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 September 30, 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 NorthO' 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 OCTOBER 31, 1997.

<PAGE>


                                    PART I

ITEM  1.          FINANCIAL  STATEMENTS

                      THE COMPANY DOCTOR AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

                                          September 30,     June 30,
                                              1997            1997
                                           -----------     -----------
                                            Unaudited
<S>                                           <C>              <C>

                                    ASSETS
Current assets
 Cash and cash equivalents                 $  324,580      $  414,422
 Short-term investments                            -          350,000
 Accounts receivable
   Trade, less allowance for
    doubtful accounts of $210,000
    at September 30,
    1997 and $210,000 at June 30, 1997      2,296,763       1,920,719
   Related parties                            218,782         215,189
   Other                                       17,825          16,932
 Prepaid expenses                             332,064         144,034
                                              --------        --------
       Total current assets                 3,190,014       3,061,296

Property and equipment                      2,634,965       2,549,493
 Less accumulated depreciation 
  and amortization                         (1,040,984)       (939,935)
                                           -----------      ---------
                                            1,593,981       1,609,558
Other assets
 Restricted cash                              586,758         618,881
 Restricted short-term investments            850,300         400,768
 Intangibles, net                           9,408,036       9,528,963
 Other assets                                 320,942         386,300
 Investments                                1,703,171       1,900,114
                                           ----------      ----------
       Total other assets                  12,869,207      12,835,026
                                          -----------      -----------

Total assets                            $  17,653,202   $  17,505,880
                                         =============      =============

                     LIABILITIES AND STOCKHOLDERS - EQUITY
Current liabilities
 Notes payable                           $  2,049,225    $  2,049,744
 Current maturities of capital 
  lease obligations                           108,853         121,913
 Accounts payable and accrued expenses      1,443,474       1,152,043
 Claims payable                               222,345         236,796
                                              --------      --------
       Total current liabilities            3,823,897       3,560,496

Long-term liabilities
 Claims payable                             1,031,395       1,065,962
 Capital lease obligations, net
   of current maturities                      158,367         182,209
 Notes payable                              1,422,916       1,375,000
                                       ----------------        ---------
       Total liabilities                    6,436,575       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                       (2,639,595)     (2,534,009)
                                        -----------       ------------
       Total stockholders' equity         11,216,627      11,322,213
                                         -----------      -----------

Total liabilities and stockholders 
 equity                                $  17,653,202     $17,505,880

</TABLE>

<PAGE>

                     THE COMPANY DOCTOR AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                               For the Three Months Ended
                                                      September 30,
                                              ----------------------------
                                                1997               1996
                                              ----------         ---------
                                                       (Unaudited)
<S>                                              <C>                <C>
Revenues                                    $  3,018,569       $  2,788,998

Cost of services provided                      1,470,417          1,386,648
General and administrative expenses            1,488,923          1,266,279
Marketing expenses                                72,932             62,072
Development and acquisition costs                    -               87,885
                                               ---------          ---------
                                               3,032,272          2,802,884
                                               ----------         ----------

Loss from operations                             (13,703)           (13,886)

Other income (expense)
 Interest expense                               (145,295)           (45,706)
 Interest income                                  49,719             96,252
 Other gain                                        3,693                 -
                                                ---------          --------
   Total other income (expenses)                 (91,883)            50,546
                                                --------            -------

Net (loss) income before income taxes           (105,586)            36,660

Income tax benefit                                   -              166,000
                                                ----------        ---------

Net (loss) income                            $  (105,586)        $  202,660
                                              ===========       ==========

Net (loss) income per common share               $  (.02)        $      .04
                                              ===========       ==========

Weighted average common shares outstanding     4,906,949          5,545,647
                                               ==========     ============
</TABLE>


<PAGE>
                     THE COMPANY DOCTOR AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOW


<TABLE>
<CAPTION>
                                                 For the Three Months Ended
                                                        September 30,
                                              -----------------------------
                                                 1997                1996
                                              ----------          ---------
                                              (Unaudited)        (Unaudited)

