SUBSIDIARIES OF THE COMPANY
                             AS OF DECEMBER 31, 2001

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 MLH (1).  Alliance,  a
Maryland Limited  Liability  Company,  provides a delivery network of physicians
(called a preferred  provider  organization or "PPO") to employers and insurance
companies  in  association  with various  health plans and provides  psychiatric
services principally to third party payors or self-insured employer groups.

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

8. 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.

9. 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.

10. 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.

11. 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.

12.  FIRSTCALL,  INC.  ("FirstCall"):  Owned 100 percent by HomeCall  (10) and a
Maryland corporation.

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

14. 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.

15. MAMSI INSURANCE RESOURCES,  LLC ("MIRI"): Owned 100 percent by Alliance (2).
MIRI, a Maryland Limited Liability Company, provides marketing personnel.

16. ALLIANCE  RECOVERY  SERVICES,  LLC ("ARS"):  Owned 100 percent by MAMSI (1).
ARS, a Maryland corporation, provides collection services.