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, 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)

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

 (Former name, former address and formal fiscal year, if changed
                       since last report)

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 5,017,008   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

                    THE COMPANY DOCTOR AND SUBSIDIARIES

                        Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                              December 31,        June 30,
                                                  1996               1996
                                                Unaudited     
<S>                                               <C>                <C>
                               Assets
Current assets                                             
 Cash and cash equivalents                    $1,806,904        $5,636,433
 Restricted cash                                 550,000           500,000
 Short-term investments                        1,646,214         1,250,357
 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            13,117
  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                              9,143,100         1,688,314
 Other assets                                    731,568           563,406
 Investments                                   1,592,835         1,630,453
      Total other assets                      11,467,503         3,882,173
                                                           
Total assets                                 $19,329,541       $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
                                                           
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; 5,017,008 and                           
  4,676,494 shares issued and outstanding                           
  at December 31, 1996 and June 30, 1996,
  respectively                                 50,171            46,765
 Additional paid-in-capital                13,546,136        10,255,346
 Accumulated equity                          (983,451)        1,233,800)
      Total stockholders' equity           12,612,856         9,068,311
                                                           
Total liabilities and stockholders equity $19,329,541       $13,540,007
</TABLE>


                   THE COMPANY DOCTOR AND SUBSIDIARIES               
                  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                      1,296,311             512,554
General and administrative expenses            1,286,056             470,562
Marketing expenses                                52,855               4,553
Development and acquisition costs                134,597                  -
                                               2,769,819             987,669
                                                           
Income (loss) from operations                   (114,816)             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            (66,236)             26,078
                                                           
Income tax benefit                                    -                  -
                                                           
Net income (loss)                              $ (66,236)           $ 26,078
                                                           
Net income (loss) per common share             $    (.01)           $   (.01)
                                                           
Weighted average common shares                 5,017,008           2,261,799
 outstanding                                 
</TABLE>


                     THE COMPANY DOCTOR AND SUBSIDIARIES     

                    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                        2,510,347          934,478
General and administrative expenses              2,655,745          918,655
Marketing expenses                                 114,927           29,203
Development and acquisition costs                  222,482               -
                                                 5,503,501        1,882,336
                                                           
Income (loss) from operations                      (59,500)         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                      75,349           55,071
                                                           
Income tax benefit                                 175,000               -
                                                           
Net income                                       $ 250,000        $  55,071
                                                           
Net income per common share                      $     .05        $     .02
                                                           
Weighted average common shares                   5,031,509        2,210,001
 outstanding                                 
</TABLE>                                  
                                  
                                  
                    THE COMPANY DOCTOR AND SUBSIDIARIES           
                                  
                    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                                    $  250,349        $  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                                  
    expenses                                      497,974          (39,680)
   Claims payable                                (157,837)              -
                                                  (89,326)        (140,969)
     Net cash (used in) provided by                              
      operating activities                        161,023          (85,898)
                                                           
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                         (542,721)              -
    Net cash (used in) provided by               (831,085)         (40,762)
     investing activities                          
                                                           
Cash flows from financing activities                       
 (Payments on) proceeds from line-of-                             
   credit and note payable                       (669,163)           81,690
 Proceeds from sales of equity                     12,130               -
 Payments on notes payable and due to                             
  seller                                       (2,461,884)              -
 Net proceeds from private placement                               
  preferred stock                                     -             445,000
 Deferred offerings costs paid                        -            (269,687)
 Payments on capital leases                       (40,550)         (119,539)
     Net cash (used in) provided by                             
      financing activities                     (3,159,467)          137,464
                                                           
Cash (decrease) increase                       (3,829,529)           10,804
                                                           
Cash at beginning of period                     5,636,433                -
                                                           
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.

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

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

Results of Operations

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

<TABLE>
<CAPTION>

                Consolidated Statements of Operations
                             (Unaudited)

                                                 Six Months Ended
                                                   December 31,
                                               1996           1995
<S>                                            <C>             <C>
Revenues                                                   
     Total revenues                           100.0%          100.0%
                                                           
Costs                                                      
    Cost of services provided                  46.1            47.0
     General and administrative                48.8            46.3
     Marketing expense                          2.1             1.5
     Development/acquisition costs              4.1               -
          Total costs                         101.1            94.8
                                                           
(Loss) income from operations                  (1.1)            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                      1.4            2.7
                                                           
Income tax benefit (expense)                    3.2              -
                                                           
Net income                                      4.6%           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  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  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.  These two facilities are now past the start-up stages when
revenues  were minimal and both facilities are now fully operational.
The  Company has experienced same facility revenue growth of  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  $2,510,347,  an  increase  of
$1,575,869 or 168.6% from the comparable 1995 period.  As  a  percent
of  net revenues, cost of services was 46.1%, a decrease of 1.0% 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.
During  the  six  months  ended  December  31,  1996,  the  insurance
subsidiary's   management   performed   case-basis   evaluations   of
outstanding claims payable, and based on new information, was able to
reduce the estimate of the ultimate net cost of the unpaid claims  by
approximately $123,000, which is recorded as a reduction of  cost  of
services provided in the current six month period.

General and Administrative.  General and administrative expenses  for
the  six  months ended December 31, 1996, was $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 revenue, 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 revenue.

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 revenue, 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 the $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 $75,349 before income tax in the six months
ended  December 31, 1996, or 1.4% 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  $250,349,
or  4.6%  of revenues, as compared to $55,071 net income, or 2.8%  of
revenue 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


    Type         Date  of Event            Event Reported
                                        
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-     August 21, 1996           Financial statements  and
K/A                                     proforma  for acquisition
                                        of   The   Doctors   Inn,
                                        Incorporated.
                                        
Form   8-     August 28, 1996           Financial statements  and
K/A                                     proforma  for acquisition
                                        of  the  Northside Family
                                        Medical Center.



                             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: February 14, 1997                 By: /s/ Shaun P. Mahoney

                                           Shaun P. Mahoney
                                           Chief Financial Officer



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

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