Securities and Exchange Commission 
                      Washington, DC 20549

                            Form 10-Q

(Mark One)

[ X ]     Quarterly Report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 For the Quarterly
          Period Ended June 30, 1997

                               OR

[   ]     Transition Report pursuant to Section 13 or 15(d) of
          the Securities Exchange Act of 1934 For the Transition
          Period From ___________________ to ___________________.

Commission file number 0-27456

                          EQUIMED, INC.                    
      (Exact name of registrant as specified in its charter)

          Delaware                                 25-1668112    
(State or other jurisdiction                    (I.R.S.Employer
     of incorporation)                        Identification No.)

2171 Sandy Drive State College, Pennsylvania             16801   
  (Address of principal executive offices)             (Zip Code)

                         (814) 238-0375                   
      (Registrant's telephone number, including area code)

                               N/A              
                 (Former name or former address,
                  if changed since last report)

          Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes  X      No    

Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practical date. Common
Stock, $.0001 par value per share, 4,454,443 shares outstanding
as of July 31, 1997.
<PAGE>
                          EquiMed, Inc.
                            FORM 10Q
               For the Quarter Ended June 30, 1997

                 PART 1 - FINANCIAL INFORMATION

                                                             Page

Item 1:   Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheets at
          December 31, 1996 and June 30, 1997                  1

          Condensed Consolidated Income Statements for
          the Six Months ended June 30, 1996 and 1997          3

          Condensed Consolidated Income Statements for
          the Three Months ended June 30, 1996 and 1997        4

          Condensed Consolidated Statement of
          Stockholders' Equity for the Six Months
          ended June 30, 1997                                  5

          Condensed Consolidated Statements of Cash
          Flows for the Six Months Ended
          June 30, 1996 and 1997                               6 

          Notes to Condensed Consolidated Financial
          Statements                                           8

Item 2:   Management's Discussion and Analysis of
          Financial Condition and Results of Operations       16

<PAGE>
                          EquiMed, Inc.
              Condensed Consolidated Balance Sheets
                         (in thousands)


                                        December 31,    June 30,
                                            1996          1997    
                                                      (Unaudited)
Assets

Current assets
  Cash and cash equivalents                $ 27,010     $  3,691
  Accounts receivable, net                    6,307        8,589
  Receivable from affiliates                  9,718       18,192
  Prepaid expenses and other current
    assets                                    1,607        2,935
  Deferred income taxes                       3,171        3,171

Total current assets                         47,813       36,578

Property and equipment, net                  12,379       23,373
Management agreements, net of
  accumulated amortization                    5,490       14,979
Advances to/(from) principal
  shareholder                                 5,025       (3,714)
Other assets                                    884          930
                                             71,591       72,146
Liabilities and stockholders' equity

Current liabilities
  Accounts payable                            1,312        2,409
  Payable to affiliates                       7,815            0
  Accrued salaries and professional
    fees                                      3,243        3,203
  Other accrued expenses                      6,006        6,923
  Income taxes payable                        7,921        9,499
Current portion of long-term debt               686        4,338
Current portion of obligations under
  capital leases:   
    Related parties                             354          271
    Other                                       717        1,770

Total current liabilities                    28,054       28,413
          
Long-term debt, net of current portion        2,431        7,359
Obligations under capital leases, net
  of current portion: 
    Related parties                           1,545        1,212
    Other                                     1,853        5,890
Deferred income taxes                           771          771
Minority interests                            1,473        1,937

Stockholders' equity:    

  Preferred stock, 1,000,000 authorized
    shares, none issued                           0            0
  Common stock, $.0001 par value,
    authorized 16,666,666 shares,
    issued and outstanding 4,765,246
    as of December 31, 1996 and issued
    4,765,246 and outstanding 4,475,526
    as of June 30, 1997                           3            3
  Less Treasury stock, 289,720 shares,
    at cost as of June 30, 1997                   0       (5,638)
    Additional paid-in capital               81,600       81,600
    Partner's Capital                           657          657
      Retained deficit                      (46,796)     (50,058)
                                             35,464       26,564
                                             71,591       72,146

See notes to condensed consolidated financial statements
<PAGE>
                          EquiMed, Inc.
            Condensed Consolidated Income Statements
            (in thousands, except per share amounts)
                           (Unaudited)

                                                Six months ended
                                                    June 30,     
                                                1996       1997  

