RESPONSE ONCOLOGY INC, S-3/A, 1997-06-30

RESPONSE ONCOLOGY INC
S-3/A, 1997-06-30
SPECIALTY OUTPATIENT FACILITIES, NEC

Previous: FIRST TRUST OF INSURED MUNICIPAL BONDS MULTI STATE SERIES 8, 485BPOS, 1997-06-30

Next: BALCOR COLONIAL STORAGE INCOME FUND 85, 8-K, 1997-06-30

<PAGE> 1

As filed with the Securities and Exchange Commission on June 30,1997
Registration No. 333-08289
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
AMENDMENT NO. 2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

RESPONSE ONCOLOGY, INC.
(Exact name of registrant as specified in governing instrument)
<TABLE>
<S> <C> <C>
TENNESSEE 8099 62-1212264
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

1775 MORIAH WOODS BLVD.
MEMPHIS, TENNESSEE 38117
(901) 761-7000
(Address of principal executive office)

JOSEPH T. CLARK
1775 MORIAH WOODS BLVD.
MEMPHIS, TENNESSEE 38117
(901) 761-7000
(Name and address of agent for service)

COPY TO:
LINDA M. CROUCH, ESQ.
BAKER, DONELSON, BEARMAN & CALDWELL
165 MADISON AVE., 20TH FLOOR
MEMPHIS, TENNESSEE 38103
TELEPHONE (901) 577-2262
FACSIMILE (901) 577-2303

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), check the following box. [X]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
Title of Securities Proposed Maximum Amount Proposed Maximum Aggregate Offering Amount of
Being Registered Being Registered Aggregate Price Per Unit Registration
Offering Fee(2)
Price(1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 8,752,546 $62,361,890 $7.125 N/A
=====================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of determining the registration fee
in accordance with Rule 457 based upon the average of the high and low
reported prices of the Common Stock on The Nasdaq Stock Market's
National Market on June 26, 1997.
(2) No fee required with this Amendment No. 2 as such fee has previously
been paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

<PAGE> 2

PROSPECTUS 675,154 SHARES

RESPONSE ONCOLOGY, INC.

COMMON STOCK
($.01 PAR VALUE)

------------------
This Prospectus relates to the offer and sale of up to 675,154 shares
(the "Shares") of the common stock, $.01 par value (the "Common Stock"), of
Response Oncology, Inc., a Tennessee corporation (the "Company"). The Shares
may be offered for sale by certain stockholders of the Company or by their
transferees, pledgees, donees or their successors (the "Selling Shareholders")
from time to time in transactions effected on The Nasdaq Stock Market's
National Market ("Nasdaq") (or through the facilities of any national
securities exchange or U.S. inter-dealer quotation system of a registered
national securities association, on which the Shares are then listed, admitted
to unlisted trading privileges or included for quotation), in privately
negotiated transactions, or in a combination of such methods of sale. Such
methods of sale may be conducted at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions directly, or
indirectly through underwriters, broker-dealers or agents acting on their
behalf, and in connection with such sales, such broker-dealers or agents may
receive compensation in the form of commissions, concessions, allowances or
discounts from the Selling Shareholders and/or the purchasers of the Shares for
whom they may act as agent or to whom they sell Shares as principal or both
(which commissions, concessions, allowances or discounts might be in excess of
customary amounts thereof). To the extent required, the names of any agents,
broker-dealers or underwriters and applicable commissions, concessions,
allowances or discounts and any other required information with respect to any
particular offer of the Shares by the Selling Shareholders, will be set forth
in a Prospectus Supplement. The Shares offered for resale by the Selling
Shareholders are being offered pursuant to certain registration rights
agreements. See "Selling Shareholders" and "Plan of Distribution."

None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has agreed to bear
all expenses of registration of the Shares under federal or state securities
laws and to indemnify the Selling Shareholders against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the
"Securities Act").

The Selling Shareholders and any underwriters, dealers or agents which
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commission
received by them and any profit realized on the resale of the Shares purchased
by them may be deemed to constitute underwriting commissions, concessions,
allowances or discounts under the Securities Act. See "Plan of Distribution."

SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.

The Common Stock is traded on Nasdaq under the symbol "ROIX." The
closing sale price of the Common Stock as reported on Nasdaq on June 26, 1997
was $6.75 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
, 1997

<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Copies of reports, proxy
statements, information statements and other information filed by the Company
with the Commission can be inspected and copies may be obtained at the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates, as well as at the following Regional Offices of the
Commission: Citicorp Center, 500 West Madison, Suite 1400, Chicago, Illinois
60661; and Seven World Trade Center, Suite 1300, New York, New York 10048, and
at the Commission's Web site at (http://www.sec.gov). Such reports, proxy
statements, information statements and other information may also be inspected
at the offices of The National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.

