SUBSIDIARIES OF THE COMPANY
                             AS OF DECEMBER 31, 1998

1.  MID ATLANTIC MEDICAL SERVICES, INC. ("MAMSI"):  MAMSI, a Delaware
corporation, is the holding company for the subsidiaries listed below.

2.  ALLIANCE PPO, LLC ("Alliance"):  Owned 100 percent by MAMSI (1).
Alliance, a Maryland corporation, provides a delivery network of physicians
(called a preferred provider organization or "PPO") to employers and insurance
companies in association with various health plans.

3.  MAMSI INSURANCE AGENCY OF THE CAROLINAS, INC. ("MIACI"):  Owned 100
percent by Alliance (2).  MIACI, a North Carolina Corporation, contracts with
marketing representatives to sell MAMSI products in North Carolina and South
Carolina.

4. MAMSI LIFE AND HEALTH INSURANCE COMPANY ("MAMSI Life"):  Owned 100 percent by
MAMSI(1).  MAMSI Life, a Maryland  corporation,  develops and markets  indemnity
health products in addition to life, accidental death and disability insurance.

5.  MD-INDIVIDUAL  PRACTICE  ASSOCIATION,  INC. (M.D. IPA"): Owned 77 percent by
PHYSICIANS HEALTH PLAN OF MARYLAND,  INC. (11) and 23 percent by MAMSI (1). M.D.
IPA,  a  Maryland  corporation,  is a health  maintenance  organization  ("HMO")
providing health care coverage for its members.

6. MD-IPA SURGICENTER, INC. ("Surgicenter"):  Owned 100 percent by M.D. IPA
(5).  Surgicenter, a Maryland corporation, is a general partner in a
partnership that in turn is the general partner in a limited partnership that
operates a surgery center.

7.  MID ATLANTIC PSYCHIATRIC SERVICES, INC. ("MAPSI"):  Owned 100 percent by
MAMSI (1).  MAPSI, a Maryland corporation, provides psychiatric services to
third party payors or self-insured employer groups.

8. NATIONAL MANAGED CARE, INC. ("NMCI"):  owned 78 percent by MAMSI (1). NMCI, a
Delaware  corporation,  markets  health care services with  individual  practice
association ("IPA") model HMOs throughout the U.S.

9.  OPTIMUM CHOICE, INC. ("OCI"):  Owned 100 percent by MAMSI (1).  OCI, a
Maryland corporation, is an HMO providing health care coverage for its
members.

10. OPTIMUM CHOICE OF THE CAROLINAS,  INC. ("OCCI"):  Owned 100 percent by MAMSI
(1).  OCCI,  a North  Carolina  corporation,  is an HMO  providing  health  care
coverage to members who are in North Carolina and South Carolina.

11. PHYSICIANS HEALTH PLAN OF MARYLAND,  INC.  ("PHP-MD"):  Owned 100 percent by
MAMSI (1). PHP-MD, a Maryland  corporation,  is an IPA that provides health care
services to certain of MAMSI's HMOs.

12. HOMECALL,  INC.  ("HomeCall"):  Owned 100 percent by MAMSI (1). HomeCall,  a
Maryland  corporation,  provides in-home medical care including  skilled nursing
and therapy to MAMSI'S HMO members and other payors.

13.  HOMECALL PHARMACEUTICAL SERVICES, INC. ("HPS"):  Owned 100 percent by
MAMSI (1).  HPS, a Maryland corporation, providing infusion services to
MAMSI's HMO members and other payors.

14.  FIRSTCALL,  INC.  ("FirstCall"):  Owned 100 percent by HomeCall  (12) and a
Maryland corporation.

15.  HOMECALL HOSPICE SERVICES, INC. ("Hospice"):  Owned 100 percent by MAMSI
(1).  Hospice, a Maryland corporation, that provides services to the
terminally ill.

16.  OPTIMUM CHOICE, INC. OF PENNSYLVANIA ("OCIPA"):  Owned 100 percent by
MAMSI (1).  OCIPA, a Pennsylvania corporation, is an HMO providing health care
coverage to members in Pennsylvania.

17.  MAMSI INSURANCE RESOURCES, INC. ("MIRI"):  Owned 100 percent by Alliance
(2).  MIRI, a Maryland corporation, provides marketing personnel.