Net revenues                                  $50,142    $36,038

Costs and expenses:
  Professional fees and expenses               13,261      7,193 
  Treatment and support services               18,579     13,603 
  General and administrative expenses           5,875      4,021
  Depreciation and amortization                 2,672      2,341 
  Amortization of EquiVision, Inc.
    acquisition                                   396          0
  Interest expense:                                 0          0
    Related parties                               306        317
    Other                                       1,050        838
    Loss on sale of receivables                   361        273 
    Other income, net                            (280)      (305)
Total costs and expenses                       42,220     28,281

Income before minority interest,
  extraordinary items and income taxes          7,922      7,757

Minority interest                                 281        441

Income before income taxes                      7,641      7,316

Provision for income taxes                      3,145      1,540
Cumulative adjustment to establish
  deferred income taxes                         1,277          0
Total provision for income taxes                4,422      1,540 

Net income before extraordinary charge          3,219      5,777
Extraordinary charge for refinancing of
  debt, net of income taxes                       127          0 

Net income                                      3,092      5,777

Net income per share before extraordinary                        
   charge:                                    $  0.69    $  1.26
Extraordinary charge                               --         -- 
Net income per share                          $  0.69    $  1.26 

Weighted average common shares and
  equivalents                                   4,475      4,600

See notes to condensed consolidated financial statements
<PAGE>
                          EquiMed, Inc.
            Condensed Consolidated Income Statements             
            (in thousands, except per share amounts)
                           (Unaudited)

                                               Three months ended
                                                    June 30,     
                                                1996       1997  

Net revenues                                  $29,410    $18,331

Costs and expenses:
  Professional fees and expenses                7,974      3,572 
  Treatment and support services               10,823      7,329
  General and administrative expenses           3,374      2,389
  Depreciation and amortization                 1,551      1,219
  Amortization of EquiVision, Inc.
    acquisition                                   237          0
  Interest expense:                                 0          0
    Related parties                                72        156
    Other                                         644        426
    Loss on sale of receivables                   152        146
  Other income, net                              (143)      (216)
Total costs and expenses                       24,684     15,021

Income before minority interest,
  extraordinary items and income taxes          4,726      3,310
Minority interest                                 168        149

Income before income taxes                      4,558      3,161
Provision for income taxes                      1,847        188
Cumulative adjustment to establish
  deferred income taxes                             0          0
Total provision for income taxes                1,847        188

Net income before extraordinary charge          2,711      2,974
Extraordinary charge for refinancing of
  debt, net of income taxes                         0          0

Net income                                      2,711      2,974

Net income per share before extraordinary                        
  charge:                                     $  0.57    $  0.66
Extraordinary charge                               --         --
Net income per share                          $  0.57    $  0.66

Weighted average common shares and
  equivalents                                   4,734      4,527

See notes to condensed consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>
                          EquiMed, Inc.
    Condensed Consolidated Statement of Stockholders' Equity
                 Six Months Ended June 30, 1997
                           (Unaudited)
              (in thousands, except share amounts)

                                                                       Additional
                                 Common Stock       Treasury Stock      Paid-in     Partners'   Retained
                              Shares      Amount   Shares     Cost      Capital      Capital     Deficit     Total 
<S>                          <C>          <C>      <C>       <C>       <C>          <C>         <C>         <C>
Balance, December 31, 1996,  4,765,246      $3                          $81,600       $657      $(46,796)   $35,464
                                                                 
Dividend                                                                                          (9,039)    (9,039)
                                                                 
Repurchase of common stock
  using Treasury method                            289,720   (5,638)                                         (5,638)

Net Income                                                                                         5,777      5,777

Balance, June 30, 1997       4,765,246      $3     289,720   (5,638)    $81,600       $657      $(50,058)   $26,564
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
                          EquiMed, Inc.
         Condensed Consolidated Statements of Cash Flows
                           (Unaudited)
                         (in thousands)

                                              Six months ended
                                                  June 30,       
                                              1996         1997  
Cash flows from operating activities
Net income                                    3,092        5,777
Adjustments to reconcile net income to
  net cash provided by (used in)
  operating activities:
    Depreciation and amortization             3,069        2,341
    Deferred income taxes                     1,277
    Minority interest                           276          441
    Changes in operating assets and
      liabilities, net of acquired
      businesses
        Accounts receivable                  (3,848)      (2,282)
        Receivables from/payable to
          affiliates                         (2,082)     (16,289)
        Prepaid expenses and other
          current assets                        682       (1,328)
        Accounts payable                     (1,428)       1,097
        Accrued salaries and benefits          (966)         (40)
        Other accrued expense                  (512)         917
        Income taxes payable                 (1,561)       1,578
Net cash (used in) operating activities      (2,001)      (7,789)