The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments thereto, the "Registration Statement")
under the Securities Act with respect to the Shares. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete
and, with respect to each such contract, agreement or other document filed as
an exhibit to the Registration Statement, reference is made to the exhibit for
a more complete description of the matter involved, and each such statement is
deemed qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference.

(i) Annual Report on Form 10-K for the year ended December 31,
1996;
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and
(iii) The description of Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission
effective April 1986, including any amendment or report filed
for the purposes of updating such description.

All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Shares made
by this Prospectus shall be deemed to be incorporated herein by reference and
to be a part hereof on and from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
incorporated herein by reference or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any or all documents incorporated by
reference in this Prospectus (not including, however, the exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such information). Requests for such documents should be directed to: Response
Oncology, Inc.,1775 Moriah Woods Blvd., Memphis, Tennessee 38117, Attention:
Secretary, telephone number (901) 761-7000.

-2-
<PAGE> 4

THE COMPANY

Response Oncology, Inc. (the "Company") is a comprehensive cancer
management company. The Company provides advanced cancer treatment services
through outpatient facilities known as "IMPACT(R) Centers under the direction
of approximately 350 independent oncologists, manages the practices of certain
oncologists with whom the Company has affiliated and conducts clinical cancer
research on behalf of pharmaceutical manufacturers.

IMPACT(R) SERVICES

The Company presently operates 47 IMPACT(R) Centers in 23 states which
provide high-dose chemotherapy with stem cell support to cancer patients on an
outpatient basis. Through its IMPACT(R) Centers, the Company has developed
extensive medical information systems and databases containing clinical and
patient information, analysis of treatment results and side effects and
clinical care pathways. These systems and databases support the Company's
clinical trials program, which involves carefully planned, uniform treatment
regimens administered to a significant group of patients together with the
monitoring of outcomes and side effects of these treatments. The clinical
trials program allows the Company to develop a rational means of improving
future treatment regimens by predicting which patients are most likely to
benefit from different treatments.

Each IMPACT(R) Center is staffed by, and makes extensive use of,
experienced oncology nurses, pharmacists, laboratory technologists, and other
support personnel to deliver outpatient services under the direction of
independent medical oncologists. IMPACT(R) Center services include preparation
and collection of stem cells, administration of high-dose chemotherapy,
reinfusion of stem cells and delivery of broad-based supportive care.
IMPACT(R) Center personnel extend the support mechanism into the patient's
home, further reducing the dependence on hospitalization. The advantages of
this system to the physician and patient include (i) convenience of the local
treatment facility; (ii) specialized on-site laboratory and pharmacy services,
including home pharmacy support; (iii) access to the Company's clinical trials
program to provide ongoing evaluation of current cancer treatment; (iv)
specially trained medical and technical staff; (v) patient education and
support materials through computer, video and staff consultation; and (vi)
reimbursement assistance.

High-dose chemotherapy is most appropriate for patients with lymphoma,
acute leukemia, multiple myeloma and breast and ovarian cancer. Patients
referred to the Company by the treating oncologist are placed on a treatment
protocol developed from the cumulative analysis of the Company's approximately
3,000 high-dose cases. Protocols conducted at the IMPACT(R) Center begin with
a drug regimen which allows for the collection and cryopreservation of stem
cells. A stem cell is a cell which originates in the bone marrow and is a
precursor to white blood cells. At the appropriate time, stem cells capable of
restoring immune system and bone marrow function are harvested over a two to
three day period. The harvested stem cells are then frozen and stored at the
IMPACT(R) Center, and following confirmation of response to treatment and a
satisfactory stem cell harvest, patients receive high-dose chemotherapy
followed by reinfusion of stem cells. Most patients are then admitted to an
affiliated hospital for 10-14 days. After discharge, the patient is monitored
in the oncologist's office. The Company believes that the proprietary databases
and the information gathering techniques developed from the foregoing programs
enable practicing oncologists to manage cancer cases cost effectively. Clinical
research conducted by the Company focuses on (i) improving cancer survival
rates; (ii) enhancing the cancer patient's quality of life; (iii) reducing the
costs of cancer care; and (iv) developing new approaches to cancer diagnosis,
treatment and post-treatment monitoring.

