<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K/A


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 1998, OR


[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                      Commission File Number :   0-16235
                                        
                          PHP HEALTHCARE CORPORATION
                          --------------------------
            (Exact name of registrant as specified in its charter)


               DELAWARE                                    54-1023168
--------------------------------------------------------------------------------
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                Identification Number)
                                                     
       11440 COMMERCE PARK DRIVE                     
           RESTON, VIRGINIA                                 20191
--------------------------------------------------------------------------------
      (Address of principal office)                       (zip code)

                                        
      Registrant's Telephone Number, Including Area Code:  (703) 758-3600

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE> 
       <S>                                           <C> 
           TITLE OF EACH CLASS:                      NAME OF EACH EXCHANGE ON WHICH REGISTERED:
---------------------------------------------------------------------------------------------------------
       Common Stock, $0.01 par value                        New York Stock Exchange
       with associated Preferred Stock
            Purchase Rights
</TABLE> 
                                        
       Securities registered pursuant to Section 12(g) of the Act:  NONE

     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 period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  [X] Yes  [_] No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant (based on the closing price of such stock as reported on August 14,
1998 through the New York Stock Exchange) was approximately $23 million.  There
were 11,547,343 shares of common stock, $0.01 par value per share, outstanding
as of August 14, 1998.

     The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its annual report on Form 10-K by
restating such portions in their entirety as set forth in the pages attached
hereto:

     Part III, Items 10 through 13 and Part IV, Item 14.
<PAGE>
 
                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this Item for executive officers is set forth
in Part I of this report under the heading "Executive Officers" of the Company.

     The following sets forth certain information as of the date hereof with
respect to the Company's directors.  The Board of Directors is classified into
three classes whose terms are staggered to expire in different years.  The term
of office of one class of directors expires each year in rotation so that one
class is elected at each annual meeting of shareholders for a full three-year
term. The terms of three of the present directors expire at the 1998 annual
meeting.  The other seven directors will continue in office for the remainder of
their terms as indicated below.

<TABLE>
<CAPTION>
                                                                                SERVED AS           TERM AS DIRECTOR
                                        POSITIONS OR OFFICES                     DIRECTOR            EXPIRES AT THE      
             NAME                         WITH THE COMPANY                CONTINUOUSLY SINCE      ANNUAL MEETING IN      AGE
     -----------------------      -------------------------------------   ------------------      -----------------    -------
     <S>                          <C>                                     <C>                     <C>                  <C>   
     Charles P. Reilly            None                                          1991                     2000            55
     Jack M. Mazur                President and Chief Executive Officer         1976                     1998            56
     Michael D. Starr             Senior Executive Vice President,              1985                     1998            54
                                  Treasurer                                                                       
     Robert L. Bowles, Jr.        President, D.C. Chartered Health              1996                     1999            58
                                  Plan, Inc.                                                                      
     William J. Lubin             Executive Vice President                      1997                     2000            46
     Frank L. Provato, M.D.       Executive Vice President and                  1997                     1998            50
                                  Corporate Medical Director                                                                    
     Donald J. Ruffing            None                                          1991                     1999            77
     Joseph G. Mathews            None                                          1993                     1999            64
     Jerry W. Carlton             None                                          1997                     2000            56
     John J. McDonnell            None                                          1997                     2000            51 
</TABLE>

     The following are brief summaries of the business experience during at
least the past five years of each of the directors of the Company.

     Charles P. Reilly joined the Company as a Director in 1991 and became
Chairman of the Board in February 1997. Mr. Reilly is the managing general
partner of Shamrock Investments, a financial advisory and investment firm that
specializes in the health care industry. Mr. Reilly serves as Chairman of the
Board of Directors of Dynamic Health, Inc., an acute care hospital company, and
as a director of G & L Realty Corporation, a NYSE health care real estate
investment trust (REIT). Mr. Reilly has served as a director, trustee and
governing council member of the Federation of American Healthcare Systems and
The National Committee for Quality Health Care and the American Hospital
Association. From August 1994 to August 1995, Mr. Reilly was an officer and
employee of the Company, serving as a member of the Executive Council.

     Jack M. Mazur has been a Director of the Company since 1976 and has served
as President since October 1995. Prior to his election as President, Mr. Mazur
was Chief Executive Officer of the Company's Commercial Managed Care Division.
From August 1989 to October 1995, he served as Senior Executive Vice President
of the Company, from June 1986 to October 1993 as Secretary of the Company.

     Michael D. Starr has been a Director since 1985. Mr. Starr was Executive
Vice President from 1986 to September 1995 and has served as Senior Executive
Vice President since October 1995.

     Robert L. Bowles, Jr. was elected by the Board as a Director in September
1996. Mr. Bowles joined the Company in connection with the Company's acquisition
of D.C. Chartered Health Plan, Inc. Mr. Bowles is the founder of D.C. Chartered
and has more than 30 years of experience in administration and management of
health care services and operations for corporations and the military.

                                      -2-
<PAGE>
 
     William J. Lubin was elected by the Board as a Director in June 1997.  Mr.
Lubin joined the Company in August 1994 as Senior Vice President for Managed
Care. In late 1994 he assumed the position of Chief Operating Officer for
Commercial Managed Care. In October 1995, he became Chief Executive Officer for
Commercial Managed Care. In April 1996, he became Executive Vice President.
Prior to joining the Company, Mr. Lubin held management positions with Aetna
Health Plans, Travelers Insurance Companies, Lincoln National, and BlueCross and
BlueShield of Connecticut.

     Frank L. Provato, M.D. was elected by the Board as a Director in June 1997.
Dr. Provato joined the Company in 1993 and currently serves as Executive Vice
President and Corporate Medical Director.  Prior to joining the Company, he
served as Vice President and Corporate Medical Director for GTE Corporation,
where he was responsible for the development of health care cost management
strategies and the implementation of a GTE-sponsored primary care health center
in Tampa, Florida.  Dr. Provato has 23 years of diverse background in clinical
medicine, health care administration, occupational health, and employee benefits
administration.

     Donald J. Ruffing joined the Company as a Director in 1991. Colonel Ruffing
retired as the Chief of the Air Force Medical Service Corps, Office of the
Surgeon General, where he was responsible for developing plans, policies and
procedures for the management of the Air Force Medical Service Corps. In 1990,
Colonel Ruffing served as a team member of the Peer and Application Reviews,
Refugee Mental Health Programs for the National Institute of Mental Health.

