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 September 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        No  X 

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 October 31, 1997.
<PAGE>
                          EquiMed, Inc.
                            FORM 10Q
            For the Quarter Ended September 30, 1997

                 PART 1 - FINANCIAL INFORMATION

                                                             Page

Item 1:   Financial Statements (Unaudited)

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

          Condensed Consolidated Income Statements for
          the Nine Months ended September 30, 1996 and 1997     3

          Condensed Consolidated Income Statements for
          the Three Months ended September 30,1996 and 1997     5

          Condensed Consolidated Statement of
          Stockholders' Equity for the Nine Months
          ended September 30, 1997                              6

          Condensed Consolidated Statements of Cash
          Flows for the Nine Months Ended
          September 30, 1996 and 1997                           7

          Notes to Condensed Consolidated Financial
          Statements                                            9

Item 2:   Management's Discussion and Analysis of
          Financial Condition and Results of Operations        18
<PAGE>
                          EquiMed, Inc.
              Condensed Consolidated Balance Sheets
                         (in thousands)


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

Current assets
  Cash and cash equivalents              $ 27,010     $  2,891
  Accounts receivable, net                  6,307       13,607
  Receivable from affiliates                9,718       23,094
  Prepaid expenses and other current
    assets                                  1,607        3,703
  Deferred income taxes                     3,171        3,171

Total current assets                       47,813       46,466

Property and equipment, net                12,379       23,524
Management agreements, net of
  accumulated amortization                  5,490       30,360
Advances to/(from) principal
  shareholder                               5,025       (2,592)
Other assets                                  884          888

Total Assets                               71,591       98,646

Liabilities and stockholders' equity

Current liabilities
  Accounts payable                          1,312        5,445
  Payable to affiliates                     7,815       10,681
  Accrued salaries and professional
    fees                                    3,243        7,936
  Other accrued expenses                    6,006       10,591
  Income taxes payable                      7,921        4,235
Current portion of long-term debt             686        8,251
Current portion of obligations under
  capital leases:
    Related parties                           354          546
    Other                                     717        1,721

Total current liabilities                  28,054       49,406
          
Long-term debt, net of current portion      2,431       11,929
Obligations under capital leases, net
  of current portion: 
    Related parties                         1,545        2,197
    Other                                   1,853        4,424
Deferred income taxes                         771        5,006
Minority interests                          1,473        2,069

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 4,454,443
    as of September 30, 1997                    3            3
  Less Treasury stock, 310,803 shares,
    at cost as of September 30, 1997            0       (5,889)
    Additional paid-in capital             81,600       81,600
    Partner's Capital                         657          657
      Retained deficit                    (46,796)     (52,756)
                                           35,464       23,615
  Total Liabilities & Stockholders
           Equity                          71,591       98,646

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

                                               Nine months ended
                                                 September 30,   
                                                1996       1997  

Net revenues                                  $79,188    $59,833

Costs and expenses:
  Professional fees and expenses               21,194     16,783
  Treatment and support services               29,722     16,899
  General and administrative expenses           9,242      9,717
  Depreciation and amortization                 4,137      3,554 
  Amortization of EquiVision, Inc.
    acquisition                                   633          0
  Interest expense:
    Related parties                               376        467
    Other                                       1,743      1,293
    Loss on sale of receivables                   513        847
    Other income, net                            (407)      (372)
    Write-down of Goodwill                     24,200          0 

Total costs and expenses                       91,353     49,188

Income before minority interest,
  extraordinary items and income taxes        (12,165)    10,645

Minority interest                                 569        596

Income before income taxes                    (12,734)    10,049

Provision for income taxes                      4,443      1,427
Cumulative adjustment to establish
  deferred income taxes                         1,277          0
Total provision for income taxes                5,720      1,427 

Net income before extraordinary charge        (18,454)     8,622
Extraordinary charge for refinancing of
  debt, net of income taxes                       127          0 

Net income                                    (18,581)     8,622

Net income per share before extraordinary
   charge:                                    $ (4.06)   $  1.89
Extraordinary charge                               --         --
Net income per share                          $ (4.06)   $  1.89 

Weighted average common shares and
  equivalents                                   4,574      4,552

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

                                              Three months ended
                                                 September 30,   
                                                1996       1997  