Since 1989, the Company has conducted a clinical trials program
pursuant to which carefully planned, uniform treatments administered to a
substantial number of patients have been monitored and studied, with the
results being collected in a database and utilized to predict outcomes and
determine utilization of high-dose chemotherapy as a treatment. In addition,
the Company has recorded outcomes from over 3,000 cases in which high-dose
chemotherapy was utilized as a treatment and has developed and continues to
refine treatment pathways, which forecast the best outcome with the lowest
possible cost. Pursuant to agreements between the Company and the oncologists
who supervise their patients' treatment in IMPACT(R) Centers, such oncologists
are obligated to record and monitor outcomes, collect information and report
such information to the Company, for which the oncologists are paid a fixed
fee.

-3-
<PAGE> 5

ONCOLOGY PRACTICE MANAGEMENT SERVICES

During 1996 the Company commenced execution of a diversification
strategy into physician practice management, consummating the acquisitions of
10 medical oncology practices including 36 medical oncologists in Florida and
Tennessee. Through these acquisitions, the Company has sought to achieve deep
geographic penetration in those markets, believing that significant market
share is crucial to achieving efficiencies, revenue enhancements, and marketing
of complete cancer services to diverse payors including managed care. Pursuant
to management service agreements ("Service Agreements"), the Company provides
management services that extend to all nonmedical aspects of the operations of
the affiliated practices.

Pursuant to the Service Agreements, the Company is the sole and
exclusive manager and administrator of all day-to-day business functions
connected with the medical practice of an affiliated physician group. The
Company is responsible for providing facilities, equipment, supplies, support
personnel, and management and financial advisory services. Under the terms of
the Service Agreements in general, the Company (i) prepares annual capital and
operating budgets; (ii) prepares financial statements; (iii) orders and
purchases medical and office inventory and supplies; (iv) bills patients and
third party payors; (v) maintains accounting, billing, medical, and collection
records; (vi) negotiates and administers managed care contracts; (vii) arranges
for legal and accounting services related to practice operations; (viii)
recruits, hires and appoints an executive director to manage and administer all
of the day-to-day business functions of each practice; and (ix) manages all
non-physician professional support and administrative personnel, clerical,
secretarial, bookkeeping and collection personnel. The Company seeks to combine
the purchasing power of numerous physicians to obtain favorable pricing and
terms for equipment, pharmaceuticals and supplies and to obtain favorable
contracts with suppliers.

In addition, the Company provides its outcomes database, treatment
protocols and pathways to affiliated oncologists, permitting these physicians
to more effectively manage cancer cases. The Company utilizes its management
expertise to conduct utilization review and quality assurance programs and
establish well-defined medical policies for its affiliated physicians.

In return for its management services and expertise, the Company
receives a service fee based on net revenue or net operating income of the
practice. Pursuant to each Service Agreement, the physicians and the practice
agree not to compete with the Company and the practice. Each Service Agreement
has an initial term of 40 years and, after the initial term, will be
automatically extended for additional five year terms unless either party
delivers written notice to the other party, 180 days prior to the expiration of
the preceding term. The Service Agreement may only be terminated for cause. If
the Company terminates the Service Agreement for cause, the practice is
typically obligated to purchase assets (which typically include intangible
assets) and pay liquidated damages, which are guaranteed by individual
physicians for a period of time. Each Service Agreement provides for the
creation of an oversight committee, a majority of whom are designated by the
practice. The oversight committee is responsible for developing management and
administrative policies for the overall operation of each clinic.

CANCER RESEARCH SERVICES

The Company also utilizes its database to provide various types of
data to pharmaceutical companies regarding the use of their products. The
IMPACT(R) Center network and the Company's medical information systems make the
Company ideally suited to this process. The Company is currently participating
in several projects with leading pharmaceutical manufacturers to furnish data
in connection with FDA applications and post-FDA approval marketing studies.
Revenue from these contracts helps to underwrite the Company's clinical trials
expenses. Such relationships with pharmaceutical companies allow patients and
physicians earlier access to drugs and therapies and ensure access to clinical
trials under managed care, which guarantee the Company's role as a leader in
oncological developments.

