SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                         Form 10-QSB/A-2

 x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934.
                                
        For the Quarterly Period Ended  December 31, 1996

                               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
   (State   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
                   (IssuerOs 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 5,017,008 shares of the Issuer's common stock, at par value
                       of $.01 per share,
              outstanding as of December 31, 1996.


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

                     Consolidated Balance Sheet
<TABLE>
<CAPTION>
                                         December 31,     June 30,
                                             1996           1996
                                          Unaudited
                               Assets
<S>Current assets                             <C>          <C>
 Cash and cash equivalents               $1,806,904      $5,636,433
 Restricted cash                            550,000         500,000
 Short-term investments                   1,646,214       4,250,357
 Accounts receivable                                       
   Trade, less allowance for doubtful                        
accounts of $245,000 at December 31, 1996
and $105,000 at June 30, 1996              1,927,273      1,097,308
   Related parties                           227,938        113,117
   Other                                      87,468         85,348
 Prepaid expenses                            339,273         97,767
      Total current assets                 6,585,070      8,780,330
                                                         
Property and equipment                     2,583,397      1,536,898
Less accumulated depreciation and                          
amortization                              (1,306,429)      (659,394)
                                           1,276,968        877,504
Other assets                                               
 Intangibles, net                          9,068,500      1,688,314
 Other assets                                731,568        563,406
 Investments                               1,592,835      1,630,453
      Total other assets                  11,392,903      3,882,173
                                                           
Total assets                             $19,254,941    $13,540,007
                                                           
                Liabilities and Stockholders' Equity
Current liabilities                                        
 Notes payable                              $602,194     $1,271,357
 Notes payable - due to sellers            3,069,036        987,010
 Current maturities of capital lease                              
  obligations                                 56,188         52,501
 Accounts payable and accrued expenses     1,083,767        338,077
 Claims payable                              407,545        350,000
      Total current liabilities            5,218,730      2,998,945
                                                                                                     
Long-term liabilities                                      
 Capital lease obligations, net of
  current maturities                         200,012         79,644
 Notes payable - due to sellers              243,590             -
 Claims payable                            1,054,353      1,393,107
      Total liabilities                    6,716,685      4,471,696
                                                           
Common stock subject to mandatory                          
registration rights, 430,004 (December                     
31, 1996) and $0 (June 30, 1996) shares                    
issued and outstanding                     3,982,500             -
                                                                                                        
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; 4,587,004 and                           
 4,676,494 shares issued and outstanding                           
 at December 31, 1996 and June 30, 1996,       
 respectively                                  45,871        46,765   
 Additional paid-in-capital                 9,567,936    10,255,346
 Accumulated equity                        (1,058,051)   (1,233,800)
      Total stockholders' equity            8,555,756     9,068,311
                                                         
Total liabilities and stockholders equity $19,254,941   $13,540,007
                                                         
</TABLE>

                Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                          For the Three Months Ended
                                                 December 31,
                                              1996            1995
                                           (Unaudited)
<S>                                        <C>              <C>
Revenues                                   $2,655,003       $1,036,533
                                                           
Cost of services provided                   1,370,911          512,554
General and administrative expenses         1,286,056          470,562
Marketing expenses                             52,855            4,553
Development and acquisition costs             134,597               -
                                            2,844,419          987,669
                                                           
Income (loss) from operations                (189,416)          48,864
                                                           
Other income (expense)                                     
 Interest expense                             (29,365)         (22,786)
 Interest income and other                     77,945               -
     Total other income (expenses)             48,580          (22,786)
                                                           
Net income (loss) before income taxes        (140,836)          26,078
                                                           
Income tax benefit                                 -                -
                                                           
Net income (loss)                           $(140,836)         $26,078
                                                           
Net income (loss) per common share              $(.03)            $.01
                                                           
Weighted average common shares                               
 outstanding                                 5,017,008         2,261,799
</TABLE>

                Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                For the Six Months Ended
                                                     December 31,
                                                  1996           1995
                                                      (Unaudited)
<S>                                                 <C>          <C>
Revenues                                      $5,444,001        $1,986,173
                                                           