Net revenues                                  $29,046    $23,795

Costs and expenses:
  Professional fees and expenses                7,933      9,590
  Treatment and support services               11,143      3,296
  General and administrative expenses           3,367      5,696
  Depreciation and amortization                 1,465      1,213
  Amortization of EquiVision, Inc.
    acquisition                                   237          0
  Interest expense:                                           
    Related parties                                70        150
    Other                                         693        455
    Loss on sale of receivables                   152        574
  Other income,net                               (127)      ( 67)
  Write-down of Goodwill                       24,200          0
Total costs and expenses                       49,133     20,907

Income before minority interest,
  extraordinary items and income taxes        (20,087)     2,888
Minority interest                                 288        155

Income before income taxes                    (20,375)     2,733
Provision for income taxes                      1,298       (111)
Cumulative adjustment to establish
  deferred income taxes                             0          0
Total provision for income taxes                1,298       (111)

Net income before extraordinary charge        (21,673)     2,844
Extraordinary charge for refinancing of
  debt, net of income taxes                         0          0

Net income                                    (21,673)     2,844

Net income per share before extraordinary                        
  charge:                                     $ (4.55)   $  0.64
Extraordinary charge                               --         --
Net income per share                          $ (4.55)   $  0.64

Weighted average common shares and
  equivalents                                   4,767      4,458

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

<TABLE>
<CAPTION>
                                                                       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                                                                                         (14,582)   (14,582)
                                                                 
Repurchase of common stock
  using Treasury method                            310,803   (5,889)                                         (5,889)

Net Income                                                                                         8,622      8,622

Balance, September 30, 1997  4,765,246      $3     310,803   (5,889)    $81,600       $657      $(52,756)   $23,615

</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
                          EquiMed, Inc.
         Condensed Consolidated Statements of Cash Flows
                           (Unaudited)
                         (in thousands)

                                             Nine months ended
                                               September 30,      

                                              1996         1997  
Cash flows from operating activities
Net income                                  (18,581)       8,622
Adjustments to reconcile net income to
  net cash provided by/(used in)
  operating activities:
    Depreciation and amortization             4,770        3,554
    Write-down of goodwill                   24,200            0
    Deferred income taxes                     1,277        4,235
    Minority interest                           569          596
    Changes in operating assets and
      liabilities, net of acquired
      businesses
        Accounts receivable                  (3,541)      (7,300)
        Receivables from/payable to
          affiliates                         (2,808)      (8,902)
        Prepaid expenses and other
          current assets                       (872)      (2,096)
        Accounts payable                     (1,353)       1,297
        Accrued salaries and benefits        (1,556)      (1,347)
        Other accrued expense                (1,160)      (1,756)
        Income taxes payable                 (1,124)      (3,686)
Net cash (used in) operating activities        (179)      (6,783)

Cash flows from investing activities
Payments for practice acquired, net of
  cash acquired                              (4,543)      (8,486)
Purchase of property and equipment           (1,813)      (1,341)
Proceeds from sale of intangible asset          750
Decrease in other assets                       (119)          59 
Net cash (used in) investing activities      (5,725)      (9,768)

Cash flows from financing activities
Proceeds from long-term borrowings           15,879        3,345
Repayment of long-term debt                 (20,244)        (827)
Proceeds from issuance of common stock       24,227            0
Repurchase of common stock                                (5,889)
Repayment of obligations under capital
  leases:
  Related parties                            (3,342)        (545)
  Other                                      (2,225)        (551)
Distributions:
  Primary owner                              (3,543)      (3,101)
  Minority owners                              (392)           0
Net cash provided by/(used in) financing
  activities                                 10,360       (7,568)

Net increase/(decrease) in cash               4,456      (24,119)
Cash at beginning of period                     824       27,010
Cash at end of period                         5,280        2,891

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

      Notes to Condensed Consolidated Financial Statements
                           (Unaudited)

                       September 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.
     
     Effective July 1, 1997, the Company acquired all of the
     capital stock of an Anesthesia Services Company, Anesthesia
     Solutions, Inc. ("ASI").  This acquisition resulted in the
     Company obtaining contracts to provide anesthesia services
     to Hospitals.  These services include the provision of
     management services to those hospitals.  As of September 30,
     1997 the Company had 21 Hospital Based Anesthesia contracts
     (the "Anesthesia Contracts").