-4-
<PAGE> 6

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Investors are cautioned that this Prospectus may contain or
incorporate herein by reference, in addition to historical information,
forward-looking statements that involve risks and uncertainties. These
forward-looking statements speak only as of the date of this Prospectus. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or any change in the Company's expectations with regard thereto or
any change in events, conditions or circumstances on which any statement is
based. The Company's actual results could differ materially from those
currently anticipated due to a number of factors, including, but not limited
to, those discussed below in "Risk Factors," as well as those discussed
elsewhere in this Prospectus or in documents incorporated herein by reference.
When included in this Prospectus or in documents incorporated herein by
reference, the words "expects," "intends," "anticipates," "believes,"
"estimates" and analogous expressions are intended to identify forward-looking
statements. Such statements, which include statements contained in "Risk
Factors," are based on many assumptions and inherently are subject to a variety
of risks and uncertainties that could cause actual results to differ materially
from those projected.

RISK FACTORS

In addition to the other information in this Prospectus and
incorporated herein by reference, the following risk factors should be
considered carefully in evaluating an investment in the Shares.

RISKS RELATED TO EXPANSION

A principal element of the Company's strategy involves growth through
consummation of additional oncology practice management affiliations. This
affiliation and expansion strategy will require substantial capital, and the
Company anticipates that it may, in the future, seek to raise additional funds
through debt financing or the issuance of equity or debt securities. There can
be no assurance that sufficient funds will be available on terms acceptable to
the Company or at all. In addition, the Company may issue equity or convertible
securities as consideration in affiliation transactions. If additional equity
securities are issued, dilution to the Company's shareholders may result, and
if additional funds are raised through the incurrence of debt, the Company may
become subject to restrictions on its operation and finances. Any limitation on
the Company's ability to obtain additional financing could have a material
adverse effect on the Company.

The success of the Company's growth strategy is dependent in part on
its ability to manage and control the costs and non-medical operations of
affiliated practices. There can be no assurance that the Company will be able
to integrate additional practices into the Company's operations, to manage or
control effectively the costs of such practices or that the Company will be
able to identify additional suitable practice management affiliation candidates
and/or consummate practice management affiliation transactions in the future.

LIMITED HISTORY OF MANAGING ONCOLOGY PRACTICES

The Company entered into its initial practice management affiliation
with its first practice in January 1996. Thereafter, the Company consummated
similar transactions with 9 additional practices. Except for these practice
affiliations, the Company has no significant experience in managing physician
practices, and there can be no assurance that the Company can provide services
profitably to oncology practices or that the Company's personnel, systems and
infrastructure will be sufficient to permit effective management of oncology
practices. Although the Company intends to enter into managed care capitated
contracts, no such contracts have been consummated.

POSSIBLE VOLATILITY OF STOCK PRICE

Although there has been a public market for the Common Stock, there
can be no assurance that an active public market for the Common Stock will
continue. From time to time after the offering, there may be significant
volatility in the market price for the Common Stock. Quarterly operating
results of the Company, changes in general conditions in the economy or the
health care industry, or other developments affecting the Company or its
competitors

-5-
<PAGE> 7

could cause the market price of the Common Stock to fluctuate substantially.
The equity markets have, on occasion, experienced significant price and volume
fluctuations that have affected the market prices for many companies'
securities and that have often been unrelated to the operating performance of
these companies. Concern about the potential effects of health care reform
measures has contributed to the volatility of stock prices of companies in
health care and related industries and may similarly affect the price of the
Common Stock. Any such fluctuations that occur may adversely affect the market
price of the Common Stock.

Seafield Capital Corporation ("Seafield") the holder of the majority
of the shares of Common Stock of the Company, has announced that its Board of
Directors approved a proposal to distribute to Seafield shareholders, pro rata
in the form of a dividend, all 8,077,392 shares of Response common stock owned
by Seafield. Such distribution will effectively increase the number of
shareholders of record of Response by approximately 1,800 shareholders which
could affect the price and volume fluctuations of the Company's Common Stock.
Further, such distribution is expected to be a taxable distribution to the
Seafield shareholders which could result in the sale of the shares by Seafield
shareholders to cover any necessary tax payments. In addition, the 675,154
Shares registered hereunder will be eligible for sale from time to time by the
Selling Shareholders. Sales of substantial amounts of Common Stock in the
public markets, pursuant to Rule 144 or otherwise, or the availability of such
shares for sale, could adversely affect the prevailing market prices for Common
Stock. See "Plan of Distribution."

COMPETITION

The physician practice management industry is highly competitive.
Several companies that have established operating histories and greater
resources than the Company are pursuing practice affiliation, development and
management activities similar to those of the Company. In addition, some
hospitals, clinics, health care companies, HMOs and insurance companies provide
services similar to those provided by the Company. There can be no assurance
that the Company will be able to compete effectively with such competitors,
that additional competitors will not enter the market or that such competition
will not make it more difficult to consummate additional practice management
affiliations with oncology practices on terms beneficial to the Company. The
Company also believes that changes in governmental and private reimbursement
policies, among other factors, have resulted in increased competition among
providers of medical services. There can be no assurance that the Company will
be able to compete effectively in the markets that it serves.