     Joseph G. Mathews joined the Company as a Director in July 1993. Mr.
Mathews owns and operates Joseph G. Mathews & Associates, an insurance brokerage
firm. Mr. Mathews' professional designations include Chartered Financial
Consultant and Master of Science Financial Services. In addition to serving on
the Company's board, Mr. Mathews is a member of the boards of directors of SSM
HealthCare-Central Region, Mercantile Bank, Sanford Brown College, Lindenwood
College and Learfield Communications.

     Jerry W. Carlton was elected by the Board as a Director in June 1997.  Mr.
Carlton is the Managing Partner of the Newport Beach, California office of the
law firm of O'Melveny & Myers L.L.P. and his specialties are taxation and
general business law. He has furnished legal representation and advice to
clients regarding hospital acquisitions and divestitures and has provided
counsel for the legal aspects of provider relations for a large managed care
entity. In addition to serving on the Company's board, Mr. Carlton is a member
of the boards of directors of Phoenix House, Prentice Day School, Willametta K.
Kay Foundation, Arlington Investment Company, Vicente Management Company, and
the Foley Timber Company.

     John J. McDonnell was elected by the Board as a Director in June 1997.  Mr.
McDonnell is the co-founder, Chairman and CEO of Coagulation Diagnostics, Inc.
of Bethesda, Maryland.  He also served as the Secretary to the Board of
Directors of Yurie Systems, Inc., a telecommunications firm, and has served as
its General Counsel since 1996.  From 1990 to 1995, Mr. McDonnell was Counsel
with the law firm of Reed Smith Shaw & McClay.  He has also held executive and
legal positions with Fairchild Space and Defense Corporation and Fairchild
Industries, as well as with the Department of the Navy.  He is on the boards of
directors of Sequoia National Bank, Arcadis Geraghty & Miller, an environmental
engineering firm and a regional charitable institution.

                                      -3-
<PAGE>
 
ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

     The following table sets forth certain information for each of the last
three fiscal years with respect to the compensation awarded to, earned by, or
paid to the Chief Executive Officer of the Company and the next four most highly
compensated executive officers for the fiscal year ended April 30, 1998.

<TABLE>
<CAPTION>
                                                                          LONG-TERM
                                        ANNUAL COMPENSATION           COMPENSATION AWARDS
                                  -------------------------------     -------------------
     NAME AND                                        OTHER ANNUAL        OPTIONS/SARS          ALL OTHER
    PRINCIPAL                      SALARY    BONUS   COMPENSATION           AWARDS            COMPENSATION
    POSITION              YEAR      ($)       ($)         ($)                 (#)                 ($)
    ---------             ----     ------    -----   ------------     -------------------     ------------
<S>                       <C>     <C>        <C>     <C>              <C>                     <C>
Jack M. Mazur,            1998    675,000      -0-        (1)                    -0-             10,968(2)
 President and Chief      1997    583,000      -0-                               -0-             10,285
 Executive Officer        1996    550,000      -0-                               -0-             17,636
                                                                                           
Michael D. Starr,         1998    350,000      -0-        (1)                    -0-              2,080(3)
 Senior Executive Vice    1997    350,000      -0-                               -0-              2,286 
 President                1996    330,000      -0-                               -0-              9,362
                                                                                           
Robert L. Bowles, Jr.,    1998    318,000      -0-        (1)                    -0-            107,082(4)
 President, D.C.          1997    317,000      -0-                             10,000            88,948
 Chartered Health Plan,   1996    284,000      -0-                               -0-             82,473
 Inc.                                                                                      
                                                                                           
Frank L. Provato,         1998    300,000      -0-        (1)                    -0-                957(5)
 Executive Vice           1997    281,000      -0-                             10,000             1,079
 President                1996    250,000      -0-                             27,500               581
                                                                                           
William J. Lubin,         1998    300,000      -0-        (1)                    -0-                920(6) 
 Executive Vice           1997    274,000      -0-                             10,000               632
 President                1996    207,692      -0-                             15,000               706
</TABLE>
                                           
(1)  Each of the named executive officers receives certain perquisites,
     including the use of Company automobiles; such perquisites, however, do not
     exceed the lesser of $50,000 or 10% of such officer's salary and bonus.

(2)  Includes $2,468 term life insurance premiums, $500 in 401(k) Plan matching
     fees and $8,000 director's fees from D.C. Chartered Health Plan, Inc.

(3)  Includes $1,580 term life insurance premiums and $500 in 401(k) Plan
     matching fees.

(4)  Includes $2,965 term life insurance premiums and $500 in 401(k) Plan
     matching fees, $8,000 director's fees from D.C. Chartered Health Plan, Inc.
     and $95,617 forgiveness of debt related to the acquisition of D.C.
     Chartered Health Plan, Inc.

                                      -4-
<PAGE>
 
(5)  Includes $957 term life insurance premiums.

(6)  Includes $920 term life insurance premiums.

                                      -5-
<PAGE>
 
OPTION GRANTS

     There were no options granted during fiscal 1998 by the Company to the
individuals named in the Summary Compensation Table.

OPTION EXERCISES

     The following table sets forth certain information relating to stock
options exercised by, and the number and value of unexercised options previously
granted to, the individuals named in the Summary Compensation Table during
fiscal 1998.

              AGGREGATED OPTIONS/SAR EXERCISES IN FISCAL YEAR 1998
                     AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                                            VALUE OF 
                                                                  NUMBER OF                UNEXERCISED     
                                                                 UNEXERCISED               IN-THE-MONEY 
                                                                 OPTIONS/SARS              OPTIONS/SARS
                                                                 AT 04/30/98               AT 04/30/98
                          SHARES ACQUIRED        VALUE           EXERCISABLE/              EXERCISABLE/
      NAME                ON EXERCISE (#)      REALIZED ($)      UNEXERCISABLE             UNEXERCISABLE
      ----                ---------------      ------------      -------------             -------------    
<S>                       <C>                  <C>               <C>                    <C>
Jack M. Mazur                   -0-                -0-                720,000/0         $     9,820,000/$0
                                                                  
Michael D. Starr                -0-                -0-                290,000/0         $     3,893,250/$0
                                                                  
Robert L. Bowles, Jr.           -0-                -0-             53,333/6,667         $       606,250/$0
                                                                  
Frank L. Provato                -0-                -0-            98,333/19,167         $1,112,914/$47,086
                                                             
William J. Lubin                -0-                -0-           113,333/11,667         $     1,254,938/$0
</TABLE>

401(k) PLAN

     The Company established the PHP Healthcare Corporation 401(k) Plan
(the "401(k) Plan") effective January 1, 1991, pursuant to which employees may
defer compensation for income tax purposes under Section 401(k) of the Internal
Revenue Code of 1986, as amended (the "Code").  Participant contributions will
be invested at all times in any or all of six funds at the direction of the
participant.  Participant contributions will be matched up to $500 annually by
the Company.  The Company contributed $500 to the 401(k) Plan during fiscal year
1998 on behalf of each of the participating named executive officers.