     In addition, the Company currently manages six 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, the Anesthesia Contracts 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 reverse
     split resulted in the shares issued decreasing from
     28,591,476 to 4,765,246, and the shares outstanding
     decreasing from 26,726,657 to 4,454,443. All share and per
     share data have been adjusted to give retroactive effect of
     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 nine month period ended September 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 potential 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 have been reflected as dividends
     paid.

     Effective July 1, 1997, the Company acquired Anesthesia
     Solutions, Inc ("ASI") from Douglas R. Colkitt, M.D. As
     consideration for the capital stock of ASI, the Company
     shall assume certain debt of ASI and Colkitt shall have the
     right to receive as stock consideration from EquiMed the
     number of shares of EquiMed common stock with an aggregate
     value equal to 5.5 multiplied by the EBITDA ("earnings
     before income taxes,depreciation and amortization") for the
     calendar year ended December 31, 1997 less an amount equal
     to ASI's debt (as defined in the Stock Purchase Agreement)
     as of June 30, 1997, subject to certain negative adjustments
     if ASI's working capital deficit (as defined in the Stock
     Purchase Agreement) as of June 30, 1997 exceeded $10,000,000
     or if ASI's debt (as defined in the Stock Purchase
     Agreement) exceeds $13,000,000.  The business combination
     was accounted for as a purchase.  Purchase price in excess
     of book value of ASI has been reflected as dividends paid.

     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.

     On July 1, 1997, the Company acquired the assets of Woomyung
     Choe, M.D. for $2,450,000, consisting of $1,987,400 in cash
     (including acquisition costs) and notes payable in the
     amount of $462,600.  The business combination was accounted
     for as a purchase.

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

     Cash                                            $ 1,516
     Accounts receivable                               5,105
     Prepaid expense and other current assets          1,278
     Property & Equipment                             12,353
     Management agreements                            23,982
                                                     $44,234

     The pro forma unaudited results of operations for the nine
     months ended September 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   Nine months ended
                             September 30,        September 30,  
                            1996        1997      1996      1997 

Net revenues             $ 40,744    $23,795   $114,282   $76,583
Income before
  extraordinary items     (21,348)     2,844    (17,477)    9,799
Net Income                (21,348)     2,844    (17,604)    9,799
Net income per share
  before extraordinary
  item                      (4.48)       .64      (3.82)     2.15
Net income per share        (4.48)       .64      (3.85)     2.15

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 September 30, 1996 are as
     follows (amounts in thousands):

         Net Revenues                            $37,547
         Costs and expenses
           Professional expenses                  10,951   
           Center operating expenses              17,362
           General and administrative expenses     4,909
           Depreciation and amortization           2,231
           Interest expense                        1,101
           Other Income, net                         (18)
           Write-down of Goodwill                 24,200
         Total costs and expenses                $60,736

         Net (Loss) before taxes                ($23,189)
         Minority Interest                            45
         Provision for income taxes                  370

         Net (Loss)                             ($23,604)

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 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.

     In March 1997, ASI filed a claim for Arbitration under the
     Asset Purchase Agreement dated June 1, 1996, by and between
     ASI as Buyer and Allegiant Physicians Services, Inc.
     (Allegiant) as Seller, seeking reformation of a section of
     the Asset Purchase Agreement, where ASI maintains a drafting
     error occurred.  As a result of the dispute between the
     parties, the outcome of the Arbitration will determine the
     final Purchase Price of the assets acquired by ASI from
     Allegiant, under the Asset Purchase Agreement.  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 September 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
     $23,752,682 for the nine months ended September 30, 1997. 
     At September 30, 1997, the balance of receivables
     transferred that remain uncollected was approximately
     $4,809,447.

     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 that is a
     subcontractor to NMFS and is a wholly owned subsidiary of
     EquiMed. During the three months ended September 30, 1996
     and 1997, the Company expensed $609,000 and $594,000. 
     During the nine months ended September 30, 1996 and 1997,
     the Group expensed $1,789,000 and $1,770,000, 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. As
     of September 30, 1997 this contract has expired and there
     are no plans or negotiations to renew this contract with
     National Medical Financial Services at this time.