Cash flows from investing activities
Payments for practice acquired, net of
  cash acquired                              (3,033)      (5,933)
Purchase of property and equipment             (988)      (1,091)
Decrease in other assets                        (83)         (46)
Net cash used in investing activities        (4,104)      (7,070)

Cash flows from financing activities
Proceeds from long-term borrowings           13,361        1,345
Repayment of long-term debt                 (20,051)        (327)
Proceeds from issuance of common stock       24,222            0
Repurchase of common stock                                (5,638)
Repayment of obligations under capital
  leases:
  Related parties                            (3,213)        (375)
  Other                                      (2,006)        (364)
Distributions:
  Primary owner                              (3,543)      (3,101)
  Minority owners                               (25)           0
Net cash provided by (used in) financing
  activities                                  8,745      (10,684)

Net increase/(decrease) in cash               2,640      (23,319)
Cash at beginning of period                     824       27,010
Cash at end of period                         3,464        3,691

See notes to condensed consolidated financial statements
<PAGE>
                          EquiMed, Inc.

      Notes to Condensed Consolidated Financial Statements
                           (Unaudited)

                          June 30, 1997

1.    Business, Organization and Basis of Presentation

     EquiMed, Inc., a Delaware corporation ("EquiMed" or the
     "Company"), is the legal successor to Equivision, Inc., a
     Pennsylvania corporation ("Equivision"), which was
     incorporated in October 1991 and commenced operations as an
     ophthalmology-related and physician practice management
     business, effective January 1, 1992.  Equivision completed
     its initial public offering in November 1993 and has been a
     reporting company under the Securities Exchange Act of 1934
     (the "Exchange Act") since that time.

     EquiMed is the result of the merger between Equivision and
     Colkitt Oncology Group, Inc., a Delaware corporation (the
     "Oncology Group"), and the subsequent reincorporation merger
     of Equivision with and into its wholly owned Delaware
     subsidiary, EquiMed.  These two mergers are referred to
     collectively herein as the "Merger."  The business
     combination of the Oncology Group and Equivision was
     accounted for as a reverse purchase.  As a result, the
     Oncology Group was considered for financial reporting
     purposes as the acquiror.  The Merger was consummated on
     February 2, 1996, and a follow-up public offering was
     completed on February 15, 1996 consisting of shares sold by
     the Company and a selling stockholder.  The Oncology Group
     was formed in order to facilitate the acquisition by
     Equivision, of EquiMed Common Stock and the subsequent
     acquisition by EquiMed, of the stock and assets of various
     corporations, partnerships and joint ventures owning or
     controlling 30 radiation oncology centers comprising the
     Oncology Group.  Pursuant to the merger agreement the
     stockholders of the Oncology Group received approximately
     21 million shares of the Company's common stock (the "Common
     Stock").  Douglas R. Colkitt, M.D., the principal
     stockholder of the Oncology Group, is currently the
     Chairman, Chief Executive Officer and also the principal
     stockholder of the Company.  Dr. Colkitt became the Chief
     Executive Officer of EquiMed on January 1, 1997.  Pursuant
     to the Merger, EquiMed succeeded to all of the assets,
     liabilities and contractual obligations of Equivision and of
     the Oncology Group.

     In addition to the acquisition of the radiation oncology
     centers, the Oncology Group had entered into management
     agreements (the "Management Agreements") with the
     professional corporations affiliated with such radiation
     oncology centers and owned by Dr. Colkitt.  These
     professional corporations employ physicians that maintain
     medical practices and provide medical care to patients
     receiving treatment at the radiation oncology centers.

     In general, the Management Agreements provide that EquiMed,
     as the surviving corporation of the Merger, must supply the
     professional corporations with offices and facilities, non-
     professional personnel, inventory, supplies and management
     and administrative services.  Under the terms of the
     Management Agreements, EquiMed is responsible for billing
     and collecting the receivables of the professional
     corporations.  Although each professional corporation has
     legal title to its receivables and net revenues from patient
     care, EquiMed is an agent of each of the professional
     corporations for the purposes of billing and collection
     activities.