DIRECTOR COMPENSATION

     Employee directors do not receive additional compensation for serving
on the Board.  The non-employee Chairman of the Board is paid $62,500 per
quarter for his service as Chairman.  Other non-employee directors are paid
$4,500 per quarter for their services as directors, plus $650 for each special
meeting of the Board.  In addition, each outside director serving on a
particular committee is paid $1,200 for attending up to three committee meetings
annually and $500 for each additional committee meeting.  Each director is
reimbursed for travel expenses relating to attending meetings of the Board of
Directors and its committees.

     The Company has adopted a Directors' Retainer Plan.  For any fiscal
quarter, each director of the Company may elect to have the full amount of his
retainer paid in the form of Common Stock.  The number of shares issued is
calculated based on the then current market value of the stock.

     Under the 1996 Incentive Plan, on an annual basis each non-employee
director is granted 5,000 stock options at a purchase price equal to the fair
market value of a share of Common Stock on the grant date.  Each such option
vests after three years if the optionee remains a Director on the third
anniversary of the grant.

                                      -6-
<PAGE>
 
EMPLOYMENT AGREEMENTS

     The Company has Employment Agreements with Jack M. Mazur and Michael
D. Starr.  Under Mr. Mazur's amended agreement, he is employed as the Chief
Executive Officer of the Company.  The amended agreement has an initial term of
three years and will be automatically extended for one-year periods unless
either party terminates the amended agreement on fifteen months advance notice.
In the event of termination of Mr. Mazur's employment due to his disability (as
defined in the amended agreement) or death, the Company will pay Mr. Mazur or
his estate a lump sum severance payment equal to one year's salary and a pro
rata bonus for the year in which the termination occurs.  In the event the
Company terminates Mr. Mazur's employment other than for cause (as defined in
the amended agreement), death or disability or Mr. Mazur terminates his
employment for good reason (as defined in the amended agreement) or under
certain circumstances following a change in control (as defined in the amended
agreement), then (a) the Company must pay Mr. Mazur a lump sum amount equal to
three times the sum of his base salary and bonus; (b) Mr. Mazur is entitled, for
a period of three years, to continuation of (i) coverage at the Company's
expense of his life insurance, disability, medical and dental benefits and (ii)
fringe benefits and perquisites under the amended agreement; (c) restrictions on
outstanding awards granted to Mr. Mazur will lapse and be immediately vested,
all stock options will become fully exercisable and Mr. Mazur will have the
right to require the Company to purchase for cash any shares of restricted stock
and stock purchased upon the exercise of any options; and (d) Mr. Mazur will
receive certain retirement benefits.

     Under his amended agreement, Mr. Starr is employed as Senior Executive
Vice President.  Mr. Starr's agreement renews automatically on May 1 of each
year unless terminated by either the executive or the Company on ninety (90)
days advance notice or otherwise in accordance with the agreement, except that
no notice may be given by the Company sooner than three years after a change in
control (as defined in the amended agreement).  In the event of termination
because of Mr. Starr's death or disability, the Company will pay Mr. Starr or
his estate a lump sum severance payment equal to one year's salary and a pro
rata bonus for the year in which the termination occurs.  In the event the
Company terminates the agreement other than for cause, death or disability or
Mr. Starr terminates the agreement because of certain adverse changes following
a change in control of the Company, then (a) the Company must pay Mr. Starr a
lump sum amount equal to three times the sum of Mr. Starr's base salary and
bonus; (b) Mr. Starr is entitled, for a period of three years, to continuation
of coverage at the Company's expense of his disability, medical and dental
benefits; and (c) all restrictions on any outstanding awards granted to Mr.
Starr will lapse and be immediately vested, all stock options will become fully
exercisable and Mr. Starr will have the right to require the Company to purchase
for cash any shares of unrestricted stock and stock purchased upon the exercise
of any options.

     The Company has an agreement with William J. Lubin under which, if Mr.
Lubin's employment is involuntarily terminated, he will be entitled to receive
continued compensation as a consultant for the earlier of 18 months or until he
secures full time employment. Mr. Lubin serves as Executive Vice President.
Under the agreement, if the Company is sold or acquired by way of merger, stock
swap or cash transaction whereby there is a change in control of at least 20% of
the voting power of the Company's outstanding shares, and if Mr. Lubin's
responsibilities and compensation are reduced, then Mr. Lubin's employment will
be deemed to have been involuntarily terminated.

                                      -7-
<PAGE>
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information, as of August 14,
1998, with respect to the beneficial ownership of Common Stock by (i) each
person known to the Company to be the beneficial owner of more than 5% of its
outstanding shares of Common Stock (see footnote 1 below), (ii) each director of
the Company, (iii) each executive officer named in the Summary Compensation
Table, and (iv) all directors and executive officers in the Company as a group.

<TABLE>
<CAPTION>
                                                                                                               Percent of 
                           Name and Address                                     No. of Shares                 Outstanding(1)    
 ---------------------------------------------------------------           ----------------------------    -------------------------

<S>                                                                             <C>                           <C>
 Kenneth J. Abdalla and Waterton Management LLC........................              10,666,666(2)(3)                      48.0%
   10000 Santa Monica Boulevard, 5th Floor
   Los Angeles, California  90067         
 
 Drakefield Corporation................................................               6,400,000(2)(3)                      35.7%
   c/o Waterton Management               
   10000 Santa Monica Boulevard, 5th Floor
   Los Angeles, California  90067         
 
 Southbrook International Investments, Ltd.............................               5,333,333(2)                         31.6%
   c/o Trippoak Advisors, Inc.  
   630 Fifth Avenue, Suite 2000 
   New York, New York  10111-0100

 Oz Asset Management, L.L.C. and Ziff Asset Management, L.P............               4,912,000(2)(4)                      29.8%
   c/o PBK Holdings, Inc.        
   156 Greenwich Avenue, Suite 2A
   Greenwich, Connecticut  06830  
 
