,
                                                  1997         1996
                                                      (Unaudited)
                                                           
Revenues                                     $2,844,723            $989,388
                                                           
Cost of services provided                     1,469,040             533,340
General and administrative expenses           1,527,921             420,150
Marketing expenses                               95,380              30,094
Development and acquisition costs                84,783                   -
                                              3,177,124             983,584

Income (loss) from operations                  (332,401)              5,804

Other income (expense)                                     
 Interest expense                              (100,803)            (23,870)
 Interest income and other                       71,106              47,422
     Total other income (expenses)              (29,697)             23,552

Net income (loss) before income taxes          (362,098)             29,356

Income tax (expense) benefit                     (9,000)             30,000

Net income (loss)                              (371,098)            $59,356

Net income (loss) per common share                 (.07)                .01

Weighted average common shares                                    
 outstanding                                  5,020,341           4,523,178


                Consolidated Statements of Operations

                                               For the Nine Months Ended
                                                     March 31,
                                                           
                                                   1997         1996
                                                      (Unaudited)
                                                           
Revenues                                     $8,288,724          $2,975,561

Cost of services provided                     4,098,730           1,467,818
General and administrative expenses           4,260,561           1,338,805
Marketing expenses                              210,307              59,297
Development and acquisition costs               307,265                   -
                                              8,876,863           2,865,920

Income (loss) from operations                  (588,139)            109,641

Other income (expense)                                     
 Interest expense                              (279,878)            (72,636)
 Interest income and other                      245,303              47,422
     Total other income (expenses)              (34,575)            (25,214)

Net (loss) income before income taxes          (622,714)             84,427

Income tax benefit                              148,000              30,000

Net income                                    $(474,714)           $114,427

Net income per common share                   $    (.09)                .03

Weighted average common shares          
  outstanding                                 5,008,221           3,554,488




                Consolidated Statements of Cash Flow


                                               For the Nine Months Ended
                                                      March 31,
                                                  1997         1996
                                                      (Unaudited)
Cash flows from operating activities                       
 Net (loss) income                            $ (474,714)         $114,427
 Adjustments to reconcile net (loss)                        
  income to net cash provided by (used in)
  operating activities
   Depreciation and amortization                 524,979           107,652
   Deferred tax asset                           (175,000)          (30,000)
   Compensation for options granted to                      
    unrelated third party                         54,832                 -
   Change in assets and liabilities                        
     Accounts receivable                        (157,326)           (161,024)
     Prepaid expenses                           (144,669)            (69,714)
     Other assets                                (43,849)            (38,009)
     Checks written in excess of bank    
      balance                                          -             (18,265)
     Accounts payable and accrued      
      expenses                                    617,012           (359,055)
     Claims payable                              (341,071)                 -
                                                  334,908           (568,415)
      Net cash used in operating activities      (139,806)          (453,988)

Cash flows from investing activities                       
 Purchases of property and equipment             (479,270)           (80,765)
 Cash acquired from medical practices             337,484                  -
 Purchase of investments                         (120,108)        (7,561,539)
 Purchase of intangibles                         (782,476)           (22,047)
      Net cash (used in) provided by 
       investing activities                    (1,044,370)        (7,664,351)

Cash flows from financing activities                       
 (Payments on) proceeds from line-of-
  credit and note payable                        (750,437)            46,537
 Proceeds from sales of equity                     12,130         10,160,000
 Payments on notes payable and due to                            -
  seller                                       (2,391,795)                 -
 Deferred offerings costs paid                          -         (1,861,825)
 Payments on capital leases                       (69,140)          (157,397)
      Net cash (used in) provided by         
       financing activities                    (3,199,242)         8,187,315

Cash (decrease) increase                       (4,383,418)            68,976

Cash at beginning of period                     5,636,433                  0

Cash at end of period                           1,253,105           $ 68,976

Supplemental disclosures of interest paid:
     Interest paid on borrowings for the nine months ended March 31,
     1996 and March 31, 1997 was $72,636 and $279,878, respectively.





                Consolidated Statements of Cash Flow


Continued from previous page.