Cost of services provided                      2,584,947           934,478
General and administrative expenses            2,655,745           918,655
Marketing expenses                               114,927            29,203
Development and acquisition costs                222,482                -
                                               5,578,101         1,882,336
                                                           
Income (loss) from operations                   (134,100)          103,837
                                                           
Other income (expense)                                     
 Interest expense                                (39,348)          (48,766)
 Interest income                                 174,197                -
     Total other income (expenses)               134,849           (48,766)
                                                           
Net income before income taxes                       749            55,071
                                                           
Income tax benefit                               175,000                -
                                                           
Net income                                      $175,749           $55,071
                                                           
Net income per common share                     $    .03           $   .02
                                                           
Weighted average common shares                 5,031,509         2,210,001
outstanding                                 
                                             
</TABLE>
                                  
                                  
                                  
                                  
                                  
                Consolidated Statements of Cash Flow
<TABLE>
<CAPTION>
                                                For the Six Months Ended
                                                     December 31,
                                                   1996          1995
                                                      (Unaudited)
<S>                                                  <C>          <C>
Cash flows from operating activities                       
 Net income                                       $175,749       $55,071
 Adjustments to reconcile net income to                     
  net cash (used in) provided by operating
  activities
   Depreciation and amortization                   340,005        69,246
   Deferred tax asset                             (175,000)           -
   Adjustment to claims payable                   (123,372)           -
   Change in assets and liabilities                        
     Accounts receivable                          (242,544)      (74,952)
     Prepaid expenses                             (235,390)      (31,212)
     Other assets                                    6,838       (32,190)
     Checks written in excess of bank                   -        (18,265)
      balance                                     
     Accounts payable and accrued                  497,974       (39,680)
      expenses                                    
     Claims payable                               (157,837)           -
                                                   (89,326)     (140,969)
      Net cash (used in) provided by                86,423       (85,898)
       operating activities                       
                                                           
Cash flows from investing activities                       
 Purchases of property and equipment              (217,609)      (40,762)
 Cash acquired from medical practices              337,484            -
 Purchase of investments                          (408,239)           -
 Purchase of intangibles                          (468,121)           -
      Net cash (used in) provided by              (756,485)      (40,762)
       investing activities                       
                                                           
Cash flows from financing activities                       
 (Payments on) proceeds from line-of-             (669,163)       81,690
  credit and note payable                     
 Proceeds from sales of equity                      12,130            -
 Payments on notes payable and due to           (2,461,884)           -
  seller                                      
 Net proceeds from private placement                    -          445,000
   preferred stock                              
 Deferred offerings costs paid                          -         (269,687)
 Payments on capital leases                        (40,550)       (119,539)
      Net cash (used in) provided by            (3,159,467)        137,464
       financing activities                        
                                                           
Cash (decrease) increase                        (3,829,529)         10,804
                                                           
Cash at beginning of period                      5,636,433               0
                                                           
Cash at end of period                           $1,806,904         $10,804
</TABLE>

Supplemental disclosures of interest paid:
     Interest paid on borrowings for the six months ended December
     31, 1995 and December 31, 1996 was $48,766 and $39,348,
     respectively.
                                  
                Consolidated Statements of Cash Flow


Continued from previous page.

Supplemental disclosure of noncash investing and financing
activities:
     In the six months ended December 31, 1996, the Company added
     three medical practices, and reported each on a Form 8-K.  The
     purchase prices combined were allocated as follows:


<TABLE>
<CAPTION>
<S>                                           <C>
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
</TABLE>
Additionally, the Company acquired $164,605 of property and equipment
under capital leases.




Note 1 - Summary of Accounting Policies

The  summary  of  the Company's significant accounting  policies  are
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  December 31, 1995  consolidated  financial
statements  have been reclassified to conform with the  December  31,
1996 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
obtainment 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.

Liquidity and Capital Resources

As of December 31, 1996, the Company's principal sources of liquidity
included cash and cash equivalents of  $1,806,904, restricted cash of
$550,000  and  other current assets totaling $4,228,166 resulting  in
total  current  assets  of  $6,585,070.   Current  liabilities   were
$5,218,730  which  resulted in working capital of  $1,366,340  and  a
current  ratio  of  1.26 to 1.  The Company also had  investments  of
$1.593  million in "other assets", consisting of U.S. treasury  notes
maturing  in excess of one year from December 31, 1996, and therefore
classified as long-term assets.  These U.S. treasury notes  could  be
sold  and  converted  to  cash  at any time,  and  would  effectively
increase working capital to $2,959,175 and increase the current ratio
to 1.57 to 1.

