Form 10-QSB

            U.S. Securities and Exchange Commission

                     Washington, D.C. 20549

                          Form 10-QSB/A-1

          [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1996

                               OR

          [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                          EXCHANGE ACT

         For the transition period from        to

                 Commission File Number 1-14150

                         THE COMPANY  DOCTOR
(Exact Name of Small Business Issuer as Specified in its Charter)

              DELAWARE                       72-1234136
   (State or other Jurisdiction of         (I.R.S.  Employer
  Incorporation or Organization)          Identification No.)

5215 North O' Connor Blvd., Suite 1800, Irving, Texas    75039
(Address of Principal Executive Offices)             (Zip Code)

Issuer's telephone number, including area code:  (972) 401-8300


(Previous Address)                            (Previous Zip Code)

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act, during the
past 12 months and (2) has been subject to the filing
requirements for the past 90 days.   Yes X    No   .

State the number of shares outstanding of each of the Issuer's
classes of common stock, as  of the latest practicable date:

There were 5,018,008   shares of the Issuer's common stock, at
par value of $.01 per share, outstanding as of September 30,
1996.


                     Consolidated Balance Sheet
<TABLE>
<CAPTION>
                                           September 30,     June 30,
                                               1996           1996 
                                            Unaudited
Assets
<S>                                           <C>              <C>
Current assets
 Cash and cash equivalents                 $3,093,283       $5,636,433
 Restricted cash                              500,000          500,000
 Short-term investments                       999,341        1,250,357
 Accounts receivable
  Trade, less allowance for doubtful
   accounts of $259,000 at September 30,
   1996 and $105,000 at June 30, 1996       2,048,824        1,097,308
  Related parties                              72,754          113,117
  Other                                       122,628           85,348
  Prepaid expenses                            493,174           97,767
    Total current assets                    7,330,004        8,780,330

Property and equipment                      2,384,159        1,536,898
Less accumulated depreciation and
  amortization                            (1,242,964)         (659,394)
                                           1,141,195           877,504
Other assets
 Intangibles, net                          8,822,117         1,688,314
 Other assets                                797,117           563,406
 Investments                               1,610,225         1,630,453
 Total other assets                       11,229,459         3,882,173
                                         $19,700,658       $13,540,007

Liabilities and Stockholders - (Deficit) Equity
Current liabilities
 Notes payable                           $   740,127       $ 1,271,357
 Notes payable - due to sellers            3,245,985           987,010
 Current maturities of capital 
  lease obligations                           48,712            52,501
 Accounts payable and accrued expenses     1,067,379           338,077
 Claims payable                            1,649,964         1,743,107
      Total current liabilities            6,752,167         4,392,052

Long-term liabilities
 Capital lease obligations, net of
   current maturities                         72,518            79,644
 Notes payable - due to sellers              305,556                -
      Total liabilities                    7,130,241            79,644

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; 5,018,008
 and 4,676,494 shares issued and 
 outstanding at September 30, 1996 and
 June 30, 1996, respectively                 50,180            46,765
Additional paid-in-capital               13,551,377        10,255,346
Accumulated equity                       (1,031,140)       (1,233,800)
   Total stockholders' equity            12,570,417         9,068,311

Total liabilities and stockholders
  equity                               $ 19,700,658       $13,540,007
</TABLE>


                Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                            For the Three Months Ended
                                                   September 30,
                                            1996                  1995
                                                   (Unaudited)
<S>                                          <C>                  <C>

Revenues                                   $ 2,788,998      $   949,640

Cost of services provided                    1,216,648          421,924
General and administrative expenses          1,436,279          448,093
Marketing expenses                              62,072           24,650
Development and acquisition costs               87,885              -
                                             2,802,884          894,667

(Loss) from operations                         (13,886)          54,973

Other income (expense)
 Interest expense                              (45,706)         (25,980)
 Interest income                                96,252                -
   Total other income (expenses)                50,546          (25,980)

Net income before income taxes                  36,660           28,993

Income tax benefit                             166,000               -

Net income                                  $  202,660      $    28,993

Net income per common share                 $      .04      $       .01

Weighted average common shares
  outstanding                                5,545,647        2,209,616
</TABLE>