Supplemental disclosure of noncash investing and financing
activities:
     In the nine months ended March 31, 1997, the Company added three
     medical practices, and reported each on a Form 8-K.  The
     purchase prices combined were allocated as follows:

Assets acquired                               
 Cash                                                $   337,484
 Accounts receivable                                     704,362
 Property and equipment                                  138,731
 Prepaid expense and other                                 6,116
                                                       1,186,693
Liabilities assumed                           
 Accounts payable and accrued expenses                   247,716
 Net assets acquired                                     938,977
 Fair value of common stock issued                     3,282,066
 Due to sellers - accounts and notes payable-current   4,481,944
 Due to sellers - notes payable - long- term             305,556
                                                   $   7,130,589

Additionally, the Company acquired $280,488 of property and equipment
under capital leases.




Note 1 - Summary of Accounting Policies

The  summary  of  the  Company's significant accounting  policies  is
incorporated by reference to the Company's Annual Report on Form  10-
KSB for the fiscal year ended June 30, 1996.

The accompanying unaudited condensed financial statements reflect all
adjustments which, in the opinion of management, are necessary for  a
fair  presentation  of the results of operations, financial  position
and   cash  flows.   The  results  of  the  interim  period  are  not
necessarily indicative of the results for the full year.

Reclassifications

Certain   amounts  in  the  March  31,  1996  consolidated  financial
statements have been reclassified to conform with the March 31,  1997
presentation.

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

Forward-Looking Statements

The  statements contained in this Report on Form 10-QSB that are  not
purely  historical are 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, including statements regarding  the
Company's expectations, hopes, intentions or strategies regarding the
future.  All forward-looking statements included in this document are
based on information available to the Company on the date hereof, and
the  Company assumes no obligation to update any such forward-looking
statements.   It  is  important to note  that  the  Company's  actual
results  could  differ materially from those in such  forward-looking
statements.   Among  the factors that could cause actual  results  to
differ  materially are the risk factors set forth  in  the  Company's
Registration  Statement on Form SB-2 (Registration  No.  33-99530-D).
The  reader should consult these risk factors as well as risk factors
listed from time to time in the Company's reports on Forms 10-QSB, 10-
KSB and filings under the Securities Act of 1933, as amended.

These forward-looking statements include the plans and objectives  of
management  for  future operations, including  plans  and  objectives
relating  to  the  possible further capitalization of  the  insurance
subsidiary,   acquisitions   of  additional   complementary   medical
practices,   establishment  and  management  of  new   clinics,   and
attainment of additional financing.

The  forward-looking statements included herein are based on  current
expectations   that   involve  numerous  risks   and   uncertainties.
Assumptions relating to the foregoing involve judgments with  respect
to, among other things, the Company's ability to secure financing for
acquisitions  and capital expenditures, future economic,  competitive
and market conditions and future business decisions, all of which are
difficult  or impossible to predict accurately and many of which  are
beyond  the  control of the Company.  Although the  Company  believes
that  the  assumptions underlying the forward-looking statements  are
reasonable,   any  of  the  assumptions  could  be  inaccurate   and,
therefore,  there  can  be  no  assurance  that  the  forward-looking
statements included in this Form 10-QSB will prove to be accurate.

In  addition, the business and operations of the Company are  subject
to  substantial risks which increase the uncertainty inherent in such
forward-looking  statements.  These risk  factors  are  discussed  in
detail in the Company's Registration Statement on Form SB-2 which was
declared  effective  by  the Securities and  Exchange  Commission  on
February  6,  1996 (Registration No. 33-99530-D).  Any of  the  other
factors disclosed under "Risk Factors" in such Registration Statement
could  cause  the  Company's revenues or net  income,  or  growth  in
revenues  or  net  income, to differ materially from  prior  results.
Budgeting  and  other  management decisions are  subjective  in  many
respects   and  thus  susceptible  to  interpretations  and  periodic
revisions  based on actual experience and business developments,  the
impact  of  which  may  cause  the  Company  to  alter  its  finance,
marketing,  capital expenditure or other budgets, which may  in  turn
affect  the  Company's  results of operations.   In  light  of  these
significant  uncertainties  inherent in  forward-looking  information
included  herein,  the inclusion of such information  should  not  be
regarded as a representation by the Company or any other person  that
the objectives or plans of the Company will be achieved.

