FORM 10-QSB

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  FORM 10-QSB

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

     For the quarterly period ended December 31, 1997

     OR

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

     For the transition period fromto

     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


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 4,906,949  shares of the Issuer's common stock, at par value of
          ----------
$.01 per share, outstanding as of December 31, 1997.

<PAGE>
                      THE COMPANY DOCTOR AND SUBSIDIARIES


                                    PART I
ITEM 1.    FINANCIAL STATEMENTS

                     THE COMPANY DOCTOR AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                            December 31,     June 30,
                                                1997           1997
                                            -----------    -----------
<S>                                              <C>            <C>
                                             Unaudited
                                    ASSETS
Current assets
 Cash  and  cash  equivalents              $    151,512    $    414,422
 Short-term  investments                             -          350,000
 Accounts receivable
   Trade,  less  allowance  for 
     doubtful accounts of $210,000            2,058,119       1,920,719
   Related  parties                             228,665         215,189
   Other                                         17,321          16,932
 Prepaid  expenses                              215,655         144,034
                                              ---------       ---------
       Total  current  assets                 2,671,272       3,061,296
                                              ---------       ---------

Property  and  equipment                      2,642,653       2,549,493
 Less  accumulated  depreciation
  and  amortization                          (1,143,368)        (99,935)
                                              ---------       ---------
 Net  Property  and  equipment                1,499,285       1,609,558
                                              ---------       ---------

Other assets
 Restricted  cash                               432,383         618,881
 Restricted  short-term  investments            599,396         400,768
 Intangibles,  net                            9,314,182       9,528,963
 Other  assets                                  438,687         386,300
 Investments                                  2,053,921       1,900,114
                                             ----------      ----------
       Total  other  assets                  12,838,569      12,835,026
                                             ----------      ----------

Total  assets                               $17,009,126     $17,505,880
                                             ==========      ==========

                     LIABILITIES AND STOCKHOLDERS - EQUITY
Current liabilities
 Notes  payable                             $ 2,050,197     $ 2,049,744
 Current maturities of capital lease
   obligations                                  101,777         121,913
 Accounts  payable  and  accrued  expenses    1,661,133       1,152,043
 Claims  payable                                157,110         236,796
                                             ----------      ----------
       Total  current  liabilities            3,970,217       3,560,496

Long-term liabilities
 Claims  payable                              1,042,673       1,065,962
 Capital  lease  obligations,  net  of  
  current  maturities                           140,906         182,209
 Notes  payable                               1,375,000       1,375,000
                                             ----------      ----------
       Total  liabilities                     6,528,796       6,183,667
                                             ----------      ----------

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; 4,906,949 shares 
  issued and outstanding                         49,070          49,070
 Additional  paid-in-capital                 13,807,152      13,807,152
 Accumulated  equity                         (3,375,892)     (2,534,009)
                                             ----------      ----------
       Total  stockholders'  equity          10,480,330      11,322,213
                                             ----------      ----------

Total  liabilities  and  stockholders
  equity                                    $17,009,126     $17,505,880
                                             ==========      ==========
</TABLE>

<PAGE>
                     THE COMPANY DOCTOR AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                 For the Six Months Ended
                                                        December 31,
                                                 ------------------------
                                                    1997           1996
                                                 ----------     ---------
<S>                                               <C>             <C>
                                    (Unaudited)

Revenues                                         $5,610,299    $5,444,001

Cost of services provided                         2,912,797     2,629,690
General and administrative expenses               3,084,496     2,750,640
Marketing expenses                                  166,801       114,927
Development and acquisition costs                    58,500       222,482
                                                  ---------     ---------
                                                  6,222,594     5,717,739
                                                  ---------     ---------

Loss  from  operations                             (612,295)     (273,738)

Other income (expense)
 Interest expense                                  (294,646)     (179,075)
 Interest income                                     99,359       174,197
 Other expenses                                     (34,301)           -
                                                  ---------      --------
     Total  other  income  (expenses)              (229,588)       (4,878)
                                                  ---------      --------

Net loss before income taxes                       (841,883)     (278,616)

Income tax benefit                                       -        157,000
                                                  ---------     ---------

Net loss                                         $ (841,883)   $ (121,616)
                                                  =========     =========

Basic net loss per common share                  $     (.17)   $     (.02)
                                                  =========     =========

