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                          SUBSIDIARIES OF THE COMPANY
                            AS OF DECEMBER 31, 1995

     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 thoughout 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.<PAGE>



     11.  PHYSICIANS  HEALTH PLAN  OF MARYLAND,  INC. ("PHP-MD"):   Owned  100
     percent  by  MAMSI (1).   PHP,  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  INFUSION SERVICES,  INC. ("HIS"):   Owned  100 percent  by
     MAMSI  (1). HIS,  a Maryland  corporation, provides infusion  services to
     MAMSI's HMO members and other payors.


     14.  FIRSTCALL, INC. ("FirstCall"):   Owned 100 percent by HomeCall (12).
     FirstCall, a Maryland corporation, provides in-home medical care.<PAGE>