 Baldwin Enterprises, Inc., Ramius Fund Ltd, Leonardo, L.P.
 Raphael, L.P..........................................................               4,906,665(2)(5)                      29.8%
   c/o Michael L. Gordon
   529 East South Temple
   Salt Lake City, UT 84102
 
 Stockwell Corporation S.A.............................................               4,266,666(2)(3)                      27.0%
   c/o Waterton Management               
   10000 Santa Monica Boulevard, 5th Floor
   Los Angeles, California  90067         
 
 Ramius Capital Group, LLC/AGR Halifax Fund, Ltd.......................               2,697,600(2)(6)                      18.9%
 757 Third Avenue, 27th Floor
 New York, New York  10017
 
 Scepter Holdings, Inc.................................................               2,029,866(2)(7)                      15.0%
 301 Commerce Street, Suite 2975
 Fort Worth, Texas  76102

 Saybrook Fund, L.P....................................................               1,925,333(2)                         14.3%
 401 Wilshire Boulevard, Suite 850
 Santa Monica, California  90401
 
 The Tail Wind Fund, Ltd...............................................               1,920,000(2)                         14.3%
 c/o EASI
 No. 1 Regent Street, 4th Floor
 London, United Kingdom  SW1Y 4NS
 
</TABLE>

                                      -8-
<PAGE>
 
<TABLE>
<S>                                                                                <C>                                <C>      
 John W. Kluge.........................................................            1,625,000(8)                       14.1%         
   c/o Metromedia Company                                                                                                           
   One Meadowlands Plaza                                                                                                            
   East Rutherford, New Jersey  07073                                                                                              
                                                                                                                                    
 Jack M. Mazur.........................................................            1,269,356(9)                       10.4%         
   11440 Commerce Park Drive                                                                                                        
   Reston, Virginia  20191                                                                                                         
                                                                                                                                    
 Shamrock Investments(10)..............................................            1,101,465(11)                       9.1%        
   Charles P. Reilly                                                                                                                
   Michael E. Gallagher                                                                                                             
   2049 Century Park East, Suite 3330                                                                                               
   Los Angeles, California  90067                                                                                                  
                                                                                                                                    
 Lawrence K. Fleischman................................................            1,144,530(2)(12)                    9.0%        
   150 Vanderbilt Motor Parkway, Suite 311                                                                                          
   Hauppage, New York  11788                                                                                                       
                                                                                                                                    
 Triton Capital Investment/JMG Capital Partners, L.P...................              648,532(2)(13)                    5.3%        
   1999 Avenue of the Stars, Suite 2530                                                                                             
   Los Angeles, California  90067                                                                                                  
                                                                                                                                    
                                                                                                                                    
 Michael D. Starr......................................................              425,852(14)                       3.6%        
   11440 Commerce Park Drive                                                                                                        
   Reston, Virginia  20191                                                                                                         
                                                                                                                                    
 Robert L. Bowles, Jr..................................................              160,345(15)                       1.4%        
   820 First Street, Northeast, Suite LL100                                                                                         
   Washington, D.C.  20002-4205                                                                                                    
                                                                                                                                    
 Frank L. Provato, M.D.................................................              132,917(16)                       1.1%        
   11440 Commerce Park Drive                                                                                                        
   Reston, Virginia  20191                                                                                                         
                                                                                                                                    
 William J. Lubin......................................................              116,667(17)                       1.0%
   11440 Commerce Park Drive                                                         
   Reston, Virginia  20191                                                                                                          

 Joseph G. Mathews.....................................................               19,354                             *
   3510 Highway 0                                                                           
   Wright City, Missouri  63390                                                                                                     

 Donald J. Ruffing.....................................................                8,503                             *
   11104 Woodlawn Boulevard                                                                  
   Upper Marlboro, Maryland  20772                                                                                                  

 Jerry W. Carlton......................................................                7,140                             * 
   610 Newport Center Drive, Suite 1700                                                           
   Newport Beach, California  92660                                                                                                 
                                                                                                  
 John J. McDonnell.....................................................                    0                             *
   11440 Commerce Park Drive                                                                    
   Reston, Virginia  20191                                                                                                

 All directors and executive officers as a group (12 persons)..........            3,381,169                          25.1%
</TABLE>

                                      -9-
<PAGE>
 
*    Represents less than 1% of the shares of the Company's outstanding stock.

(1) Based upon 11,547,373 shares of Common Stock outstanding as of August 14,
     1998. For purposes of computing the percentage of shares of Common Stock
     beneficially held by each person or group of persons named in the table,
     any shares as to which such person or group has the right to acquire within
     60 days of such date are deemed to be outstanding, but such shares are not
     deemed to be outstanding for the purpose of computing the percentage
     ownership of any other person. The Company has prepared this table based on
     contents of statements filed by certain stockholders with the Commission
     pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
     as amended, and other limited information available to the Company. Where
     no reports pursuant to Section 13(d) or 13(g) were filed by persons holding
     Series B Convertible Preferred Stock, the information set forth in the
     table is based solely on record ownership of the Series B Convertible
     Preferred Stock and Common Stock. Accordingly, the Company makes no
     representation regarding the accuracy of the information contained in the
     table since complete information as to beneficial ownership rests within
     the knowledge of the stockholders.

(2) Represents the number of shares of Common Stock issuable upon conversion of
     remaining shares of Series B Convertible Preferred Stock at the conversion
     price of $0.9375 per share as of August 14, 1998. The actual number of
     shares of Common Stock issuable upon conversion of the Series B Preferred
     Stock depends upon the Conversion Price, which is not fixed and, which
     cannot be predicted by the Company at this time. The number of shares that
     any holder of Series B Preferred Stock may convert in any calendar month is
     limited according to a sliding scale percentage of such holder's shares of
     Series B Preferred Stock determined by reference to the highest of the
     daily trading prices during such month. Excludes shares of Common Stock
     issued upon conversion of shares of Series B Preferred Stock at various
     times and conversion prices between June 1, 1998 and July 27, 1998 as
     follows: 67,930 shares of Common Stock issued to Baldwin Enterprises, Inc.,
     96,956 shares of Common Stock issued to Ramius Fund, Ltd., 58,420 shares of
     Common Stock issued to Leonardo, L.P., 29,651 shares of Common Stock issued
     to Raphael, L.P., 45,967 shares of Common Stock issued to Ramius Capital
     Group, 22,981 shares of Common Stock issued to AGR Halifax Fund, Ltd.,
     348,228 shares of Common Stock issued to Q Funding, L.P., 235,075 shares of
     Common Stock issued to R2 Investments, LDC, 25,617 shares of Common Stock
     issued to Triton Capital Investment Group and 25,617 shares of Common Stock
     issued to JMG Capital Partners, L.P., and 104,774 shares of Common Stock
     issued to Ziff Asset Management, L.P. The foregoing shares of Common Stock
     have been excluded from the table based on the assumption that such shares
     have been sold in the market and are no longer beneficially owned by the
     shareholders identified. As discussed in Part I of this Form 10-K, the
     Company temporarily suspended conversion of the Series B Convertible
     Preferred Stock on July 29, 1998.