Weighted average common shares outstanding        4,906,949     5,031,509
                                                  =========     =========
</TABLE>
<PAGE>
                      THE COMPANY DOCTOR AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  For the Three Months Ended
                                                         December 31,
                                                  ---------------------------
                                                      1997           1996
                                                  ----------        ---------
<S>                                                  <C>              <C>
                                    (Unaudited)

Revenues                                          $2,591,730      $2,655,003

Cost  of  services  provided                       1,442,380       1,413,042
General  and  administrative  expenses             1,595,573       1,314,361
Marketing  expenses                                   93,869          52,855
Development  and  acquisition  costs                  58,500         134,597
                                                   ---------       ---------
                                                   3,190,322       2,914,855
                                                   ---------       ---------

Loss  from  operations                              (598,592)       (259,852)

Other income (expense)
 Interest  expense                                  (149,351)       (133,369)
 Interest  income                                     49,640          77,945
 Other  expenses                                     (37,994)             -
                                                   ---------       ---------
     Total  other  income  (expenses)               (137,705)        (55,424)
                                                   ---------       ---------

Net  loss  before  income  taxes                    (736,297)       (315,276)

Income  tax  expense                                      -           (9,000)
                                                   ---------       ---------

Net  loss                                        $  (736,297)    $  (324,276)
                                                 ===========      ===========

Basic  net  loss  per  common  share             $      (.15)    $      (.06)
                                                 ===========      ==========

Weighted  average  common  shares  outstanding     4,906,949       5,017,008
                                                 ===========      ==========
</TABLE>

<PAGE>
                     THE COMPANY DOCTOR AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>

                                                   For the Six Months Ended
                                                          December 31,
                                                   -------------------------
                                                       1997          1996
                                                    ----------     ---------
<S>                                                    <C>            <C>
                                    (Unaudited)
Cash flows from operating activities
 Net loss                                         $  (841,883)    $  (121,616)
                                                   ----------      ----------
 Adjustments to reconcile net loss to net
   cash used in operating activities
    Depreciation and amortization                     502,382         340,005
    Deferred tax asset                                     -         (175,000)
    Change in assets and liabilities
     Accounts receivable                             (151,265)       (242,544)
     Prepaid expenses                                 (71,621)       (207,331)
     Other assets                                     (52,387)         (4,971)
     Accounts payable and accrued expenses            509,090         635,801
     Claims payable                                  (102,975)       (281,209)
                                                    ---------       ---------
                                                      633,224          64,751
                                                    ---------       ---------
       Net cash used in operating activities         (208,659)        (56,865)
                                                    ---------       ---------

Cash flows from investing activities
 Purchases of property and equipment                  (93,160)       (217,609)
 Cash acquired from medical practices                      -          337,484
 Change in restricted investments                    (198,628)              -
 Change in restricted cash-non-current                186,498               -
 Proceeds from investments                            196,193        (408,239)
 Purchase of intangibles                              (84,168)       (414,004)
                                                     --------       ---------
       Net cash provided by (used in) 
        investing activities                            6,735        (702,368)
                                                     --------       ---------

Cash flows from financing activities
 Proceeds from line-of-credit and note payable        349,476        (669,163)
 Proceeds from exercised warrants and stock options        -           12,130
 Payments on notes payable and due to sellers        (349,023)     (2,372,713)
 Payments on equipment leases                         (61,439)        (40,550)
                                                     --------        --------
        Net cash used in financing activities         (60,986)     (3,070,296)
                                                     --------        ---------

Cash  and cash equivalents decrease                  (262,910)     (3,829,529)

Cash and cash equivalents at beginning of period      414,422       5,636,433
                                                     --------      ----------

Cash and cash equivalents at end of period         $  151,512     $ 1,806,904
                                                    =========     ===========
</TABLE>

Supplemental disclosures of interest paid:
     Interest paid on borrowings for the six months ended December 31, 1996
       and December 31, 1997 was $39,348 and $169,943 respectively.

<PAGE>
                      THE COMPANY DOCTOR AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


Continued from previous page.

Supplemental disclosure of noncash investing and financing activities:
 During the six months ended December 31, 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>

Assets acquired
<S>                                  <C>
 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 lease.


<PAGE>
                      THE COMPANY DOCTOR AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE  1  -  SUMMARY  OF  ACCOUNTING  POLICIES
---------------------------------------------

The  summary  of  the  Registrant's  significant  accounting  policies  are
incorporated  by  reference  to  the Company's annual report on Form 10-KSB of
June  30,  1997.