The demand for oncology services currently exceeds the supply of
qualified oncologists. As a result, the Company is under competitive pressures
for the recruitment and retention of qualified oncologists. There can be no
assurance that the Company and its affiliated oncology practices will be able
to successfully recruit qualified oncologists in the face of increased
competition for such persons.

REDUCTIONS IN THIRD PARTY REIMBURSEMENT

Substantially all of the Company's revenue is derived directly or
indirectly from third party payors, which consist of managed care plans and
private insurance for the "IMPACT(R) Centers and managed care plans, private
insurance and governmental programs (e.g., Medicare and Medicaid) for oncology
practices with which the Company has practice management affiliations. These
third party payors are increasingly negotiating reduced payment schedules with,
and imposing stricter utilization and reimbursement standards on, the providers
of health care services. The Company believes that per-patient revenue from
oncology-related services will continue to decline due to these actions by
third party payors. Third party payors may also deny reimbursement for
pharmaceuticals, supplies and certain medical services provided by the Company
and its affiliated oncologists, if they determine that a treatment was not
performed in accordance with treatment protocols established by such payors or
for other reasons. Historically, third party payers have not covered high dose
chemotherapy, such as provided at the Company's "IMPACT(R) Centers, for some
indications. Further reductions in payments to physicians or other changes in
reimbursement for health care services could have a material adverse effect on
the Company. Certain health care services, including those rendered by the
Company and its affiliated oncologists, may be subject from time to time to
changes in both the degree of regulation and level of reimbursement. There can
be no assurance that payments under governmental and private third party payor
programs will not be reduced or will, in the future, be sufficient to cover
costs allocable to patients eligible for reimbursement pursuant to such
programs, or that any reductions in the Company's revenue resulting from

-6-
<PAGE> 8

reduced payments could be offset by the Company through cost reductions,
increased volume, introduction of new procedures or otherwise.

IMPAIRMENT OF COST OF SERVICE AGREEMENTS

The Company has consummated practice management affiliations with 10
practices since January 1996. In affiliating with physician practices, the
Company enters into management services agreements with an initial term of 40
years ("Service Agreements"). The unamortized cost of Service Agreements as of
December 31, 1996 resulting from the consummation of the practice affiliations
is approximately $102 million. The Company amortizes the Service Agreements on
a straight-line basis over their 40-year lives which constitutes an annual
expense of approximately $3.4 million. The Company evaluates on a regular
basis whether events and circumstances have occurred that indicate all or a
portion of the carrying amount of such assets may no longer be recoverable, in
which case an additional charge to earnings would become necessary. Any such
future determination requiring the write-off of a significant portion of
unamortized cost of Service Agreements could adversely affect the Company's
results of operations. There can be no assurance that the value of such assets
will ever be realized by the Company.

RISKS ASSOCIATED WITH MANAGED CARE CONTRACTS

As an increasing percentage of patients come under the control of
managed care entities, the Company believes that its success will be, in part,
dependent upon the Company's ability to negotiate contracts on behalf of its
affiliated oncologists with HMOs, employer groups and other private third party
payors pursuant to which its affiliated oncologists' services will be provided
on a risk-sharing or capitated basis. Under a capitated agreement, a health
care provider such as the Company agrees to accept a predetermined amount per
member per month in exchange for undertaking to provide all covered services to
patients. Such contracts pass much of the economic risk of providing care from
the payor to the provider. The Company's success in implementing its strategy
of entering into such contracts on behalf of its affiliated oncologists could
result in greater predictability of revenue, but increased risk to the Company
resulting from greater uncertainty regarding expenses. To the extent that
patients or enrollees covered by such contracts require more frequent or
extensive care than the Company anticipates, additional costs would be
incurred, resulting in a reduction in the Company's operating margins. In the
worst case, service fee revenue derived from risk-sharing or capitated
contracts would be insufficient to cover the costs of the services provided.
Any such reduction or elimination of earnings could have a material adverse
effect on the Company. Moreover, there is no certainty that the Company will be
able to establish and maintain satisfactory relationships with third party
payors, many of which already have existing provider structures in place and
may not be able or willing to re-arrange their provider networks.
Increasingly, some jurisdictions are taking the position that capitated
agreements in which the provider of medical services bears the economic risk of
providing such services should be regulated by insurance laws. As a
consequence, the Company may be limited in some of the states in which it
operates in its attempt to enter into or arrange capitated agreements for its
affiliated oncology practices when those capitated arrangements involve the
assumption of risk.