Item  2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)

Liquidity and Capital Resources

As  of  March 31, 1997, the Company's principal sources of  liquidity
included cash and cash equivalents of  $1,253,015, restricted cash of
$550,000  and  other current assets totaling $3,552,362 resulting  in
total  current  assets  of  $5,355,377.   Current  liabilities   were
$5,328,286 which resulted in working capital of $27,091 and a current
ratio of 1.01 to 1.  The Company also had investments of $1.8 million
in  "other  assets", consisting of U.S. treasury  notes  maturing  in
excess  of  one year from March 31, 1997 and therefore classified  as
long  term assets.  Of this amount, $1.1 million is reserved for RMAC
claims  and  $.7 million can be utilized by the Company  for  general
corporate  purposes.  These U.S. treasury notes  could  be  sold  and
converted to cash at any time, and would effectively increase working
capital to $1,876,953 and increase the current ratio to 1.34 to 1.

During  the nine months ended March 31, 1997, the Company's liquidity
decreased  primarily  due  to acquisitions of  complementary  medical
practices undertaken by the Company's affiliate, The Physician  Group
and  the  addition  of  those practices to the  Company's  management
portfolio, and due also to the acquisition and capitalization of  the
insurance  subsidiary.  The Company also made several investments  in
its   information  systems  including  development  of  its  practice
management system, a marketing and clinical management software suite
and  its  accounting system.  Lastly, the Company  has  continued  to
invest in equipment for its clinics including the addition of therapy
service equipment in several of its clinics.

The  Company anticipates that, in future periods, the Company and The
Physician  Group  will have increasing working  capital  and  capital
expenditure  needs  as  the  Company continues  its  expansion.   The
expense  of opening new facilities, which may include the leasing  or
purchase of capital equipment including office, computer and  medical
equipment,  can be substantial.  The Company estimates that  each  of
the  facilities it manages requires a minimum of $80,000  of  medical
equipment.   To  the  extent capital equipment can  be  leased  at  a
reasonable  cost,  the  Company  anticipates  leasing  such   capital
equipment in order to conserve working capital.  Conversely,  if  the
interest expense associated with the leasing of capital equipment  is
unacceptable to the Company, the Company may purchase such  equipment
from  the  funds  allocated to the opening of  new  facilities.   The
Company may also acquire equipment in connection with the addition of
practices  to  its management portfolio.  Additionally,  the  Company
will  seek  additional  physicians' practices and  continue  to  meet
capitalization requirements for its insurance subsidiary.

Based  on these expectations, the Company initiated discussions  with
institutional  lenders for the purpose of securing a working  capital
credit facility and refinancing existing seller notes.  On April  15,
the  Company  successfully  completed a transaction  with  HealthCare
Financial  Partners that included a $5.0 million accounts  receivable
based working capital facility and a $1.5 million term loan facility.
Under  the  terms of the working capital credit facility, the  lender
will  advance  an amount of up to 80% of eligible receivables.   Both
facilities  have a two-year final maturity.  At closing, the  Company
borrowed  $2.9  million  allocating  $2.7  million  of  the   initial
borrowing   to  refinance  seller  notes,  $100,000  for  transaction
expenses  and $100,000 for working capital purposes.     The  Company
will  require additional financing if acquisitions continue in future
periods  at historical rates. The Company will continue to  have  its
discussions  with various capital providers in an effort  the  secure
growth capital for future periods.

Item  2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)

Liquidity and Capital Resources (continued)

The Company closed its initial public offering in February 1996.  The
Company sold a total of 1,840,000 Units, each Unit consisting of  one
share of Common Stock and one Warrant to purchase an additional share
of  Common Stock.  The Units were sold at a price of $5.25  per  Unit
providing the Company with gross offering proceeds of $9.66  million.
After  payment of expenses associated with the offering, the  Company
received proceeds in excess of $7.9 million.  Since the offering, the
Company  has used a significant portion of the net proceeds from  the
offering:  1)  to  finance the acquisition and capitalization  of  an
insurance  company subsidiary; 2) to add five complementary   medical
clinics;  3)  to  establish and begin managing a new  clinic;  4)  to
expand  sales  and  marketing programs; and 5) for other  operational
purposes.