     The Company currently owns, operates or manages 35 radiation
     oncology centers (the "Oncology Centers") and operates or
     manages the professional corporations affiliated with such
     Oncology Centers.

     In addition, the Company currently manages five
     complementary subspecialty medical practices in medical
     oncology, urology, and internal medicine.  The professional
     corporations and the subspecialty medical practices are
     hereinafter collectively referred to as the "Affiliated
     Medical Practices."

     EquiMed is a transnational holding company for a group of
     companies focused primarily on the provision of physician
     practice management services, information technology and
     outsourcing services primarily to the health care industry. 
     The Company provides medical practice management services to
     the Oncology Centers and Affiliated Medical Practices.  In
     addition, through its management services organization
     division (the "MSO Division"), the Company provides data
     processing, billing, accounting, collections and other
     administrative and outsourcing services to the health care
     industry and other businesses.  The Oncology Centers and
     Affiliated Medical Practices provide medical services in
     selected U.S. geographic markets.  Through wholly owned and
     majority owned subsidiaries, the Company also engages in
     real estate leasing, provides medical and legal
     transcription services, established and operates a cosmetic
     laser treatment center and is involved, through a captive
     insurance company, in the reinsurance of professional
     liability for the Oncology Centers and the Affiliated
     Medical Practices and workers' compensation insurance.

     In June 1997, the Board of Directors of the Company approved
     a one-for-six reverse split of Common Stock (the "Reverse
     Split") which took effect on August 11, 1997.  The Board
     believes the Reverse Split is desirable for several reasons. 
     The Reverse Split should enhance the acceptability of the
     Common Stock by the financial community and investing
     public.  The reduction in the number of issued and
     outstanding shares of Common Stock by the Reverse Split is
     expected to increase the per share market price of Common
     Stock.  The Board also believes that the Reverse Split will
     result in a broader market for the Common Stock than that
     which currently exists.  All share and per share data have
     been adjusted to give retroactive effect to the Reverse
     Split.

     These financial statements have been prepared in accordance
     with generally accepted accounting principles for interim
     financial information.  Accordingly, they do not include all
     of the information and footnotes required by generally
     accepted accounting principles for complete financial
     statements.  In the opinion of management, all adjustments,
     consisting only of normal recurring adjustments, considered
     necessary for a presentation have been included.  Operating
     results for the six month period ended June 30, 1997 are not
     necessarily indicative of the results that may be expected
     for the year ended December 31, 1997.  For further
     information, refer to the financial statements and footnotes
     thereto in the Company's annual report on Form 10-K for the
     year ended December 31, 1996.

2.   Other Business Acquisitions

     On January 1, 1997, the Company acquired several support
     companies from Douglas R. Colkitt, M.D. for $2,738,755 in
     cash (including acquisition costs).  These business
     combinations have been accounted for as purchases.  Purchase
     price in excess of book value of these related entities
     wholly owned by Dr. Colkitt have been reflected as dividends
     paid.

     On January 3, 1997, the Company acquired the assets of
     Prophecy Health Management, Inc. for $500,000, consisting of
     $450,000 in cash (including acquisition costs) and notes
     payable in the amount of $50,000. The business combination
     was accounted for as a purchase.

     On January 8, 1997, the Company acquired the assets of three
     court reporting companies known as Doyle Court Reporting for
     $4,473,471, consisting of $2,473,471 in cash (including
     acquisition costs), and notes payable in the amount of
     $2,000,000 plus an additional earnout of $300,000 in cash. 
     The business combination was accounted for as a purchase.

     On February 5, 1997, the Company acquired the assets of
     Riverdale Home Therapies, Inc. for $2,271,000 in cash
     (including acquisition costs).  The business combination was
     accounted for as a purchase.

     On February 11, 1997, the Company acquired the assets of
     Oaklane Cancer & Hematology Clinic for $2,291,000,
     consisting of $1,191,000 in cash (including acquisition
     costs) and notes payable in the amount of $1,100,000.   The
     business combination was accounted for as a purchase.