(3) According to Schedule 13G filed on June 10, 1998, Kenneth J. Abdalla is the
     sole managing member of Waterton Management LLC ("Waterton"), the
     investment manager for Drakefield Corporation ("Drakefield") and Stockwell
     Corporation, S.A. ("Stockwell"). According to a separate Schedule 13G filed
     by Drakefield on June 10, 1998, Drakefield, as of that date, beneficially
     owned 789,473 shares of Common Stock; according to a separate Schedule 13G
     filed by Stockwell on June 10, 1998, as of that date, Stockwell
     beneficially owned 526,315 shares of Common Stock. Drakefield may be deemed
     to own 6,400,000 shares of Common Stock and Stockwell may be deemed to own
     4,266,666 shares of Common Stock based on the conversion price described
     above in footnote 2. According to Schedule 13G filed on June 10, 1998, as
     investment manager of Drakefield and Stockwell, Waterton may be deemed to
     be the beneficial owner of the shares of Common Stock owned by Drakefield
     and Stockwell; Waterton disclaims beneficial ownership of such securities.
     As the sole managing member of Waterton, Mr. Abdalla may be deemed to be
     the beneficial owner of the shares of Common Stock beneficially owned by
     Waterton; Mr. Abdalla disclaims beneficial ownership of such securities.

(4) According to Schedule 13G filed by Ziff Asset Management, L.P. ("Ziff") and
     Oz Management, L.L.C. ("Oz") on June 10, 1998, as of that date, Oz
     exercises shared voting and investment authority over 657,894 shares of
     Common Stock in an investment account of Ziff. Oz and Ziff may be deemed to
     own 4,912,000 shares of Common Stock based on the current conversion price
     described above in footnote 2.

(5) Includes (i) 2,026,666 shares of Common Stock (14.9%) beneficially owned by
     Baldwin Enterprises, Inc., (ii) 1,386,666 shares of Common Stock (10.7%)
     beneficially owned by Ramius Fund, Ltd., (iii) 853,333 shares of Common
     Stock (6.9%) beneficially owned by Leonardo, L.P., and (iv) 640,000 shares
     of Common Stock (5.3%) beneficially owned by Raphael, L.P. based on the
     conversion price described above in footnote 2.

(6) Includes 1,798,400 shares of Common Stock (13.5%) beneficially owned by
     Ramius Capital Group, L.L.C. and 899,200 shares of Common Stock (7.2%)
     beneficially owned by AGR Halifax Fund, Ltd. based on the conversion price
     described above in footnote 2.

(7) Includes 1,510,400 shares of Common Stock (11.6%) beneficially owned by Q
     Funding, L.P. and 519,466 shares of Common Stock (4.3%) beneficially owned
     by R2 Investments, LDC. based on the conversion price described above in
     footnote 2. Scepter Holdings, Inc. is the general partner of the investment
     manager for each of Q Funding, L.P. and R2 Investments, LDC.


(8)  According to Amendment No. 4 to Schedule 13D filed by John W. Kluge on
      August 7, 1998, as beneficial owner of the Common Stock of the Company
      held by Chase Manhattan Bank and John W. Kluge, Trustees U/A DTD 5/30/84
      As Amended made by and for John W. Kluge (the "Trust"), a grantor trust of
      which Mr. Kluge is

                                      -10-
<PAGE>
 
     Following the approval by the Company's Board of Directors of the
     acquisition by John W. Kluge and Chase Manhattan Bank and John W. Kluge,
     Trustees V/A dated May 30, 1984 as amended by and for John W. Kluge (the
     "Trust") of an additional 575,000 shares of Common Stock, Mr. Kluge and the
     Trust entered into a Stockholder Voting Agreement dated as of July 31, 1998
     with the Company (the "Voting Agreement"). Pursuant to the Stockholder
     Voting Agreement, Mr. Kluge has agreed that all shares of Common Stock
     acquired by him, or his affiliates or associates, after the date of the
     Voting Agreement, would be voted, at Mr. Kluge's or such holders' option,
     either in accordance with the recommendation of the Company's Board of
     Directors or pro rata in the same manner and proportion as the votes cast
     by the other stockholders. Mr. Kluge and the Trust also agreed not to,
     directly or indirectly, sell, lend, transfer or otherwise dispose of any of
     their shares of Common Stock (or agree to do so) to any person which, to
     their knowledge and after taking into account such sale, would result in
     the transferee beneficially owning more than five percent (5%) of the
     outstanding Common Stock of the Company; provided, however, that Mr. Kluge
     and the Trust may sell, lend, transfer or otherwise dispose of shares of
     Common Stock in any brokerage transaction in which the identity of the
     buyer is unknown or to any permitted transferee (as defined in the Voting
     Agreement) that agrees to be bound by the terms of the Voting Agreement.

(9)  According to Amendment No. 2 to the Schedule 13D filed by Jack M. Mazur,
     Lynn Mazur and VACHR, Inc. on June 5, 1998. Includes 720,000 shares which
     Mr. Mazur could acquire upon the exercise of options granted by the
     Company. Also includes 512,014 shares owned by VACHR, Inc., a corporation
     owned by Mr. Mazur's spouse, Lynn Mazur, and other family members, and
     30,000 shares owned by the J&J Investment Partnership, a partnership wholly
     owned by members of Mr. Mazur's family. Mr. Mazur disclaims beneficial
     ownership of the shares owned by Lynn Mazur (through VACHR, Inc.) and J&J
     Investment Partnership.

