MEDPARTNERS INC
424B3, 1997-07-08
SPECIALTY OUTPATIENT FACILITIES, NEC
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                                Prospectus Supplement filed under Rule 424(b)(3)
                                                 S-3 Registration No. 333-21475



PROSPECTUS SUPPLEMENT
(to Prospectus dated June 4, 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.

                        5,994,594 SHARES OF COMMON STOCK,
                            PAR VALUE $.001 PER SHARE

         The Prospectus, dated June 4, 1997 (the "Prospectus"), relating to the
offering for resale of up to 5,994,594 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 DAVID P. MILLER, M.D. in
         the table of Selling Holders on page 13 of the Prospectus is deleted in
         its entirety and the following information inserted in lieu thereof:

         Number of Shares Beneficially Owned                             36,830
         Number of Shares Covered by this Prospectus                     36,205
         Number of Shares to be Held After Offering                           0
         Percent of Outstanding Shares After Offering                         *

2.       DAVID P. AND EMILY A. MILLER is added to the table of Selling Holders
         on page 15 of the Prospectus, together with the following information
         as of a recent date prior to the date of this Prospectus Supplement:

         Number of Shares Beneficially Owned                                625
         Number of Shares Covered by this Prospectus                        625
         Number of Shares to be Held After Offering                           0
         Percent of Outstanding Shares After Offering                         *


         The date of this Prospectus Supplement is July 8, 1997.



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