During  the  second quarter of fiscal 1998, the Company adopted the provisions
of  Statement  of  Financial Accounting Standard No. 128, "Earnings Per Share"
(FAS 128).  FAS 128 established new definitions for calculating and disclosing
basic  and  diluted earnings per share.  In accordance with FAS 128, all prior
periods  have  been  restated to conform to the new methodology.  The restated
amounts  did  not  differ  materially  from  amounts  previously reported.  No
diluted  earnings per share information is presented as all dilutive potential
common  shares  are  antidilutive.

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, 1996 consolidated financial statements
have  been  reclassified  to  conform with the December 31, 1997 presentation.

<PAGE>
------
                      THE COMPANY DOCTOR AND SUBSIDIARIES

ITEM  2  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------------
RESULTS  OF  OPERATIONS
-----------------------

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.

Liquidity  and  Capital  Resources
----------------------------------

As of December 31, 1997, the Company's principal sources of liquidity included
cash  and  cash  equivalents  of   $151,512, and other current assets totaling
$2,519,760,  resulting  in  total  current  assets  of  $2,671,272.  Current
liabilities  were  $3,970,217  which  resulting in negative working capital of
$1,298,945  and  a  current  ratio  of  .67 to 1.  The Company's other current
assets  referred  to  above  totaling  the  $2,519,760,  consisted of accounts
receivable  of  $2,304,105 and prepaid expenses of $215,655.  The Company also
had investments of $45,000 in "Investments", consisting of U.S. treasury notes
maturing  in  excess  of  one  year  from  December 31, 1997 and therefore are
classified  as  long-term assets.  These U.S. treasury notes could be sold and
converted  to  cash at any time, and would effectively increase current assets
to  $2,716,272  and  decrease  the  negative working capital to $1,253,945 and
increase  the  current  ratio  to  .68  to  1.  Regular  monthly  payments  and
balloon  payments made on April 15, 1997 have reduced  the  balance  due  on
Notes Payable to sellers from $3,536,670 due on December 31, 1996  to  $266,401
due  on  December  31,  1997.

On December 17, 1997, a press release by the Company, stated that an agreement
had  been  signed  whereby HealthSouth (NYSE) will be acquiring the Company.
Subsequent to December 31, 1997, the Company received approximately $250,000
from HealthSouth to meet a portion of current operating requirements.
Should  the  agreement  with  HealthSouth  not  be  consummated, for any reason,
the Company's continued existence is dependent on obtaining other sources of
working capital for operations and to fund its current deficit.  The Company
would also be required to continue to meet capitalization requirements for
RMAC, its wholly owned subsidiary insurance company.

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 second and fourth fiscal quarters of each year (quarters
ended  December  and  June), will tend to be somewhat lower than the remaining
quarters  of  the  fiscal  year.

Net  revenues for the six months ended December 31, 1997 increased by $166,298
or  3.1%  to  $5,610,299  from the $5,444,001  revenue level achieved  for the
same  six month period ended December 31, 1996.  The growth is attributable to
two  factors:    1)  the  further development of the facilities managed by the
Company;  and  2)  the  Company's  ability to capture additional market share.

Cost  of  Services  Provided
----------------------------

Cost  of  services  provided  for  the six months ended December 31, 1997, was
$2,912,797,  an  increase  of  $283,107  or 10.8% as compared to $2,629,690 at
December 31, 1996.  As a percentage of net revenues, cost of services provided
were  51.9%,  an  increase  of 3.6% from 48.3% of the same six month period one
year ago.  This increase is primarily due to increases in certain areas
including  medical consumable supplies, pharmacy, and lab fees for drug screens
increasing  $141,473  over  the  same  period  a  year  ago primarily resulting
from  impaired  relationships  with  lower  cost vendors due to the Company's
working  capital  deficit.    Also,  salaries  for physical therapy personnel
have increased $95,262 over the same period a year ago in an effort to meet
higher  future  demands  for  these  services.

General  and  Administrative
----------------------------

General  and  administrative  expenses  for  the six months ended December 31,
1997,  were  $3,084,496,  an  increase of $333,856, or 12.1%, over expenses of
$2,750,640  for  the  same  period  a  year ago.  As a percentage of revenues,
general and administrative expenses were 55.0%, an increase of 4.4% from 50.6%
for  the  same  six  month  period  a  year ago.  A significant portion of the
increase, or $162,376,  was  due to higher depreciation expense resulting from 
additions to fixed  assets and higher amortization costs resulting from 
acquisition related goodwill  and  financing costs.  Additionally, the Company
incurred $36,488 of salary  and  travel costs related to temporary management 
of the Company while the  President  was incapacitated.  