In  November  1995,  the Company raised $500,000  of  gross  proceeds
($397,500  in net proceeds) by issuing a total of 400,000  shares  of
Series A Convertible Preferred Stock.  Each share of Preferred  Stock
automatically converted into one share of the Company's Common  Stock
on the completion of the Company's initial public offering.  Proceeds
of  the private offering were used to reduce accounts payable, to pay
expenses associated with the offering and to fund working capital.

The  transactions relating to the five medical practices now  managed
by the Company were each reported on Form 8-K.  The transactions were
effective:  1) February 1996, in Lancaster, Texas (a Dallas  suburb);
2)  May 1996, in Baytown, Texas (a Houston suburb); 3) July 1996,  in
El  Paso, Texas 4) July 1996, in Carrollton, Texas (a Dallas suburb);
and 5) August 1996, in central Fort Worth, Texas.  The acquisition of
the  insurance  company subsidiary occurred  on  June  30,  1996,  as
reported  on Form 8-K dated July 9, 1996.  The cash payments  due  in
four  of  the  five medical practice transactions and  the  insurance
subsidiary  acquisition were paid in the quarter ended September  30,
1996.  The acquisition of the insurance subsidiary contributed assets
including  cash  of  $1.1  million  and  short-term  investments   of
$999,000,  consisting of $949,000 in U.S. treasury bills and  $50,000
in  a  certificate of deposit.  Those assets are partially offset  by
the  insurance  subsidiary claims of $1.462 million estimated  to  be
payable over the course of several years.

Item  2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)

Results of Operations

The  following  table  sets  forth, for the  periods  indicated,  the
percentage of total revenues represented by certain items included in
the Company's Unaudited Consolidated Statements of Operations:

                Consolidated Statements of Operations
                             (Unaudited)

                                                Nine Months Ended
                                                    March 31,
                                                1997         1996
                                                           
Revenues                                                   
     Total revenues                                        
                                              100.0%       100.0%
                                                           
Costs                                                      
     Cost of services provided                 49.5         49.3
     General and administrative                51.4         45.0
     Marketing expense                          2.5          2.0
     Development/acquisition costs              3.7            -
          Total costs                         107.1         96.3

(Loss) income from operations                  (7.1)         3.7

Other income (expense)                                     
     Interest income                            3.0          1.6
     Interest expense                          (3.4)        (2.4)
          Total other income (expenses)         (.4)         (.1)

Income before income taxes                     (7.5)         2.8

Income tax benefit                              1.8          1.0

Net (loss) income                              (5.7)%        3.8%



Item  2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)

Comparison of Nine Months Ended March 31, 1997 and 1996

Revenues.   Net  revenues for the nine months ended  March  31,  1997
increased  by  $5,313,163 or 178.6% to $8,288,724  from  revenues  of
$2,975,561 achieved for the nine month period ended March  31,  1996.
Revenues  are  derived  primarily from the  management  of  physician
practices engaged in the diagnosis, treatment and management of work-
related  injuries  and illnesses and from other  occupational  health
care  services such as employment-related physical examinations, drug
and  alcohol  testing, functional capacity testing and other  related
programs.   The  growth  in  the current period  is  attributable  to
management's efforts related to five factors: 1) the addition of five
medical  practices;   2) the Company's ability to capture  additional
market share; 3) the further development of the facilities managed by
the  Company; 4) the start-up of a clinic in south Fort Worth,  Texas
in April 1996 and; 5) the marketing of additional services in several
of  the  clinics.  The Garland and Arlington, Texas facilities opened
in  mid-1994.  These two facilities are now past the start-up  stages
when  revenues  were  minimal  and  both  facilities  are  now  fully
operational.   The  Company  has experienced  same  facility  revenue
growth  of  19.5% on its four existing facilities in the nine  months
ended  March  31, 1997 over the same nine months one year  ago.   The
addition   of  the  five  medical  practices  generated  revenue   of
approximately  $4,679,297 in the nine months ended  March  31,  1997,
whereas there was no revenue from these facilities in the nine months
ended March 31, 1996.  Revenues in the nine month periods ended March
31,  1997  and 1996 reflect some seasonality.  From November  through
January,  factors  such  as plant closings,  vacations  and  holidays
result in fewer occupational injuries and illnesses.  Also, employers
generally hire fewer employees in the calendar year's fourth quarter,
thus reducing the number of pre-hiring physical examinations and drug
and  alcohol tests during this period.  Accordingly, revenues and net
income  during  the  Company's  second fiscal quarter  of  each  year
ending  December 31 and to a lesser extent the third  fiscal  quarter
ending  March  31, will tend to be somewhat lower than the  remaining
quarters of the fiscal year.