(10) According to the Schedule 13D filed on October 11, 1994, and amended on
     October 10, 1996, the persons listed constitute a group within the meaning
     of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

(11) Includes 200,000 shares owned by Shamrock Investments, 187,730 shares owned
     by Mr. Reilly, 172,220 shares owned by Mr. Gallagher, 22,500 shares which
     Shamrock Investments could acquire upon the exercise of options granted by
     the Company, 231,596 shares which Mr. Reilly could acquire upon the
     exercise of options granted by the Company, 121,262 shares which Mr.
     Gallagher could acquire upon the exercise of options granted by the
     Company, 59,963 shares which Mr. Reilly could acquire upon conversion of a
     promissory note of the Company, 6,173 shares which Mr. Reilly could acquire
     upon conversion of a promissory note of the Company issued to Shamrock
     Investments, 44,975 shares which Mr. Gallagher could acquire upon
     conversion of a promissory note of the Company, and 55,046 shares which Mr.
     Reilly could acquire upon conversion of convertible subordinated
     debentures.

(12) Includes (i) 426,666 shares of Common Stock (3.6%) beneficially owned by
     Licap Partners, a partnership of which Mr. Fleischman is a general partner,
     (ii) 237,866 shares of Common Stock (2.0%) beneficially owned by Lawrence
     K. Fleischman, individually, (iii) 213,333 shares of Common Stock (1.8%)
     beneficially owned by Laredo Capital Partners, a partnership of which Mr.
     Fleischman is a general partner, (iv) 106,666 shares of Common Stock (0.9%)
     beneficially owned by Capital Vision Group, Inc. Profit Sharing Plan, of
     which Mr. Fleischman is the sole beneficiary, (v) 106,666 shares of Common
     Stock (0.9%) beneficially owned by Pelain Partners, a partnership of which
     Mr. Fleischman is a general partner, and (vi) 53,333 shares of Common Stock
     (0.5%) beneficially owned by NY DBL Diamond Group, a partnership of which
     Mr. Fleischman is a general partner, based on the conversion price 
     described above in footnote 2. 

(13) Includes 324,266 shares of Common Stock (2.7%) beneficially owned by Triton
     Capital Investment Group and 324,266 shares of Common Stock (2.7%)
     beneficially owned by JMG Capital Partners, L.P. based on the conversion
     price described above in footnote 2. 

(14) Includes 290,000 shares of Common Stock which Mr. Starr presently could
     acquire upon the exercise of options granted by the Company. 

(15) Includes 56,667 shares of Common Stock which Mr. Bowles presently could
     acquire upon the exercise of options granted by the Company. 

                                      -11-
<PAGE>
   
(16) Includes 111,667 shares of Common Stock which Dr. Provato presently could
     acquire upon the exercise of options granted by the Company.

(17) Represents 116,667 shares of Common Stock which Mr. Lubin presently could 
     acquire upon exercise of options granted by the Company. 



                                      -12-
<PAGE>
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company has a Senior Executive Loan Program (the "Program"), pursuant
to which loans to senior executive officers may be made up to three and one-half
times the officer's annual salary.  Each loan must be repaid within one year and
bears interest at two percent above the Company's short-term borrowing rate.
All loans are collateralized by the shares of the Company's Common Stock owned
by the senior executive officer.  The due dates on amounts outstanding were
extended in 1998 for twelve months to March, 1999.  During fiscal year 1998,
loans were outstanding under the Program to Jack M. Mazur, Michael D. Starr,
William J. Lubin and Anthony M. Picini.  The largest amount outstanding during
fiscal 1998 to Mr. Mazur was $2,352,000, to Mr. Starr was $731,000, to Mr. Lubin
was $53,000 and to Mr. Picini was $54,000. These loans bear interest at 2% above
the Company's short term borrowing rate.  

     The Company advanced amounts to Robert L. Bowles, Jr. in the form of
promissory notes bearing interest at 8.5% collateralized by Mr. Bowles' stock in
the Company.  The largest amount outstanding during fiscal 1998 was $644,000.

     In accordance with the Board of Directors' approval, the Company makes
premium payments relating to certain insurance policies on behalf of certain
officers of the Company.  These advances are owed to the Company and are
collateralized by assignment of the underlying cash surrender value and related
death benefit.  During 1997, the officers signed promissory notes bearing
interest at 7% and due in April 2002 for the amounts advanced.  The amount
outstanding as of April 30, 1998, to Mr. Mazur was $250,000, to Mr. Starr was
$236,000 and to Mr. Lubin was $31,000.

     Joseph G. Mathews is the owner of an insurance brokerage firm through which
the Company purchased keyman life insurance policies covering certain executive
officers from various insurance companies.  During fiscal 1998, premiums paid to
those insurance companies for keyman life insurance approximated $283,000, of
which Mr. Mathews receives a portion as commissions.

     Paul Cuzmanes, a former director of the Company whose term expired in
November 1997, is a partner with the law firm of Wilson, Elser, Moskowitz,
Edelman & Dicker.  Such firm provided legal services to the Company during
fiscal 1998.  During the year ended April 30, 1998, total billings approximated
$263,000.

     In May 1998, the Company repurchased 1,000,000 shares of Common Stock from
Charles H. Robbins, the Company's former chairman, at a cost of $16.8 million.

     Following the approval by the Company's Board of Directors of the
acquisition by John W. Kluge and Chase Manhattan Bank and John W. Kluge,
Trustees U/A dated May 30, 1984 as amended by and for John W. Kluge (the
"Trust") of an additional 575,000 shares of Common Stock, Mr. Kluge and the
Trust entered into a Stockholder Voting Agreement dated as of July 31, 1998 with
the Company (the "Voting Agreement"). Pursuant to the Stockholder Voting
Agreement, Mr. Kluge has agreed that all shares of Common Stock acquired by him,
or his affiliates or associates, after the date of the Voting Agreement, would
be voted, at Mr. Kluge's or such holders' option, either in accordance with the
recommendation of the Company's Board of Directors or pro rata in the same
manner and proportion as the votes cast by the other stockholders. Mr. Kluge and
the Trust also agreed not to, directly or indirectly, sell, lend, transfer or
otherwise dispose of any of their shares of Common Stock (or agree to do so) to
any person which, to their knowledge and after taking into account such sale,
would result in the transferee beneficially owning more than five percent (5%)
of the outstanding Common Stock of the Company; provided, however, that Mr.
Kluge and the Trust may sell, lend, transfer or otherwise dispose of shares of
Common Stock in any brokerage transaction in which the identity of the buyer is
unknown or to any permitted transferee (as defined in the Voting Agreement) that
agrees to be bound by the terms of the Voting Agreement.

  For further information with respect to related party transactions, see Note
14 of Notes to Consolidated Financial Statements.

                                      -13-
<PAGE>
 
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the 1934 Act requires the Company's executive officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange.  Executive officers, directors and
greater than ten percent shareholders are required by the SEC regulation to
furnish the Company with copies of all Forms 3, 4 and 5 they file.