The National Association of Insurance Commissioners (the "NAIC") in
1995 endorsed a policy proposing the state regulation of risk assumption by
physicians. The policy proposes prohibiting physicians from entering into
capitated payment or other risk sharing contracts except through HMOs or
insurance companies. Several states have adopted regulations implementing the
NAIC policy in some form. In states where such regulations have been adopted,
affiliated practices will be precluded from entering into capitated contracts
directly with employers, individuals and benefit plans unless they qualify to
do business as HMOs or insurance companies. Currently, the Company does not
intend, on its own behalf, or on behalf of the affiliated practices, to enter
into capitated payment or other risk-share arrangements other than with HMOs or
insurance companies. In addition, in December 1996, the NAIC issued a white
paper entitled "Regulation of Health Risk Bearing Entities," which sets forth
issues to be considered by state insurance regulators when considering new
regulations, and encourages that a uniform body of regulation be adopted by the
states. The Company believes that additional regulations at the state level
will be forthcoming in response to the NAIC initiatives. Other states have
enacted statutes or adopted regulations affecting risk assumption in the health
care industry, including statutes and regulations that subject any physician or
physician network, among other things, to laws and regulations providing for
minimum capital requirements and other safety and soundness requirements.

-7-
<PAGE> 9

The Company and affiliated practices may not satisfy such insurance laws or
regulations. Full compliance with such laws and regulations could result in
substantial costs to the Company and the affiliated practices. The inability
to enter into capitated arrangements or the cost of complying with certain
applicable laws that would permit expansion of risk-based contracting
activities would have a material adverse effect on the Company.

DEPENDENCE ON PHYSICIAN PRACTICES

The Company is dependent upon its affiliations with physician
practices. The Company has entered into Service Agreements with 10 medical
oncology practices, each having a term of 40 years, and has proposed to enter
into similar Service Agreements with any practices acquired in the future.
There can be no assurance that existing and future practices with which the
Company affiliates will maintain successful medical practices, that the Service
Agreements with the practices will not be terminated, or that any of the key
members of a particular practice will continue practicing with such practice.
Loss of revenue by the affiliated practices could have a material adverse
effect on the Company.

GOVERNMENT REGULATION

The relationships among health care providers, including physicians
and other clinicians, are subject to extensive federal and state regulation.
The fraud and abuse provisions of the Social Security Act and anti-kickback
laws and regulations adopted by many states, including Florida, a state in
which several of the acquired practices are located, prohibit the solicitation,
payment, receipt or offering of any direct or indirect remuneration in return
for, or as an inducement to, certain referrals of patients, items and services.
Provisions of the Social Security Act also impose significant penalties for
false or improper billings. In addition, the Stark Self-Referral Law imposes
restrictions on physicians' referrals for designated health services
reimbursable by Medicare or Medicaid to entities with which the physicians have
financial relationships. Many states, including the states in which the
Company's affiliated practices are located, have adopted similar self-referral
laws which are not limited to Medicare or Medicaid reimbursed services.
Accordingly, the Company is prohibited from owning facilities for the provision
of, or otherwise providing, certain ancillary services for patients of its
affiliated practices. Violations of any of these laws may result in
substantial civil or criminal penalties, including large civil monetary
penalties, and, in the case of violations of federal laws, exclusion from
participation in the Medicare and Medicaid programs. Such exclusion and
penalties, if applied to the Company or its affiliated practices, would have a
material adverse effect on the Company.

Under certain provisions of the Omnibus Budget Reconciliation Act of
1993 known as "Stark II," physicians who refer Medicare and Medicaid patients
to the Company for certain designated health services may not have an
investment interest in or a compensation arrangement with the Company, and the
Company may not accept Medicare or Medicaid referrals from such physicians
without first complying with certain specified exceptions to the law. Violation
of Stark II by the Company could have a material adverse effect on the Company.

The laws of many states prohibit business corporations such as the
Company from exercising control over the medical judgments or decisions of
physicians and from engaging in certain financial arrangements, such as
splitting fees with physicians. These laws and their interpretations vary from
state to state and are enforced by both the courts and regulatory authorities,
each with broad discretion. Expansion of the operations of the Company to
certain jurisdictions may require structural and organizational modifications
of the Company's form of relationship with oncology practices, which could have
an adverse effect on the Company. There can be no assurance that the Company's
Service Agreements will not be challenged as constituting the unlawful
corporate practice of medicine or unlawful fee splitting arrangements or that
the enforceability of the provisions of such agreements, including
non-competition agreements, will not be limited.