The Company has continued its cost-containment efforts  in  the management of 
fixed and variable costs.  Various expenses are largely fixed and certain of
these were negatively impacted by several factors.  One  of  these contributing
factors is bank service charges which increased $33,447 or 212% from $15,746
for the six months ended December 31, 1996 to $49,193 for the six months  
ended  December  31,  1997.    This  increase  is the  result  of the lock box
banking system  required by the Company's new lender.

Another  of  these factors is expense for rent and repairs and maintenance.  
These expenses  increased  $110,954  or 30.9% from $358,840 for the six months
ended December 31, 1996 to $469,794 for the six months ended December 31, 1997.
The  financial  statements for the six months ended December 31,1996 do
not  reflect  rent  expense and repairs and maintenance expense for a full six
months for all clinics currently being managed as some of the clinics were 
acquired during the six month period.  One clinic expanded its space and two 
clinics moved to new locations in  1997.

Marketing  Expenses
-------------------

Marketing expenses increased $51,874 or 45.2% from $114,927 for the six months
ended  December 31, 1996 to $166,801 for the six months ended at December 31, 
1997.  This amount represents 2.1.% compared to 2.9%  of  revenues  during  the
respective periods.  This expense is likely 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 $58,500 of development and acquisition costs in the six months
ended  December  31,  1997,  but  had $222,482 of such costs in the six months
ended  December  31,  1996.  These costs equaled 1.0% and 4.1% of revenues for
the 1997 and 1996 periods, respectively, and were a result of the negotiations
with  HealthSouth  in 1997 and the Company's expansion activities in two major
areas  in 1996: (1) pursuing and negotiating affiliations or acquisitions with
physicians  who  had  established  occupational  medicine practices or patient
bases  which  could  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 six months ended December 31, 1997 was $99,359 or 1.8%
of revenue, as compared to $174,197 or 3.2% of revenue for the same six months
a year ago.  Interest income was earned from  funds invested from the proceeds
of  the  Company's  initial  public  offering,  and  from the interest bearing
investments  in  the acquired insurance company subsidiary.  The proceeds from
the  Company's  initial  public offering were invested in U.S. Treasury Notes.
These investments were sold over the course of the calendar year 1997 in order
to  meet  cash  flow needs.  As of December 31, 1997, all but $45,000 of these
U.S.  Treasury  Notes  had been utilized in meeting operating cash flow needs.

<PAGE>

Interest expense increased $115,571 or 64.54% in the six months ended December
31,  1997 to $294,646 from $179,075 for the six months ended December 31, 1996
primarily  due to a term loan and a revolving line of credit which the Company
obtained  on  April 15, 1997.  The major portion of the other interest expense
was  related  to  capital leases and to existing debt at December 31, 1996 
incurred  in  connection  with  the  acquisition of five clinic practices
during  that  six  month  period.

Net  Income
-----------

As a result of the factors described above, the Company recorded a net loss of
$841,883  ($.17 per share) before income taxes for the six months ended December
31,  1997, or 15.0% of revenues, as compared to a net loss before income taxes
of  $278,616  ($.02  per share), or 5.1% of revenues, for the six months ended
December  31,  1996.    At June 30, 1997, the Company had approximately $2.449
million  (including  $1.3  million  for  the  year ended June 30, 1997) of net
operating  loss carryforwards (for income tax reporting purposes) which expire
in  the  year  2008  through  2012.    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 $333,000 in the six months ended December 31,
1996  due  to  the  addition  of  medical  practices  in that quarter, and the
historical  profitability  of  such  practices,  resulting  in  a net $157,000
deferred tax benefit on the income statement.  This same item had no effect on
the  income  statement  for  the  six  months  ended  December  31,  1997.

<PAGE>



     PART  II

Item  1.          Legal  proceedings  -  none
Item  2.          Changes  in  securities  and  Use  of  Proceeds  -  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)  Forms  8-K                        None




<PAGE>

                                                      SIGNATURES


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


THE  COMPANY  DOCTOR
               (Registrant)


Date:  FEBRUARY  16,  1998                             By: /s/ Fred G. Parrish
       -------------------

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



Date:  FEBRUARY  16,  1998                            By: /s/ Dale W. Willetts
       -------------------

       Dale  W.  Willetts
       Acting  Chief  Executive  Officer