                Consolidated Statements of Cash Flow
<TABLE>
<CAPTION>
                                            For the Three Months Ended
                                                  September 30,
                                           1996                    1995
                                                   (Unaudited)
<S>                                         <C>                    <C>
Cash flows from operating activities
 Net income                              $ 202,660              $  28,993
 Adjustments to reconcile net income
  to net cash (used in) provided by 
  operating activities
   Depreciation and amortization           160,466                 34,453
   Deferred tax asset                     (175,000)                    -
   Change in assets and liabilities
    Accounts receivable                   (244,071)               (79,092)
    Prepaid expenses                      (390,016)                (6,423)                 
    Other assets                          (382,149)               (23,350)
    Checks written in excess of 
     bank balance                               -                 (18,265)
    Accounts payable and accrued
     expenses                              481,586                119,727
    Claims payable                         (93,143)                    -
                                          (642,327)                28,050
      Net cash (used in)
       provided by operating 
       activities                         (439,667)                57,043

Cash flows from investing activities
 Purchases of property and equipment      (181,384)                (5,957)
 Cash acquired from medical practices      337,484                     -
 Purchase of investments                   271,244                     -
 Purchase of intangibles                   216,907                     -
      Net cash (used in)
       provided investing 
       activities                          644,251                (5,957)

Cash flows from financing activities
 Proceeds from line-of-credit and
  note payable                              46,537                14,250
 Proceeds from exercised warrants
  and stock options                         17,380                    -
 Payments on notes payable and
  due to seller                         (2,800,736)                   -
 Deferred offerings costs paid                  -                (42,490)
 Payments on equipment leases              (10,915)              (19,560)
       Net cash provided
        by (used in) financing 
        activities                      (2,747,734)              (47,800)

Cash (decrease) increase                (2,543,150)                3,286

Cash at beginning of period              5,636,433                    -

Cash at end of period                 $  3,093,283           $     3,286
</TABLE>
Supplemental disclosures of interest paid:
     Interest paid on borrowings for the three months ended September
     30, 1995 and September 30, 1996 was $25,980 and $9,983,
     respectively.

Continued from previous page.

Supplemental disclosure of noncash investing and financing
activities:
     In the quarter ended September 30, 1996, the Company acquired
     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>




Note 1 - Summary of Accounting Policies

The  summary  of  the  Issuer's significant accounting  policies  are
incorporated by reference to the Company's annual report on Form  10-
KSB of 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  September 30, 1995 consolidated  financial
statements  have been reclassified to conform with the September  30,
1996 presentation.

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

Liquidity and Capital Resources

On  September  30, 1996, the Company had cash and cash equivalents of
$3,093,283 and restricted cash of $500,000;  in addition the  Company
had  other  current  assets totaling $3,736,721  resulting  in  total
current  assets  of $7,330,004.  Current liabilities were  $6,752,167
which resulted in a current ratio of 1.1 to 1.   The Company also had
investments of $1.610 million in "other assets",  which consisted  of
U.S. treasury notes maturing in excess of one year from September 30,
1996,  and therefore classified as long-term assets.   However, these
U.S.  treasury notes could be sold and converted to cash at any time,
and thus would effectively increase working capital to $2,188,062 and
increase the current ratio to 1.32 to 1.

The  Company  closed its initial public offering  (IPO)  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  IPO, the Company, has used part of the net proceeds  from
the offering: 1) to finance the acquisition and capitalization of  an
insurance  company  subsidiary;  2)  to  acquire  five  complementary
medical  clinics; 3) to establish and begin managing a  new  start-up
facility; 4) to expand sales and marketing programs; and 5) for other
working capital 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 and Carrollton, Texas (a Dallas suburb); and  4)  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 on July 9, 1996.  The cash payments
due  in  four  of  the  five medical practice  transactions  and  the
insurance subsidiary acquisition were paid in the current quarter.

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

Forward-Looking Statements

The  foregoing  and subsequent discussion contains  certain  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, which are intended to be covered by the safe harbors created
thereby.   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 and establishing and managing new facilities.   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, 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 light of the significant
uncertainties  inherent  in the forward-looking  statements  included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives
and plans of the Company will be achieved.

Results of Operations

Revenue

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  Company's business exhibits 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.   Patient
visits also decline in summer months due to plant closings, vacations
and   fewer  illnesses  related  to  adverse  weather.   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.

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

Results of Operations (continued)

Revenue (continued)

Net  revenues for the three months ended September 30, 1996 increased
by  $1,839,358  or  193.7% to $2,788,998 from the  $949,640   revenue
level  achieved  for the same three month period ended September  30,
1995.    The growth  is attributable to four factors: 1) the  further
development  of  the  facilities managed by  the  Company  ;  2)  the
Company's ability to capture additional market share; 3) the addition
of  the  five medical practices, and 4) the start-up of a  clinic  in
south  Fort  Worth, Texas in April 1996.   The Garland and Arlington,
Texas  facilities opened in mid-1994, and  those two  facilities  are
now  past  the start-up stages when revenues were minimal,  and  both
facilities  are  now  fully operational.  The addition  of  the  five
medical   practices  since  February  1996  generated   approximately
$1,599,000  in  the  three  months ended September  30,  1996,  which
compares to none for the September 30, 1995 quarter.