<S>                                              <C>               <C>
Cash flows from operating activities
 Net (loss) income                           $  (105,586)      $  202,660
                                             ------------      ----------
 Adjustments to reconcile net (loss)
  income to net cash used in operating
  activities
   Depreciation and amortization                 219,331          160,466
   Amortization of deferred loan costs            30,063               -
   Deferred tax asset                                 -          (175,000)
   Change in assets and liabilities
     Accounts receivable                        (380,530)        (244,071)
     Prepaid expenses                           (188,030)        (390,016)
     Other assets                                 65,358         (382,149)
     Accounts payable and accrued expenses       291,431          481,586
     Claims payable                              (49,018)         (93,143)
                                                 --------       --------
                                                 (11,395)        (642,327)
                                                 --------       ---------
       Net cash used in operating activities    (116,981)        (439,667)
                                                ---------       ---------

Cash flows from investing activities
 Purchases of property and equipment             (85,473)        (181,384)
 Cash acquired from medical practices                 -           337,484
 Change in restricted investments (increase)    (449,532)             -
 Change in restricted cash-non-current - 
  decline                                         32,123               -
 Proceeds from investments                       546,943          271,244
 Purchase of intangibles                         (27,417)         216,907
                                                 --------       --------
     Net cash (used in) provided investing
      activities                                  16,644          644,251
                                                 -------         --------

Cash flows from financing activities
 Proceeds from line-of-credit and note payable   219,806           46,537
 Proceeds from exercised warrants and stock 
  options                                            -             17,380
 Payments on notes payable and due to sellers   (172,409)      (2,800,736)
 Payments on equipment leases                    (36,902)         (10,915)
                                                 --------       --------
    Net cash provided by (used in)
      financing  activities                       10,495       (2,747,724)
                                                 -------        ---------

Cash and cash equivalents decrease               (89,842)      (2,543,150)

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

Cash and cash equivalents at end of period    $  324,580     $  3,093,283
                                              ==========      ============
</TABLE>

Supplemental disclosures of interest paid:
     Interest paid on borrowings for the three months ended September 30, 1996
and September 30, 1997 was $9,983 and $115,232 respectively.

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>

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>


<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.

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, 1996 consolidated financial statements
have  been  reclassified  to conform with the September 30, 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  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 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
----------------------------------

On  September 30, 1997, the Company had cash and cash equivalents of  $324,580
and  in  addition  the  Company  had  other current assets totaling $2,865,434
resulting  in  total  current  assets of $3,190,014.  Current liabilities were
$3,823,897  which  resulted  in  a  current  ratio  of  .83  to  1.0.

Over  the  next  twelve  months,  the  Company  will  need working capital for
operations  and anticipates capital may be required for the Company's possible
expansion.   New medical facilities usually require the leasing or purchase of
a  minimum  of $80,000 of medical equipment.  The Company may continue to seek
additional  practices  for  its management portfolio and must also continue to
meet  capitalization  requirements  for  RMAC,  its  wholly  owned  subsidiary
insurance  company.    The  Company intends to continue to explore sources and
arrangements  to  obtain  working  capital  and  growth  capital.


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  fiscal quarters ending December 31 and June 30 of each
year, will tend to be somewhat lower than the remaining quarters of the fiscal
year.

Net  revenues  for  the  three  months  ended  September 30, 1997 increased by
$229,571  or  8.2%  to  $3,018,569 from the $2,788,998  revenue level achieved
for  the  same  three  month  period ended September 30, 1996.   The growth is
mainly  attributable  to  the further development of the facilities managed by
the  Company  and  the  Company's  ability to capture additional market share.

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

Cost  of  services  provided  for  the  quarter  ended September 30, 1997, was
$1,470,417,  as compared to $1,386,648 at September 30, 1996.  As a percentage
of net revenues, such costs were 48.7% which was comparable to the 49.7% level
of the same quarter one year ago.  The increase is attributable to an increase
in  operating  efficiencies  due  to  increasing  revenues.

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

General  and  administrative expenses for the three months ended September 30,
1997,  were  $1,488,923 as compared to $1,266,279 at September 30, 1996.  As a
percentage  of  revenue, those expenses were 49.3%, which was an increase from
the 45.4% for the same three month period in the prior year.  The increase was
due  to  higher  depreciation expense resulting from additions to fixed assets
and  amortization  costs  resulting  from  acquisition  related  goodwill  and
financing  costs.  The  Company  continues its cost-containment efforts in the
management  of  fixed  and  variable  costs.