     On April 1, 1997, the company acquired several support
     companies from Douglas R. Colkitt, M.D. for $6,000,000 in
     cash (including acquisition costs), plus potential earn-out
     of up to $9,300,000 payable in Common Stock in the event the
     Management Services Companies achieve aggregate combined
     pre-tax earnings of $3,500,000 in 1997.  These business
     combinations have been accounted for as purchases.  Purchase
     price in excess of book value of these related entities
     wholly owned by Dr. Colkitt has been reflected as dividends
     paid.

     A summary of assets acquired in the business combinations
     accounted for as purchases, during the six months ended
     June 30, 1997 is (in thousands):

     Cash                                            $   880
     Accounts receivable                               1,183
     Prepaid expense and other current assets            441
     Property & Equipment                             11,211
     Management agreements                             8,857
                                                     $22,572

     The pro forma unaudited results of operations for the six
     months ended June 30, 1996 and 1997, assuming consummation
     of the purchases described above, as of January 1, 1996, are
     (in thousands, except per share amounts).

                           Three months ended   Six months ended
                                June 30,            June 30,     
                            1996        1997      1996      1997 

Net revenues              $32,639     $18,935   $58,022   $37,272
Income before
  extraordinary items       2,582       2,974     3,291     6,484
Net Income                  2,582       2,974     3,164     6,484
Net income per share
  before extraordinary
  item                        .55         .66       .74      1.41
Net income per share          .55         .66       .71      1.41 

3.   Business Dispositions

     Effective on November 1, 1996, the Company sold its
     ophthalmology centers (the "Ophthalmology Division") to
     Physician Resource Group and its wholly owned subsidiary,
     PRG Georgia, Inc. (collectively, "PRG").  The consideration
     received by the Company for the sale to PRG was
     approximately $55,077,000 in cash and  the assumption by PRG
     of approximately $16,611,000 of liabilities.  In addition,
     the Company agreed to assist PRG in its acquisition of
     additional ophthalmology practices from November 1996 to
     April 1997 in consideration for negotiated fees and expenses
     based on the number of additional ophthalmology practice
     acquisitions accomplished in such period.

     The operating results of the Ophthalmology Division included
     in the Company's 1996 results of operations for the period
     from February 1, 1996 through June 30, 1996 are as follows
     (amounts in thousands):

         Net Revenues                            $22,615
         Costs and expenses
           Professional expenses                   6,570   
           Center operating expenses              10,114
           General and administrative expenses     3,082
           Depreciation and amortization           1,397
           Interest expense                          595
           Other income, net                           0

         Total costs and expenses                $21,746
         Net income before taxes                     869
         Minority Interest                            38
         Provision for income taxes                  331

         Net income                              $   498 

4.   Commitments and Contingencies

     In connection with the Merger, Dr. Colkitt has indemnified
     the Company from any income tax liabilities, if any, not
     reflected in the financial statements of the Oncology Group
     related to any period or periods prior to the Merger (the
     "General Indemnification Agreement").

     On March 21, 1996, the Company entered an appearance as a
     plaintiff to a declaratory judgment action commenced
     August 30, 1995, in the Delaware Court of Chancery.  The
     litigation seeks a declaration that the merger of the non-
     professional component of eight oncology centers into the
     Oncology Group prior to the Merger was effected in
     accordance with applicable Delaware law and that the merger
     consideration was fair to the interests held by minority
     shareholders (the "Minority Holders") in connection with the
     purchase of their shares.  The Minority Holders have filed
     answers and counterclaims in the Delaware action against the
     Company and other counterclaim defendants for breach of
     fiduciary duty, breach of contract, fraud and other
     violations of Delaware statutory law.  The counterclaims
     seek rescission of the August 1995 mergers of the eight
     corporations and compensatory and/or rescissory damages. 
     The Minority Holders allege that the value of their holdings
     that were cancelled pursuant to these mergers exceeded
     $50,000,000.

     While Dr. Colkitt and the entities that were merged into the
     Company pursuant to the Merger believe they have meritorious
     defenses to the allegations of the Minority Holders,
     Dr. Colkitt has entered into an agreement with the Company
     to fully indemnify the Company against any damage, loss,
     expense or liability, including attorneys' fees and
     expenses, incurred by the Company resulting from the
     litigation with the Minority Holders (the "MH
     Indemnification Agreement").

