SUBSIDIARIES OF THE COMPANY
                       AS OF DECEMBER 31, 1996

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

     2.  ALLIANCE PPO, INC. ("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.