In addition to extensive existing governmental health care regulation,
there are numerous initiatives at the federal and state levels for
comprehensive reforms affecting the payment for and availability of health care
services. Aspects of certain of these health care proposals, such as further
reductions in or capitation of Medicare and Medicaid payments and additional
prohibitions on direct or indirect physician ownership of facilities to which
they refer patients,

-8-
<PAGE> 10

if adopted, could have a material adverse effect on the results of operations
and stock prices of companies in health care and related industries and may
similarly affect the price of the Company's Common Stock.

The Company believes that its operations are conducted in material
compliance with applicable laws; however, the Company has not received a legal
opinion to this effect, and many aspects of the Company's business operations
have not been the subject of state or federal regulatory interpretation. There
can be no assurance that a review of the Company's operations by federal or
state regulatory authorities will not result in a determination that could have
a material adverse effect on the Company or its affiliated oncologists.
Additionally, there can be no assurance that the health care regulatory
environment will not change so as to adversely affect the Company's or the
affiliated oncologists' existing operations or restrict their expansion. The
regulatory framework of certain jurisdictions may limit the Company's expansion
into, or ability to continue operations within, such jurisdictions if the
Company is unable to modify its operational structure to conform to such
regulatory framework or to obtain necessary approvals, licenses and permits.
Any limitation on the Company's ability to expand could have a material adverse
effect on the Company.

Expansion of the operations of the Company to certain jurisdictions
may require modification of the Company's form of relationship with its
affiliated practices, which could have a material adverse effect on the
Company. Furthermore, the Company's ability to expand into, or to continue to
operate within certain jurisdictions may depend on the Company's ability to
modify its operational structure to conform to such jurisdictions' regulatory
framework or to obtain necessary approvals, licenses and permits. Any
limitation on the Company's ability to expand could have a material adverse
effect on the Company.

POTENTIAL LIABILITY AND INSURANCE

The provision of medical services entails an inherent risk of
professional malpractice and other similar claims. Under the Service
Agreements, the Company provides only non-medical services such as preparing
annual capital and operating budgets, preparing financial statements, ordering
and purchasing medical and office inventory and supplies, billing patients and
third party payors, maintaining records, negotiating and administering all
managed care contracts, arranging for legal and accounting services related to
practice operations and recruiting and supervising all non-physician
professional support and administrative personnel. In its IMPACT(R) Centers,
employees of the Company, acting under the supervision of physicians, deliver
medical care to patients. The Company could be implicated in claims related to
medical services provided by affiliated oncologists or at the IMPACT(R)
Centers, and there can be no assurance that claims, suits or complaints
relating to services delivered by an affiliated oncologist will not be asserted
against the Company in the future. Although the Company maintains insurance it
believes is adequate both as to risks and amounts, there can be no assurance
that any claim asserted against the Company for professional or other liability
will be covered by, or will not exceed the coverage limits of, such insurance.

The availability and cost of professional liability insurance has been
affected by various factors, many of which are beyond the control of the
Company. There can be no assurance that the Company will be able to maintain
insurance in the future at a cost that is acceptable to the Company, or at all.
Any claim made against the Company not fully covered by insurance could have a
material adverse effect on the Company.

DEPENDENCE UPON KEY PERSONNEL

The Company is dependent upon the ability and experience of its
executive officers. The Company currently has employment contracts with three
of the Company's executive officers. The loss of the services of any or all of
its executive officers or the Company's inability in the future to attract and
retain management and other key personnel could have a material adverse effect
on the Company.

CERTAIN ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Charter and By-laws, as well as
Tennessee law, could together or separately discourage potential affiliation
proposals, delay or prevent a change in control of the Company and limit

-9-
<PAGE> 11

the price that certain investors might be willing to pay in the future for
shares of the Common Stock. Certain provisions of the Company's Charter provide
for a classified Board of Directors and the issuance, without further
shareholder approval, of preferred stock with rights and privileges which could
be senior to the Common Stock. The Company also is subject to the Tennessee
Business Combination Act which, with certain exceptions, prohibits a Tennessee
corporation from engaging in any of a broad range of business combinations with
any "interested shareholder" for a period of five years following the date that
such shareholder became an interested shareholder. See "Description of Capital
Stock."