     As a part of the General and MH Indemnification Agreements,
     Dr. Colkitt is required to place shares of the Company's
     stock held by him with the Company.  Dr. Colkitt has placed
     shares of the Company's stock with the Company based upon
     the Company's estimate of any potential damage, loss,
     expense or liability, including attorneys' fees and
     expenses, which may be incurred by the Company resulting
     from the litigation with the Minority Holders and from any
     income tax liabilities not reflected in the financial
     statements of the Oncology Group related to any period or
     periods prior to the Merger.

     Based upon management's knowledge of the facts to date and
     consultation with its legal advisors, management believes
     the ultimate disposition of these matters will not have an
     adverse effect on the Company's financial position or the
     results of operations.

     On May 15, 1997, the Company filed Demand for Arbitration
     before the American Arbitration Association in Philadelphia,
     Pennsylvania to enforce certain terms of the Asset Purchase
     Agreement dated October 7, 1996 between the Company and PRG
     (the "Agreement") and to recover damages for breach of the
     Agreement by PRG.  Under the Agreement, the Company sold
     substantially all of the assets of its Ophthalmology
     Division to PRG and also agreed, during the period beginning
     November 1996 and ending April 1997, to assist PRG in the
     acquisition of additional ophthalmology practices.  In
     return for such additional services, the Company is entitled
     to receive from PRG certain fees and expenses based upon the
     status of such additional acquisitions as of May 15, 1997. 
     PRG failed to make the May 15, 1997 payment to the Company
     and has advised the Company that it does not intend to make
     such payment.  Under the Demand for Arbitration, the Company
     is also seeking damages in connection with PRG's refusal to
     provide the Company's representatives with access to
     financial records of the Ophthalmology Division, which
     refusal had delayed the Company's ability to complete its
     annual audit and filings required under the Securities
     Exchange Act of 1934, as amended.  PRG has filed a
     counterclaim against the Company in which they seek damages
     in excess of $45,000,000 in connection with PRG's
     acquisition of the Company's Ophthalmology Division in
     November 1996.

     The Company is insured with respect to medical malpractice
     risks on a claims-made basis.  Should these claims-made
     policies not be renewed or replaced with equivalent
     insurance, claims based on occurrences during the term of
     the respective policies, but asserted subsequently would be
     uninsured.

     The Company has been named in two actions relating to
     professional liability claims at one of its ophthalmology
     centers.  The claims pertain to a period when the Company
     was partially self insured for that center.  The Company
     intends to defend these claims vigorously and believes it
     has meritorious defenses.  Management believes the ultimate
     disposition of these matters will not have a material
     adverse effect on the Company's financial position or the
     results of operations.

     The Company and its subsidiaries are not parties nor is the
     Company's property subject to any other material litigations
     or proceedings, other than the litigation described above
     and other litigation incidental to business.

5.   Related Party Transactions

     The Company entered into a receivables purchase agreement on
     April 27, 1995.  Under the terms of the agreement,
     receivables are transferred to Oncology Funding Corporation
     (a company that is wholly-owned by Dr. Colkitt) which then
     factors the receivables with an unrelated financing company,
     John Alden Asset Management Company ("Alden").  The factored
     receivables may be denied by Alden for various reasons
     including nonpayment by the payor. The transfer of
     receivables to Alden is recognized as a sale and the
     difference between the sales price (adjusted for the accrual
     of probable adjustments) and the net receivables is
     recognized as a gain or loss on the sale of receivables.
     During 1996 and through June 30, 1997, the Company failed to
     comply with certain covenants of the receivable purchase
     agreement.  Remedies available to Alden due to these events
     of noncompliance include termination of the receivable
     purchase agreement.  Proceeds to the Company from
     receivables sold under this agreement were approximately
     $15,513,206 for the six months ended June 30, 1997.  At
     June 30, 1997, the balance of receivables transferred that
     remain uncollected was approximately $5,639,618.

     The Company has contracted with National Medical Financial
     Services ("NMFS"), a company in which Dr. Colkitt is the
     Chairman and a principal shareholder, to perform billing
     services for the Company. Effective January 1, 1995, the
     contract with NMFS was renegotiated and the fee for billing
     services was reduced to 3% of collected revenue.  In
     addition, NMFS agreed to begin performing accounting
     services for the Company for a fee of 1% of collected
     revenues.  As a result, a portion of the Company's
     accounting personnel were transferred to a company
     controlled by Dr. Colkitt and a subcontractor of NMFS.
     During the three months ended June 30, 1996 and 1997, the
     Company expensed $595,000 and $604,000.  During the six
     months ended June 30, 1996 and 1997, the Group expensed
     $1,180,000 and $1,175,000, respectively, for services
     provided by NMFS.  The Group estimates that the cost to
     provide these services internally, prior to the contract
     with NMFS, was approximately 3% of net revenues.