     Based on the Company's review of the copies of such forms it has received
and based on written representations from certain reporting persons that they
were not required to file Forms 5 for the fiscal year, the Company believes that
all its executive officers, directors and greater than ten percent shareholders
complied with all filing requirements applicable to them with respect to
transactions during fiscal 1998.

PART IV

Item 14. EXHIBITS

EXHIBITS

The documents required to be filed as exhibits to this report under Item 601 of 
Regulation S-K are listed in the Exhibit Index included elsewhere in this 
report, which list is incorporated herein by reference.

                                      -14-
<PAGE>
 
     Pursuant to the requirements of Section 13 or 15(d) 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.

                                   PHP HEALTHCARE CORPORATION

Date:  August 28, 1998             By:  /s/ Anthony M. Picini
                                        -----------------------------------
                                        Anthony M. Picini
                                        Executive Vice President and
                                        Chief Financial Officer

                                      -15-
<PAGE>
 
                  PHP HEALTHCARE CORPORATION AND SUBSIDIARIES
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT NO.               DESCRIPTION                              LOCATION
-----------               -----------                              --------
<S>          <C>                                    <C>
  3.1        Amended and Restated Certificate of    Filed as Exhibit 3.1 to the Company's
             Incorporation of PHP Healthcare        Form 10-Q for the quarter ended
             Corporation                            October 31, 1997, and incorporated
                                                    herein by reference.

  3.2        Amended and Restated Bylaws of PHP     Filed as Exhibit 3.2 to the Company's
             Healthcare Corporation                 Form 10-K for the year ended April 30,
                                                    1997, and incorporated herein by
                                                    reference.

  3.3        Certificate of Designations of Series  Filed as Exhibit 3.1 to the Company's
             B Convertible Preferred Stock          Form 8-K filed January 6, 1998, and
                                                    incorporated herein by reference.

  4.1        Indenture dated as of December 15,     Filed as Exhibit 4.1 to Amendment No.
             1995 for 6 1/2% Convertible            1 to the Company's Form 8-K filed
             Subordinated Debentures due 2002       January 11, 1996, and incorporated
                                                    herein by reference.

  4.2        Warrant Certificate of David Berman    Filed as Exhibit 4.3 to the Company's
             to purchase Common Stock of PHP        Form S-3 (File No. 333-26207) filed on
             Healthcare Corporation, dated as of    April 30, 1997, and incorporated
             November 1, 1992                       herein by reference.

  4.3        Warrant Certificate of NationsBank,    Filed as Exhibit 4.3 to the Company's
             N.A. to purchase Common Stock of PHP   Form 10-K for the year ended April
             Healthcare Corporation, dated as of    30, 1998, and incorporated herein by
             October 31, 1997                       reference. 
                                                   
  4.4        Warrant Agreement dated as of October  Filed as Exhibit 4.1 to the Company's
             31, 1997 between PHP Healthcare        Form 8-K filed November 17, 1997, and
             Corporation and First Trust of New     incorporated herein by reference.
             York, N.A.                             

  4.5        Rights Agreement between the Company   Filed as Exhibit 4.1 to the Company's
             and Riggs National Bank, N.A., as      Form 8-K filed April 10, 1992 and
             Rights Agent, dated as of April 10,    incorporated herein by reference.
             1992                                   

  4.6        Form of Preferred Stock Investment     Filed as Exhibit 4.1 to the Company's
             Agreement, dated as of December 23,    Form 8-K filed January 6, 1998, and
             1997 between PHP Healthcare            incorporated herein by reference.
             Corporation and certain accredited     
             investors

  4.7        Form of Series B Preferred Stock       Filed as Exhibit 4.8 to Amendment No.
             Purchase Warrant                       2 to the Company's Form S-3 (File No.
                                                    333-26207) on June 5, 1998, and
                                                    incorporated herein by reference.

  4.8        Specimen form of certificate           Filed as Exhibit 4.8 to Amendment No.
             representing shares of the Company's   2 to the Company's Form S-3 (File No.
             Series B Convertible Preferred Stock   333-26207) on June 5, 1998, and
                                                    incorporated herein by reference.

  4.9        Specimen form of certificate           Filed as Exhibit 7.1 to Amendment No.
             representing shares of the Company's   1 to the Company's Form 8-A filed on
             Common Stock                           August 11, 1992, and incorporated
                                                    herein by reference.

 10.1        Amended and Restated Credit Agreement, Filed as Exhibit 10.1 to Amendment No.
             dated May 26, 1998, among PHP          2 to the Company's Registration
             Healthcare Corporation as Borrower and Statement on Form S-3 (File No. 333-
             the Initial Lenders and Initial        26207) filed on June 5, 1998, and
             Issuing Bank named herein as Initial   incorporated herein by reference.
             Lenders and Initial Issuing Bank and
             NationsBank, N.A. as Administrative
             Agent
</TABLE>

<PAGE>
 
<TABLE>
<CAPTION>
EXHIBIT NO.               DESCRIPTION                                   LOCATION
-----------               -----------                                   --------
<S>          <C>                                         <C>
 10.2        Amended and Restated Security               Filed as Exhibit 10.2 to Amendment No.
             Agreement, dated as of May 26, 1998,        2 to the Company's Registration
             from PHP Healthcare Corporation, the        Statement on Form S-3 (File No. 333-
             Other Grantors referred to herein and       26207) filed on June 5, 1998, and
             the Additional Grantors referred to         incorporated herein by reference.
             herein as grantors to NationsBank,    
             N.A. as Administrative Agent          
                                                   
 10.3        Amended and Restated Subsidiary             Filed as Exhibit 10.3 to Amendment No.
             Guaranty, dated as of May 26, 1998,         2 to the Company's Registration
             from each of the Subsidiaries of PHP        Statement on Form S-3 (File No. 333-
             Healthcare Corporation listed on the        26207) filed on June 5, 1998, and
             signature pages hereof and the              incorporated herein by reference.
             Additional Subsidiary Guarantors      
             referred to herein as Guarantors in   
             favor of the Secured Parties referred 
             to in the Amended and Restated Credit 
             Agreement referred to herein          
                                                   
 10.4        Form of Indemnification Agreements          Filed as Exhibit 10.3 to the Company's
             between PHP Healthcare Corporation and      Form 10-K for the year ended April 30,
             each of Charles H. Robbins, Michael D.      1989, and incorporated herein by
             Starr, George E. Schafer, M.D., Jack        reference.
             M. Mazur, Stephen I. Frates, Ronald J.
             Raben, David M. Thomas, Julien J.     
             Lavoie, Paul T. Cuzmanes, George B.   
             Randolph, Charles P. Reilly and Donald
             J. Ruffing                            
                                                   