During  the  six  months  ended  December  31,  1996,  the  Company's
liquidity  decreased primarily due to acquisitions  of  complementary
medical   practices  undertaken  by  the  Company's  affiliate,   The
Physician Group, and due to the acquisition and capitalization of the
insurance  subsidiary.   The  Company  anticipates  that,  in  future
periods,  the Company and The Physician Group will seek  to  conclude
additional  acquisitions of physicians' practices and  the  Company's
continued capitalization of the insurance subsidiary.  Based on  this
expectation, the Company has initiated discussions with institutional
lenders  for  the  purpose  of  securing  a  working  capital  and/or
acquisition  credit facility.  Should the Company be unsuccessful  in
securing  a  facility of this nature, or in securing other financing,
the  Company  could  be  required to reduce or eliminate  acquisition
activities.   The  Company  will  require  additional  financing   if
acquisitions continue in future periods at historical rates.

       The   Company  currently  has  no  commitments   for   capital
expenditures,  although  the  Company anticipates  that  its  working
capital  needs and capital expenditures will increase as the  Company
continues  its expansion.  The expense of opening of 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  managed  by  it
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
acquisitions of practices.

     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 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.

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.

In  connection with the initial public offering, certain stockholders
deposited  a total of 150,000 shares of common stock into  an  escrow
account.   The  shares of common stock were to  be  released  to  the
stockholders  only if the Company's earnings per share for  the  year
ended  December  31, 1996 equaled or exceeded $.25  per  share.   The
earnings requirement was not satisfied, and the 150,000 shares  shall
be  canceled  and returned to the Company's authorized  but  unissued
common stock.

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 Statements of Operations:


                Consolidated Statements of Operations
                             (Unaudited)
<TABLE>
<CAPTION>
                                                Six Months Ended
                                                  December 31,
                                               1996         1995
<S>                                            <C>          <C>
Revenues                                                   
     Total revenues                           100.0%       100.0%
                                                           
Costs                                                      
     Cost of services provided                 47.5         47.0
     General and administrative                48.8         46.3
     Marketing expense                          2.1          1.5
     Development/acquisition costs              4.1          -
          Total costs                         102.5         94.8
                                                           
(Loss) income from operations                  (2.5)         5.2
                                                           
Other income (expense)                                     
     Interest income                            3.2           -
     Interest expense                           (.7)        (2.5)
          Total other income (expenses)         2.5         (2.5)
                                                           
Income before income taxes                        -          2.7
                                                           
Income tax benefit (expense)                    3.2           -
                                                           
Net income                                      3.2%         2.7%
</TABLE>

Comparison of Six Months Ended December 31, 1996 and 1995

Revenues.   Net revenues for the six months ended December  31,  1996
increased  by $3,457,828 or 174.1% to $5,444,001 from the  $1,986,173
revenue  level achieved for the same six month period ended  December
31,  1995.   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 managements efforts related to four 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, and 4) the start-up of a clinic in
south  Fort Worth, Texas in April 1996.  The Company anticipates  all
four factors will continue to improve future revenues.  Same facility
growth in the five medical practices acquired and the start-up clinic
in  south  Ft. Worth are anticipated to parallel growth  in  existing
clinics  in  the future.  The Company has experienced  same  facility
revenue  growth  of 21% on its four existing facilities  in  the  six
months ended December 31, 1996 over the same six months one year ago.
The  addition of the five medical practices commencing February  1996
generated revenue in the six months ended December 31, 1996,  whereas
there  was  no revenue from these facilities in the six months  ended
December  31, 1995.  Revenues in the six month period ended  December
31  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 first and second fiscal quarters of  each  year
(quarters  ended September and December), will tend  to  be  somewhat
lower than the remaining quarters of the fiscal year.