6. Subsequent Events

     Effective July 1, 1997, the Company also acquired from
     Dr. Colkitt all of the capital stock of an anesthesia
     services company, Anesthesia Solutions, Inc. ("ASI").  The
     total consideration for ASI was an assumption of debt and a
     potential earn-out payable in Common Stock based on a
     multiple of EBITDA. 

     On July 1, 1997, the Company acquired the assets of Mayur
     Patel, M.D. for $1,243,623, consisting of $565,000 in cash
     (including acquisition costs) and notes payable in the
     amount of $678,623.  The business combination was accounted
     for as a purchase.

7.    Accounting Pronouncements

     In February, 1997, the Financial Accounting Standards Board
     issued Statement of Financial Accounting Standard No. 128
     "Earnings per Share" ("SFAS 128"), which will change the
     current method of computing earnings per share.  The new
     standard requires presentation of "basic earnings per share"
     and "diluted earnings per share" amounts, as defined. 
     SFAS 128 will be effective for the Company's quarter and
     year ending December 31, 1997, and upon adoption, all prior-
     period earnings and per share data presented will be
     restated to conform with the provisions of the new
     pronouncement.  Application earlier than the Company's
     quarter ending December 31, 1997 is not permitted.  The
     Company does not believe the application of the new standard
     will materially impact the financial statements.
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Results Of Operations

     At June 30, 1997, the Company owned, operated or managed 35
     radiation oncology centers, operated or managed the
     Affiliated Medical Practices associated with such oncology
     centers and five complementary subspecialty medical
     practices.  In addition, the Company owned three equipment
     or real estate leasing companies, two transcription
     companies and had established billing, collections and other
     outsourcing subsidiaries and a captive insurance company. 
     At June 30, 1996, the Company owned, operated or managed
     34 oncology centers and 20 ophthalmology centers.  The
     decrease in centers owned, operated or managed was
     attributable to the sale of the Ophthalmology Division
     offset by acquisitions of four complementary medical
     practices, one oncology center, three leasing companies, two
     transcription companies and five management services
     companies during the twelve month period ended June 30,
     1997.

     Net revenues for the six months ended June 30, 1997
     decreased 28% to $36,038,000 from $50,142,000 for the same
     period in 1996.  The decrease in net revenues was
     attributable to the sale of ophthalmology centers (which
     generated net revenues of $22,615,000 in the six months
     ended June 30, 1996) offset by the net revenues of
     $8,511,000 generated by the newly acquired businesses in the
     six month period ended June 30, 1997.

     Professional fees and expenses are incurred at center
     locations and consist primarily of physician compensation
     and liability insurance.  Physicians are primarily
     compensated on either the profitability of an individual
     center or a percentage of professional fees generated. 
     Professional fees and expenses during the six month period
     ended June 30, 1997 decreased 45.8% to $7,193,000 from
     $13,261,000 for the same period in 1996.  These decreased
     expenses resulted from the sale of the Ophthalmology
     Division.  As a percentage of net revenues, professional
     fees and expenses decreased to 20.0% in the six month period
     ended June 30, 1997 from 26.45% in the same period in 1996. 
     This decrease was due to a change in the mix of the
     businesses included within the Company.

     Treatment and support services consist of center-related,
     non-physician payroll costs, medical, treatment, and optical
     costs, marketing and other center-related cost.  Treatment
     and support services during the six month period ended
     June 30, 1997 decreased 26.8% to $13,603,000 from
     $18,579,000 for the same period in 1996.  These decreased
     expenses resulted from the sale of the Ophthalmology
     Division offset by subsequent acquisitions.  As a percentage
     of net revenues, treatment and support services increased to
     37.8% from 37.1% in 1996.  This increase was due to a change
     in the mix of businesses included within the Company.

     General and administrative expenses consist of billing,
     accounting, development, legal and corporate administrative
     expense.  General and administrative expenses during the six
     months ended June 30, 1997 decreased to $4,021,000 from
     $5,875,000 for the same period in 1996.  As a percentage of
     net revenues, general and administrative expenses decreased
     to 11.2% in 1997 from 11.7% in 1996.  These decreased
     expenses resulted from the sale of the Ophthalmology
     Division offset by the acquisition of the Management
     Services companies.