Cost  of  Services Provided.  Cost of services provided for the  nine
months ended March 31, 1997 was $4,098,730, an increase of $2,630,912
or  179.2%  from  the comparable 1996 period.  As a  percent  of  net
revenues,  cost of services was 49.5%, an increase of  .2%  from  the
49.3%  level  of the same nine month period one year ago.   With  the
exception  of  physician  compensation and  other  medical  personnel
costs,  these  expenses are largely variable.   These  expenses  were
higher  as  a percentage of revenue in the second and third  quarters
due  to  the  more  pronounced decline in  revenue  due  to  seasonal
factors.  In the third quarter, the Company launched a cost reduction
plan which included restructuring of several physician contracts  and
consolidation of its vendor relationships.



Item  2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)

General and Administrative.  General and administrative expenses  for
the nine months ended March 31, 1997, were $4,260,561, an increase of
$2,921,756 or 218.2%, over expenses of $1,338,805 in the same  period
in  1996.   As  a  percent  of revenues, general  and  administrative
expenses  were 51.4%, an increase of 6.4% from 45% for the same  nine
month  period  a  year ago.  The increase over  the  prior  year  was
primarily  due  to  the increased costs associated  with  becoming  a
public  company, indirect expenses related to the expansion  activity
commenced  in February 1996, and general and administrative  expenses
for  the  insurance  subsidiary.  Since these  expenses  are  largely
fixed, the Company is negatively impacted by the seasonal decline  in
revenue  in  the second quarter and to a lesser extent in  its  third
quarter.   The  Company's third quarter results were also  negatively
impacted  by several non-recurring expenses.  These expenses included
expense  related  to the registration and valuation of  non-qualified
options  granted to a vendor for services rendered,  start  up  costs
associated  with  a  recently  enacted  401(k)  Plan,  legal  expense
associated  with  RMAC potentially doing business  in  Louisiana  and
relocation expenses.

Marketing  Expenses.  Marketing expenses were $210,307 for  the  nine
months  ended March 31, 1997 compared to $59,297 for the nine  months
ended March 31, 1996, or 2.5% compared to 2.0% of revenues during the
respective  periods.   The  addition of  medical  practices  was  the
primary  factor  contributing  to the  increase.   Additionally,  the
Company  began  marketing  RMAC's insurance  product  in  the  second
quarter.   The  Company  intends to expand  marketing  activities  by
selling  additional services to existing customers, marketing medical
services  to new customers and  introducing RMAC's insurance  product
to the its customer base.

Development  and Acquisition Costs.  The Company had  no  development
and  acquisition costs in the quarter ended March 31, 1996,  but  had
$307,265  of  such  costs in the nine months ended  March  31,  1997.
These  costs  equaled 3.7% of revenues in the nine month  period  and
were  a  result of the Company's expansion activities  in  two  major
areas:  (1) pursuing and negotiating affiliations or agreements  with
physicians  who have established occupational medicine  practices  or
patient bases which can be served in an occupational medical setting;
and (2) development costs for the insurance subsidiary.  In the third
quarter,  the  Company  eliminated several  staff  positions  in  the
business development and insurance division to better align its costs
with near term opportunities.

Other  Income or Expense.  Interest income for the nine months  ended
March  31,  1997  of $245,303 was 3.0% of revenues,  as  compared  to
$47,422  interest income for the same nine months in 1996.   Interest
income  was  earned  from funds invested from  the  proceeds  of  the
initial  public  offering and from the interest  bearing  investments
held by the insurance subsidiary.  Interest expense increased in  the
nine  months  ended March 31, 1997 to $279,878 from $72,636  for  the
nine  months  ended  March 31, 1996.  A significant  portion  of  the
existing  debt  at March 31, 1997 is seller financing  in  connection
with  the  addition of five clinics.  A significant  portion  of  the
seller financing was refinanced with the proceeds from the HealthCare
Financial  Partners  transaction completed on April  15,  1997.   The
Company anticipates  an increase in interest expense related to  this
refinancing  in the fourth quarter of this fiscal year.