Cost  of  Services Provided.  Cost of services provided for  the  six
months  ended  December  31,  1996 was  $2,584,947,  an  increase  of
$1,650,469 or 176.6% from the comparable 1995 period.  As  a  percent
of  net revenues, cost of services was 47.5%, an increase of .4% from
the  47.1% level of the same six month period one year ago.  Although
these expenses are largely variable, they were negatively affected by
the  more  pronounced  decline in revenue due  to  seasonal  factors.

General and Administrative.  General and administrative expenses  for
the  six months ended December 31, 1996, were $2,655,745, an increase
of  $1,737,090,  or  189.1%, over expenses of $918,655  in  the  same
period in 1995.  As a percent of revenues, general and administrative
expenses were 48.8%, an increase of 2.5% from 46.3% for the same  six
month  period  a  year ago.  The increase over  the  prior  year  was
accounted  for  by  the  larger revenue  base,  the  increased  costs
associated with becoming a public company, indirect expenses  related
to  the  expansion  activity commenced in  February  1996,  and  some
general  and  administrative expenses for the  insurance  subsidiary.
Since these expenses are largely fixed, they were negatively impacted
by the historical seasonal decline in revenues.

Marketing Expenses.  Marketing expenses were $114,927 at December 31,
1996  compared to $29,203 at December 31, 1995, or 2.1%  compared  to
1.5%  of  revenues during the respective periods.   The  addition  of
medical practices was the primary factor contributing to the increase
over  the six months ended December 31, 1995.  The Company does  plan
to maintain the current level of activity into the future to continue
to market to existing clients and new markets.

Development  and Acquisition Costs.  The Company had  no  development
and  acquisition costs in the December 1995 quarter, but had $222,482
of such costs in the six months ended December 31, 1996.  These costs
equaled 4.1% of revenues in the 1996 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.

Other  Income  or Expense.  Interest income for the six months  ended
December 31, 1996 of $174,197 was 3.2% of revenues, as compared to no
interest income for the same six months in 1995.  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 decreased in the six  months
ended  December 31, 1996 to $39,348 from $48,776 for the  six  months
ended  December  31,  1995.  However, a significant  portion  of  the
existing  debt  at December 31, 1996 was incurred in connection  with
the acquisition of five clinics approximately mid-way through the six
month  period.   Accordingly,  the  Company  anticipates  significant
increases  in  interest expense related to this  debt  in  the  third
quarter of fiscal 1997.

Net  Income.   As  a  result  of  the  factors  described  above,  in
particular,  the  factors  contributing to  increased  revenues,  the
Company had net income of $749 before income tax in the six months
ended  December 31, 1996, or .0% of revenues, as compared to $55,071
of  net income, or 2.8% of revenues, in the six months ended December
31,  1995.   In  the six month period ended December  31,  1996,  net
income  after a net income tax benefit of $175,000 totaled  $175,749,
or  3.2%  of revenues, as compared to $55,071 net income, or 2.8%  of
revenues  in  the six months ended December 31, 1995.   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  six  months ended December 31,  1996  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.


                      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 OF MATTERS TO A VOTE OF SECURITY HOLDERS

               NONE

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


<TABLE>
<CAPTION>

     Type              Date of Event                         Event Reported
<S>                        <C>                                      <C>
Form 8-K               November 4, 1996               Authorization of plan  to
                                                      repurchase    outstanding
                                                      common stock.
                                        
Form 8-K               September 20, 1996             Acquisition  of  Beltline
                                                      North Occupational Health
                                                      Clinic.
                                        
Form 8-K/A             August 21, 1996                Financial statements  and
                                                      proforma  for acquisition
                                                      of   The   Doctors   Inn,
                                                      Incorporated.
                                        
Form 8-K/A             August 28, 1996                Financial statements  and
                                                      proforma  for acquisition
                                                      of  the  Northside Family
                                                      Medical Center.
</TABLE>

                             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: April 9, 1997                By: /s/ Shaun P. Mahoney

                                           Shaun P. Mahoney
                                           Chief Financial Officer



Date: April 9, 1997                By: /s/ Donald F. Angle
                                           Donald F. Angle, M.D.
                                           Chairman,  President,  Chief 
                                           Executive Officer,