     Depreciation consists of depreciation of property and
     equipment.  Amortization consists primarily of the
     amortization of excess costs of acquired businesses over
     fair value of the net identifiable assets acquired in
     connection with acquisitions.  Depreciation and amortization
     decreased to $2,341,000, or 6.5% of net revenues, for the
     six month period ended June 30, 1997 from $2,672,000, or
     5.3% of net revenues for the same period in 1996.  There was
     no material change due to the mix of the businesses included
     within the Company, as a result of acquisitions.

     Interest expense decreased to $1,428,000, or 4.0% of net
     revenues, for the six month period ended June 30, 1997 from
     $1,717,000, or 3.4% of net revenues for the same period in
     1996, primarily as a result of decreased borrowings and the
     repayment of debt.

     Minority interest primarily represents interest in
     individual cancer centers held by entities other than the
     Company.  Such entities have included hospitals or other
     such health care providers which enter into affiliation
     arrangements with the Company.  Minority interest in the
     earnings of such centers increased to $441,000, or 1.2% of
     net revenues for the six month period ended June 30, 1997
     from $281,000, or 0.6% of net revenues for the same period
     in 1996.  This increase was primarily the result of improved
     profitability of those centers with minority interest
     holdings.

     During the six month period ended June 30, 1997, the Company
     recorded income tax expense of $1,540,000.  During the six
     month period ended June 30, 1996, the Company recorded
     income tax expense of $3,145,000.

Liquidity And Capital Resources

     At June 30, 1997, the Company had cash and cash equivalents
     of $3,691,000. During the six month period ended June 30,
     1997, the Company used cash in operating activities of
     $7,789,000 and used cash in investing and financial
     activities of $7,070,000 and $10,684,000 respectively.

     Cash flows from operating activities during the six month
     period ended June 30, 1997 included net income of $5,777,000
     and a subsequent adjustments for cash provided by
     depreciation and amortization of $2,341,000. Cash was
     provided by  increases in accounts payable, accrued expenses
     and income taxes of $1,097,000, $917,000 and $1,578,000,
     respectively, offset by accumulation of accounts receivable
     and related party receivables of $2,282,000 and $16,289,000,
     respectively.  The accumulation of accounts receivable was
     attributable to a reduction in the level of accounts
     receivable sold under the factoring arrangement.

     The Company's principal sources of liquidity for working
     capital and current operations will be its factoring
     arrangement and cash flows from operations. The Company has
     been considering other capital alternatives to finance its
     acquisitions strategy.  While the Company believes it will
     be able to secure adequate funds which, when combined with
     the issuance of common stock and promissory notes, will
     enable it to consummate its planned acquisitions, there can
     be no assurance that it will be able to do so.

<PAGE>
                   PART II - OTHER INFORMATION

Item 1:   Legal Proceedings (No response required)

Item 5:   Other Information .(no response required)

Item 6:   Exhibits and Reports on Form 8-K

          (a)  Exhibits

              (3.1) Certificate of Incorporation of the Company*

              (3.2) Bylaws of the Company*

              (11)  Statement re: computation of earnings per
                    share 

              (27)  Financial Data Schedule

          (b) Reports on Form 8-K

               Form 8-K filed May 13, 1997
____________________
*    Incorporated herein by reference to the exhibit to the
     Company's Registration Statement on Form SB-2 (No.
     33-98058).
<PAGE>
                           SIGNATURES

          Pursuant to 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.

                              EQUIMED, INC. (Registrant)

                              By /s/Douglas R. Colkitt           
                                   Douglas R. Colkitt,
                                   Chairman and Chief Executive
                                   Officer

                              By /s/ Daniel Beckett              
                                   Daniel Beckett,
                                   Chief Financial Officer

August 12, 1997

<PAGE>
                          EXHIBIT INDEX

Exhibit

(3.1)     Certificate of Incorporation of the Company*

(3.2)     Bylaws of the Company*

(11)      Statement re: computation of earnings per share 

(27)      Financial Data Schedule

____________________
*    Incorporated herein by reference to the exhibit to the
     Company's Registration Statement on Form SB-2 (No.
     33-98058).