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. 333-21475



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 MICHAEL B. ALEXANDER,
         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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

2.       The information set forth opposite the name of LLOYD H. ALTERMAN, 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>


                                      - 1 -


<PAGE>   2



3.       The information set forth opposite the name of PAUL B. AVONDOGLIO 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

4.       The information set forth opposite the name of JOSEPH BARRESI 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

5.       The information set forth opposite the name of ANDREW D. BEAMER 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

6.       The information set forth opposite the name of JOSEPH A. BELLADONNA 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>



                                      - 2 -


<PAGE>   3



7.       The information set forth opposite the name of KERRY BERGMAN 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

8.       The information set forth opposite the name of RICHARD W. BRENNER 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

9.       The information set forth opposite the name of KENNETH P. BRIN 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

10.      The information set forth opposite the name of HOWARD S. BRITT 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                      - 3 -


<PAGE>   4



11.      The information set forth opposite the name of MELISSA M. BROWN 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

12.      The information set forth opposite the name of STUART J. BURSTIN 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

13.      The information set forth opposite the name of PAUL J. CARNIOL 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

14.      The information set forth opposite the name of PETER M. COLUCIO, 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                      - 4 -


<PAGE>   5



15.      The information set forth opposite the name of DAVID M. COOPER 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

16.      The information set forth opposite the name of JOSEPH T. CORONA 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

17.      The information set forth opposite the name of CHARLES M. CULBERT 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

18.      The information set forth opposite the name of CHARLES DOOLEY, JR.,
         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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                      - 5 -


<PAGE>   6



19.      The information set forth opposite the name of CHARLES GELBER 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

20.      The information set forth opposite the name of THOMAS GIANIS 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

21.      The information set forth opposite the name of ALICE B. GIBBONS 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

22.      The information set forth opposite the name of J. SCOTT GILLIN 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>


                                      - 6 -


<PAGE>   7



23.      The information set forth opposite the name of ANDREW C. GREENE 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

24.      The information set forth opposite the name of GABRIEL G. GRUBER 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

25.      The information set forth opposite the name of ERIC B. GURWIN, 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

26.      The information set forth opposite the name of KATHLEEN HEFFERNAN 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                      - 7 -


<PAGE>   8



27.      The information set forth opposite the name of LINDA HSUCH 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

28.      The information set forth opposite the name of PETER HYANS 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

29.      The information set forth opposite the name of THOMAS V. INGLESBY 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

30.      The information set forth opposite the name of JOHN H. KRIKORIAN 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                      - 8 -


<PAGE>   9



31.      The information set forth opposite the name of VICTOR S. LAMBERTO 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

32.      The information set forth opposite the name of KERRY LEBENGER 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

33.      The information set forth opposite the name of JEFFREY LEBENGER 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

34.      The information set forth opposite the name of RICHARD J. LESKO 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                      - 9 -


<PAGE>   10



35.      The information set forth opposite the name of JERROLD S. LOZNER 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

36.      The information set forth opposite the name of ROBERT P. MARGIE 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

37.      The information set forth opposite the name of DAVID P. MILLER 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,205
         Number of Shares Covered by this Prospectus                      30,001
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

38.      The information set forth opposite the name of LAWRENCE J. NASTRO 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                     - 10 -


<PAGE>   11



39.      The information set forth opposite the name of RICHARD NELSON 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

40.      The information set forth opposite the name of RICHARD NITZBERG 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

41.      The information set forth opposite the name of MARK PERRIN, 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

42.      The information set forth opposite the name of JOSEPH S. RITTER 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                     - 11 -


<PAGE>   12



43.      The information set forth opposite the name of ROBERT L. ROSENBAUM 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

44.      The information set forth opposite the name of CATHERINE S. RYAN 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
<TABLE>
         <S>                                                              <C>   
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

45.      The information set forth opposite the name of R. GREGORY SACHS 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

46.      The information set forth opposite the name of BARRY C. SILVER, 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                     - 12 -


<PAGE>   13



47.      The information set forth opposite the name of ROBERT D. SLAMA 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

48.      The information set forth opposite the name of ROBERT R. SPRINGER, 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

49.      The information set forth opposite the name of GERALDINE SUMMA 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

50.      The information set forth opposite the name of WILLIAM A. TANSEY 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>


                                     - 13 -


<PAGE>   14



51.      The information set forth opposite the name of WILLIAM N. TOTH 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

52.      The information set forth opposite the name of MICHAEL WAX 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

53.      The information set forth opposite the name of MAUREEN P. WHALEN 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

54.      The information set forth opposite the name of HENDRICK WHITMAN III 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                     - 14 -


<PAGE>   15



55.      The information set forth opposite the name of JOSEPH M. WILDMAN, 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

56.      The information set forth opposite the name of RICHARD WILNOT 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

57.      The information set forth opposite the name of CHARLES WITTMANN 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

58.      The information set forth opposite the name of NICHOLAS D. YATRAKIS,
         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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

                                     - 15 -


<PAGE>   16


59.      The information set forth opposite the name of MARK I. ZIMMERMAN 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                              36,830
         Number of Shares Covered by this Prospectus                      30,626
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

60.      The information set forth opposite the name of SUMMIT MEDICAL GROUP,
         P.A. 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:

<TABLE>
         <S>                                                              <C>   
         Number of Shares Beneficially Owned                             372,240
         Number of Shares Covered by this Prospectus                     372,240
         Number of Shares to be Held After Offering                            0
         Percent of Outstanding Shares After Offering                          *
</TABLE>

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
















                                     - 16 -



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