 *10.5       Form of "Split Dollar Agreement"            Filed as Exhibit 10.4 to the Company's
             entered into between PHP Healthcare         Form 10-K for the year ended April 30,
             Corporation and each of Charles H.          1993, and incorporated herein by
             Robbins, Jack M. Mazur and Michael D.       reference.
             Starr                                 
                                                   
 *10.6       Terms of Senior Executive Loan Program      Filed as Exhibit 10.5 to the Company's
             adopted by the Board of Directors           Form 10-K for the year ended April 30,
             November 5, 1992                            1993, and incorporated herein by
                                                         reference.
                                                   
 10.7        Articles of Merger of PHP Healthcare        Filed as Exhibit 10.8 to the Company's
             Corporation and PHP Corporation             Registration Statement on Form S-18
                                                         (Registration No. 33-9372, effective
                                                         November 20, 1986), and incorporated
                                                         herein by reference.
                                                   
 10.8        Lease Agreement between PHP Healthcare      Filed as Exhibit 10.10.1 to the
             Corporation and Commerce Park               Company's Form 10-K for the year ended
             Development Corporation dated May 5,        April 30, 1994, and incorporated
             1993 (relating to current executive         herein by reference.
             offices of the Company at 11440       
             Commerce Park Drive, Reston, Virginia)
                                                   
 10.9        Amendment No. 1 to Lease Agreement          Filed as Exhibit 10.10.1A to the
             dated July 14, 1994                         Company's Form 10-K for the year ended
                                                         April 30, 1994, and incorporated
                                                         herein by reference.
                                                   
 *10.10      Employment Agreements dated May 1,          Filed as Exhibit 10.11 to the
             1992 by and between the Company and         Company's Form 10-K for the year ended
             each of Charles H. Robbins, Jack M.         April 30, 1994, and incorporated
             Mazur and Michael D. Starr                  herein by reference.
                                                   
 *10.11      Amended and Restated PHP Healthcare         Filed as Exhibit 10.12 to the
             Corporation 1986 Stock Option Plan, as      Company's Form 10-K for the year ended
             amended                                     April 30, 1994, and incorporated
                                                         herein by reference.
</TABLE>

<PAGE>
 
<TABLE>
<CAPTION>
EXHIBIT NO.               DESCRIPTION                              LOCATION
-----------               -----------                              --------
<S>          <C>                                    <C>
 *10.12      PHP Healthcare Corporation Amended and Filed as Annex B to the Company's 1997
             Restated 1996 Incentive Plan           Definitive Proxy Statement and
                                                    incorporated herein by reference.

 *10.13      Stock Option Agreement by and between  Filed as Exhibit 10.21 to the
             the Company and Julien J. Lavoie,      Company's Form 10-K for the year ended
             dated as of November 26, 1990          April 30, 1991, and incorporated
                                                    herein by reference.

 *10.14      Stock Option Agreement by and between  Filed as Exhibit 10.22 to the
             the Company and Anthony M. Picini,     Company's Form 10-K for the year ended
             dated as of December 4, 1990           April 30, 1991, and incorporated
                                                    herein by reference.

 10.15       Provider Agreement between the         Filed as Exhibit 10.15 to the
             District of Columbia Department of     Company's Form 10-K for the year ended
             Human Services and D.C. Chartered      April 30, 1994, and incorporated
             Health Plan, Inc. dated September 24,  herein by reference.
             1991

 10.16       District of Columbia Medicaid Managed  Filed as Exhibit 10.26 to the
             Care Program, Provider Agreement dated Company's Form 10-K for the year ended
             September 15, 1994 by and between the  April 30, 1995, and incorporated
             Department of Human Services and D.C.  herein by reference.
             Chartered Health Plan, Inc.

 *10.17      Employment Agreement dated September   Filed as Exhibit 8 to the Company's 8-
             29, 1994 by and between the Company    K filed October 20, 1994 and
             and John P. Cole                       incorporated herein by reference.

 10.18       Health Services Agreement between      Filed as Exhibit 10.2 to the Company's
             Pinnacle Health Enterprises, L.L.C.    Form 10-Q for the quarter ended
             and HIP of New Jersey, Inc., dated as  October 31, 1997, and incorporated
             of July 24, 1997                       herein by reference.

 10.19       Amendment No. 1 to Health Services     Filed as Exhibit 10.3 to the Company's
             Agreement between Pinnacle Health      Form 10-Q for the quarter ended
             Enterprises, L.L.C. and HIP of New     October 31, 1997, and incorporated
             Jersey, Inc., dated October 31, 1997   herein by reference.

 *10.20      Employment Agreement dated August 1,   Filed as Exhibit 6 to the Company's
             1994 by and between the Company and    Form 8-K filed October 20, 1994 and
             Charles P. Reilly                      incorporated herein by reference.

 *10.21      Employment Agreement between PHP       Filed as Exhibit 10.21 to the Company's     
             Healthcare Corporation and Jack M.     Form 10-K for the year ended April 30,      
             Mazur, dated July 24, 1998             1998, and incorporated herein by reference. 

 *10.22      Amendment No. 1 to Employment          Filed herewith.
             Agreement between PHP Healthcare       
             Corporation and Michael D. Starr,      
             dated July 30, 1998

 10.23       Stockholder Voting Agreement dated as  Filed as Exhibit 10.22 to the Company's Form
             of July 31, 1998 by and among the      10-K for the year ended April 30, 1998,
             Company, John W. Kluge and Chase       and incorporated herein by reference. 
             Manhattan Bank and John W. Kluge
             Trustees U/A dated May 30, 1984 As
             Amended by and for John W. Kluge

 21          List of Subsidiaries                   Filed as Exhibit 21 to the Company's Form    
                                                    10-K for the year ended April 30, 1998, and 
                                                    incorporated herein by reference.            

 23          Consent of Independent Accountants     Filed as Exhibit 23 to the Company's Form    
                                                    10-K for the year ended April 30, 1998, and 
                                                    incorporated herein by reference.            

 27          Financial Data Schedule                Filed as Exhibit 27 to the Company's Form    
                                                    10-K for the year ended April 30, 1998, and 
                                                    incorporated herein by reference.            

* Management contract or compensatory plan or arrangement.
</TABLE>