Cost of Services Provided

Cost of services provided for the current quarter ended September 30,
1996, of $1,216,648, as a percent of net revenues was 43.6% which was
slightly lower than the 44.4% level of the same quarter one year ago.

General and Administrative

General  and  administrative  expenses for  the  three  months  ended
September  30,  1996,  of $1,436,279, as a percent  of  revenue,  was
51.5%, which was an increase of 4.3% from the 47.2% for the same
three  month  period  a year ago.  Actual dollars increased  $988,186
over  the prior year in conjunction with increased revenues  and  the
increased  costs associated with becoming a public company,  indirect
expenses  related  to the expansion activity since  going  public  in
February 1996, and some general and administrative expenses  for  the
acquired  insurance  company subsidiary.  The Company  continues  its
cost-containment  efforts in the management  of  fixed  and  variable
costs.

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

Marketing Expenses

Marketing  expenses  was $62,072 at September 30,  1996  compared  to
$24,650  at  September 30, 1996 or 2.2% compared to 2.6% of  revenues
during the respective periods.   The addition of medical practices in
the  quarter  ended September 30, 1996 contributed  to  the  rise  in
marketing expense dollars and that expense is expected to continue to
rise  in  future periods as the Company expands in both its  existing
and new markets.

Development and Acquisition Costs

The Company had no development and acquisition costs in the September
1995 quarter, but had $87,885 of such costs in the three months ended
September 30, 1996, or 3.2% of revenues.  These costs were  a  result
of  the  Company's  expansion activities  in  two  major  areas:  (1)
pursuing and negotiating affiliations or acquisitions 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 acquired insurance  company  subsidiary,
RMAC.

Other Income or Expense

Interest  income for the quarter ended September 30, 1996 of  $96,252
was  3.4% of revenue, as compared to none for the same quarter a year
ago.   Interest  income  was earned from   funds  invested  from  the
proceeds of the IPO, and from the interest bearing investments in the
acquired insurance company subsidiary, which acquisition was on  June
30,  1996.   Interest  expense increased in  the  three  months  ended
September  30, 1996 to $45,706 from the $25,980 for the  three  months
ended September 30, 1995 due to the debt incurred in conjunction with
the acquisition of five clinics midway through the quarter.  

Net Income

As  a  result  of  the  factors described above, in  particular,  the
combination of growth in revenues, additional medical practices,  and
containment  of costs, the Company had $202,660 of net  income  after
a net income tax benefit (of $166,000) in the three months ended September
30, 1996, or 7.3% of revenues, as compared to $28,993 net income, or
3.1%  of revenues,  in the three months ended September 30, 1995,  an
increase   of    $173,667.   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 year 2008 through
2010.   However,  the use of net operating loss carryforward  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
three  months ended September 30, 1996 due to the addition of medical
practices in that quarter, and the historical profitability  of  such
practices, resulting in a $175,000 deferred tax benefit on the income
statement.  Additionally, the Company has accrued $9,000 of franchise
taxes due certain states resulting in a net $166,000 deferred tax
benefit.

PART II

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    None

(b)Forms 8-K

Form  8-K   July  9,  1996        Acquisition of  Montfort  Insurance
Company
Form 8-K  August 15, 1996     Acquisition of C.A. Riser M.D.
Form  8K    August  21,  1996     Acquisition  of  The  Doctors  Inn,
Incorporated
Form 8K   August 28, 1996     Acquisition of Northside Family Medical
Clinic
Form   8K    September  20,  1996   Acquisition  of  Beltline   North
Occupational Health Clinic
Form 8K/A                July 9, 1996        Financial statements and
                         proforma   for   acquisition   of   Montfort
                         Insurance Co.
Form 8K/A                August 15, 1996     Finanical statements and
                         the Pro Forma for acquisitions of C.A. Riser
                         M.D.








                           THE COMPANY DOCTOR AND SUBSIDIARIES

                                                SEPTEMBER 30, 1996

                                                     FORM 10-QSB


                                                      SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of  1934,
the Issuer has duly caused this report to be signed on its behalf  by
the undersigned thereunto duly authorized.


THE COMPANY DOCTOR
  (Issuer)


Date: May 14, 1997           By: /s/ Fred G. Parrish

                             Fred G. Parrish
                             V.P., Chief Operating Officer,
                             Chief Financial Officer



Date: May 14, 1997           By: /s/ Donald F. Angle

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