6.   Subsequent Events



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 September 30, 1997, the Company owned, operated or
     managed 35 radiation oncology centers, Anesthesia Services
     for 21 Hospitals and operated or managed six 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 September 30, 1996, the Company
     owned, operated or managed 34 oncology centers and
     21 ophthalmology centers.  The increase in centers owned,
     operated, or managed during the nine months ended
     September 30, 1997 was attributable to the acquisitions of
     three complementary medical practices, two oncology centers,
     three leasing companies, two transcription companies, five
     management services companies, and the 21 Anesthesia Service
     contracts, offset by the sale of the Ophthalmology Division.

     Net revenues for the nine months ended September 30, 1997
     decreased 24% to $59,833,000 from $79,188,000 for the same
     period in 1996.  The decrease in net revenues was
     attributable to the sale of ophthalmology centers (which
     generated net revenues of $37,547,000 in the nine months
     ended September 30, 1996) offset by the net revenues of
     $18,192,000 generated by the newly acquired businesses in
     the nine month period ended September 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  the profitability of an individual center, a
     fixed salary or a percentage of professional fees generated. 
     Professional fees and expenses during the nine month period
     ended September 30, 1997 decreased 20.8% to $16,783,000 from
     $21,194,000 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 increased to 28.0% in the nine month
     period ended September 30, 1997 from 26.76% in the same
     period in 1996.  This increase was due to a change in the
     mix of the businesses included within the Company, with the
     most notable increase due to the addition of the Anesthesia
     Services Company (Anesthesia Solutions, Inc. ("ASI")).  

     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 nine month period ended
     September 30, 1997 decreased 43.1% to $16,899,000 from
     $29,722,000 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 decreased to
     28.2% from 37.5% in 1996.  This decrease was a result of the
     sale of the Ophthalmology Division and 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
     nine months ended September 30, 1997 increased to $9,717,000
     from $9,242,000 for the same period in 1996.  As a
     percentage of net revenues, general and administrative
     expenses increased to 16.2% in 1997 from 11.7% in 1996. 
     These increased expenses resulted from the acquisition of
     the Management Services Companies and the additions to those
     companies in anticipation of future acquisitions.

     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 $3,554,000, or 5.9% of net revenues, for the
     nine month period ended September 30, 1997 from $4,770,000,
     or 6.0% 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.

     Interest expense decreased slightly to $2,607,000, or 4.3%
     of net revenues, for the nine month period ended
     September 30, 1997 from $2,632,000, or 3.3% of net revenues
     for the same period in 1996.

     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 $596,000, or 1.0% of
     net revenues for the nine month period ended September 30,
     1997 from $569,000, or 0.7% 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 nine month period ended September 30, 1997, the
     Company recorded income tax expense of $1,427,000.  During
     the nine month period ended September 30, 1996, the Company
     recorded income tax expense of $5,720,000.  The Company
     continues to provide an adequate provision for income taxes
     payable for all of its subsidiaries, both domestic and
     international, with respect to all applicable laws and
     rates.

Liquidity And Capital Resources

     At September 30, 1997, the Company had cash and cash
     equivalents of $2,891,000. During the nine month period
     ended September 30, 1997, the Company used cash in operating
     activities of $6,783,000 and used cash in investing and
     financial activities of $9,768,000 and $7,568,000
     respectively.

     Cash flows from operating activities during the nine month
     period ended September 30, 1997 included net income of
     $8,622,000 and a subsequent adjustments for cash provided by
     depreciation and amortization of $3,554,000. Cash was
     provided by  increases in accounts payable,and the net
     effect of deferred taxes and income taxes payable of
     $1,297,000,and $549,000, respectively, offset by
     accumulation of accounts receivable,related party
     receivables,prepaid expenses, accrued salaries and
     benefits,and other accrued expenses of $7,300,000,
     $8,902,000, $2,096,000,$1,347,000 and $1,756,000
     respectively.  The accumulation of accounts receivable was
     attributable to a reduction in the level of accounts
     receivable sold under the factoring arrangement and the
     increase of accounts receivable that are not part of a
     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/A filed   July 11, 1997  

               Form 8-K/A filed   July 30, 1997
               
               Form 8-K   filed   August 14, 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

November 14, 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).