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

Marketing  expenses  were $72,932 at September 30, 1997 compared to $62,072 at
September  30,  1996,  or  2.4%  compared  to 2.2% as a percentage of revenues
during  the  respective periods.  This 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 quarter ended
September  30,  1997,  but had $87,885 of such costs in the three months ended
September  30,  1996.    These  costs  in  1996 were a result of the Company's
expansion  activities  in  two  major  areas:  (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 quarter ended September 30, 1997 was $49,719 or 1.7%
of  revenue,  as compared to $96,252 or 3.5% of revenue for the same quarter 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.  Interest expense
increased  in  the  three  months  ended  September  30, 1997 to $135,274 from
$45,706  for the three months ended September 30, 1996 primarily due to a term
loan  and  a revolving line of credit, which the Company obtained on April 15,
1997.

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

As a result of the factors described above, the Company recorded a net loss of
$105,585 in the three months ended September 30, 1997, or 3.5% as a percentage
of  revenues,  as  compared  to  $202,660  net  income (after a net income tax
benefit of $166,000), or 7.3% of revenues, in the three months ended September
30,  1996.  The loss from operations was comparable for the three months ended
September 30, 1997 and 1996 at $13,703 and $13,886, respectively.  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 $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  net  $166,000 deferred tax benefit on the income statement.  This same item
had  no  effect  on  the  income statement for the quarter ended September 30,
1997.

<PAGE>


                                    PART II

Item  1.  Legal  proceedings  -  none
Item  2.  Changes  in  securities  and  use  of  proceeds

          (a)  Not  applicable
          (b)  Not applicable
          (c)  Not applicable
          (d)  The Company registered 1,840,000 units, each unit consisting
               of one share  of  Common Stock and one warrant to purchase one 
               share of Common Stock, for  sale  to  the  public  at  a  price 
               of  $5.25  per  unit  on a Form SB-2 Registration  Statement  
               (Reg.  No. 33-99530-D) (the "Registration Statement") declared
               effective  on  February  6,  1996.

               The  offering  was  completed  in  February 1996 and the Company
               received gross  proceeds of $9,660,000.  Expenses incurred by
               the Company in connection with  the  issuance  and  distribution
               of  the  securities  registered  for underwriting  discounts and
               commissions were $869,400, expenses paid to or for underwriters 
               were  $364,800,  and  other  expenses  were  $525,124, for total
               expenses  of  $1,759,324.    None  of  such  expenses  were 
               direct or indirect payments  to directors, officers, or their 
               associates or to persons owning ten percent  or  more  of  any  
               class  of  equity  securities of the Company or to affiliates of
               the Company.  The resulting net offering proceeds to the Company
               after  payment  of  all  expenses  was  $7,900,676.  
               Additionally, the Company recognized a $312,245 non-cash charge
               to offering costs related to the imputed costs  associated with
               stock options granted to the underwriter in conjunction
               with  the  offering.

               From the effective date of the Registration Statement through
               November 6, 1997,  the  net  offering  proceeds  have been used
               by the Company as follows: purchase  and installation of 
               machinery and equipment, $1,060,600; acquisition of  other 
               businesses, $2,683,600; repayment of indebtedness, $318,400; 
               working capital,  $891,776; general and administrative expenses,
               $305,200; opening new facilities,  $237,500;  marketing  and 
               promotional, $123,500; and purchase and capitalization  of
               the  insurance  subsidiary,  $2,275,100.    None  of  such
               expenditures  were direct or indirect payments to directors, 
               officers or their associates  or  to  persons  owning ten 
               percent or more of any class of equity securities  of  the 
               Company  or  to  affiliates  of  the  Company  except for
               approximately  $26,000  which  was  paid  to  officers  and
               directors  for reimbursement  of  general  and  administrative
               expenses and directors' fees.  Furthermore, the use of proceeds
               described above does not represent a material change  in  the
               use of proceeds described in the prospective contained in the
               Registration Statement and all of the offering proceeds have now
               been applied.

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     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
                                            (Issuer)


Date:  November  13,  1997                   By: /s/ Fred G. Parrish

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



Date:  November  13,  1997                   By: /s/ Dale W. Willetts

                                             Dale  W.  Willetts
                                             Acting  Chief  Executive  Officer