MEDPARTNERS INC
424B3, 1997-10-27
SPECIALTY OUTPATIENT FACILITIES, NEC
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<PAGE>   1
                               Prospectus Supplement filed under Rule 424(b)(3)
                                                 S-3 Registration No. 333-37517


PROSPECTUS SUPPLEMENT
(to Prospectus dated October 21, 1997)

THIS DOCUMENTS CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
INFORMATION CONTAINED HEREIN IS SUBJECT TO AMENDMENT.

                               MEDPARTNERS, INC.

                       1,210,497 SHARES OF COMMON STOCK,
                           PAR VALUE $.001 PER SHARE

         The Prospectus, dated October 21, 1997 (the "Prospectus"), relating to
the offering for resale of up to 1,210,497 shares of Common Stock, par value
$.001 per share, of MedPartners, Inc. ("MedPartners"), is hereby supplemented
as set forth below.

1.       The information set forth opposite the name of JOHN D. MAST, M.D. in
         the table of Selling Holders on page 13 of the Prospectus is deleted
         in its entirety.

2.       JOHN D. AND KATHERINE M. MAST REVOCABLE TRUST, DATED 2/28/95 is added
         to the table of Selling Holders on page 13 of the Prospectus, together
         with the following information as of a recent date prior to the date
         of this Prospectus Supplement:

<TABLE>
         <S>                                                   <C>
         Number of Shares Beneficially Owned                   9,700
         Number of Shares Covered by this Prospectus           3,185
         Number of Shares to be Held After Offering            6,515
         Percent of Outstanding Shares After Offering              *
</TABLE>




         The date of this Prospectus Supplement is October 23, 1997.


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