Item  2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)

Net  Income.   As  a  result  of  the  factors  described  above,  in
particular, the factors contributing to increased revenue,  increased
general and administrative expenses and interest expense, the Company
had net loss of $(622,714) before income tax in the nine months ended
March 31, 1997, or (7.5)% of revenues, as compared to $84,427 of  net
income, or 2.8% of revenues, in the nine months ended March 31, 1996.
In  the nine month period ended March 31, 1997, net loss after a  net
income  tax  benefit  of $148,000 totaled $(474,714),  or  (5.7)%  of
revenues, as compared to $114,427 net income, or 3.8% of revenues  in
the  nine months ended March 31, 1996.  At June 30, 1996, the Company
had  approximately $1.149 million of net operating loss carryforwards
(for  income tax reporting purposes) which expire in the  years  2008
through  2010.   However, the use of net operating loss carryforwards
may  be limited or reduced due to the change in ownership as a result
of  the  February 1996 public offering, and, accordingly, the Company
may  be  able  to  utilize only a portion of its net  operating  loss
carryforwards.  The impairment of the tax benefit as a result of  the
net  operating  loss carryforwards was reduced from $324,000  in  the
nine  months  ended  March 31, 1997 due to the  addition  of  medical
practices during that period and the historical profitability of such
practices, resulting in a $175,000 deferred tax benefit on the income
statement.    Additionally,  the  Company  has  accrued  $27,000   of
franchise  taxes due to certain states resulting in  a  $148,000  net
deferred tax benefit.

                      PART II OTHER INFORMATION
                                  

ITEM 1         LEGAL PROCEEDINGS

               NONE

ITEM 2         CHANGES IN SECURITIES

               NONE

ITEM 3         DEFAULTS UPON SENIOR SECURITIES

               NONE

ITEM 4         SUBMISSION TO MATTERS TO A VOTE OF SECURITY HOLDERS

               (a)  The annual meeting of shareholders was held March 10, 1997.

               (b)  The following were elected directors with terms until their
                    successor shall have been duly elected and qualified.

                              Votes for             Votes Witheld
                                                  
Donald F. Angle M.D.          4,189,882                 102,744
Carl S. Luikart M.D.          4,189,882                 102,744
Thomas J. Edwards             4,276,700                  15,926
John P. Kennedy               4,276,700                  15,926
Dale W. Willetts              4,189,882                 102,744
W. Howard Haun                4,276,700                  15,926
Stephen W. Cavanaugh          4,276,700                  15,926

               (c)  To consider and act upon a proposal to approve amendments
                    to, and a restatement of, the Company's 1995 Omnibus Stock
                    Option Plan to (i) permit the issuance of an additional
                    500,000 shares of common stock pursuant to the Plan, and
                    (ii) to simplify administration of the Plan in accordance
                    with revisions to Section 16 of the Securities exchange
                    act of 1934.

                      For                              2,430,386
                      Against                             63,306
                      Abstain                             30,190
                      Not voted                        1,768,744

               (d)  To ratify the appointment of Ehrhardt Keefe Steiner &
                    Hottman PC as auditors of the Company.

                      For                              4,141,933
                      Against                             19,205
                      Abstain                            131,408

               (e)  In their discretion, the proxies are authorized to vote upon
                    such other business as may properly come before the meeting
                    or any and all adjournments thereof.

                      For                              4,020,356
                      Against                             29,435
                      Abstain                            228,440
                      Not voted                        14,395

ITEM 5         OTHER INFORMATION

               NONE

ITEM 6         EXHIBITS AND REPORTS ON FORM 8-K:

(a)Exhibits

27             Financial data schedule

(b) Reports on Form 8-K - None


                             SIGNATURES


In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                              THE COMPANY DOCTOR
                              (Registrant)


Date: May 15, 1997                 By: /s/ Shaun P. Mahoney

                                             Shaun P. Mahoney
                                             Chief Financial Officer



Date: May 15, 1997            By: /s/ Donald F. Angle

                              Donald F. Angle, M.D.
                              Chairman, President, Chief Executive Officer,