SELLING SHAREHOLDERS

The following table shows the number of shares being offered by the
Selling Shareholders. See "Plan of Distribution."

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO THE OFFERING NUMBER OF SHARES AFTER THE OFFERING
--------------------- TO BE SOLD IN -----------------------
NAME OF BENEFICIAL OWNER SHARES PERCENT(1) THE OFFERING SHARES PERCENT(1)
---------------------------- ------ ------- -------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Jeffrey Paonessa, M.D. 196,154 1.64 196,154 0 *
W.A. Lankford, M.D. 5,000 * 5,000 0 *
Thomas L. West, M.D. 20,000 * 20,000 0 *
Jackson W. Moore 15,000 * 15,000 0 *
William H. West, M.D. 878,760 7.34 138,000 740,760 6.19
Frank Bumstead 107,981 * 20,000 87,981 *
Kurt Tauer, M.D. (2) 7,800 * 4,000 3,800 *
Clarence E. Walton 25,000 * 25,000 0 *
Lillian Portnoy 126,000 1.05 126,000 0 *
Robert R. West, M.D. 25,000 * 25,000 0 *
Ronald L. Bledsoe 101,000 * 101,000 0 *
</TABLE>

__________________________
* Less than 1%
(1) The percentages shown are based on 11,967,543 shares of common stock
outstanding at May 13, 1997.
(2) Includes options to purchase 3,800 Shares which are exercisable or
become exercisable within 60 days.

The Company has filed with the Commission the Registration Statement
of which this Prospectus forms a part with respect to the sale by the Selling
Shareholders of the Shares from time to time on Nasdaq (or through the
facilities of any national securities exchange or U.S. automated inter-dealer
quotation system of a registered national securities association, on which the
Shares are then listed, admitted to unlisted trading privileges or included for
quotation) or in privately negotiated transactions, and has agreed to use its
best efforts to keep the Registration Statement current and effective for nine
months from the effective date of the Registration Statement. See "Plan of
Distribution."

Seafield Capital Corporation, the majority shareholder of the Company
("Seafield"), has announced that its Board of Directors approved a proposal to
distribute to Seafield shareholders, pro rata in the form of a dividend, all
8,077,392 shares of Response common stock owned by Seafield. Such distribution
will effectively increase the number of shareholders of record of the Company
by approximately 1,800 shareholders which could affect the price and volume
fluctuations of the Company's Common Stock. Further, such distribution is
expected to be a taxable distribution to the Seafield shareholders which could
result in the sale of the shares by Seafield shareholders to cover any
necessary tax payments. See "Plan of Distribution."

DESCRIPTION OF CAPITAL STOCK

-10-
<PAGE> 12

there were 11,967,543 shares of Common Stock issued and outstanding, and 27,833
shares of preferred stock issued and outstanding. Options to purchase
1,541,901 shares of Common Stock are outstanding and an additional 247,600
shares are reserved for issuance pursuant to employee and director stock option
plans at exercise prices ranging from $1.56 to $23.75 per share. Additionally,
options to purchase an aggregate of 80,000 shares of Common Stock, at an
exercise price of $17.00 per share, were issued in connection the affiliation
of one practice. Additionally, warrants to purchase an aggregate of 80,000
shares of Common Stock at an average exercise price of $11.75 per share were
issued in connection with the affiliation of two other practices.

COMMON STOCK

As of March 31, 1997, there were approximately 600 holders of record
of the shares of Common Stock outstanding. Upon distribution by Seafield of
its shares of the Company to its shareholders, approximately 2,500 persons are
expected to be holders of record of the shares of Common Stock outstanding.
Each holder of record of Common Stock is entitled to one vote for each
outstanding share of Common Stock owned by such holder, is not entitled to
cumulate his votes for the election of directors, and does not have preemptive
rights. The issued and outstanding shares of Common Stock are, and all shares
of Common Stock to be issued and to be sold in the offering will be, validly
issued, fully paid, and nonassessable. All shares of Common Stock have equal
rights and, subject to the rights of the holders of any series of the preferred
stock, are entitled to receive ratably such dividends, if any, as the Board of
Directors may declare from time to time out of funds legally available
therefor. Upon liquidation of the Company, after payment or provision for
payment of all of the Company's debts and obligations and liquidation payments
to holders of outstanding shares of preferred stock, if any, the holders of the
Common Stock will share ratably in the net assets, if any, available for
distribution to holders of Common Stock upon liquidation.

PREFERRED STOCK

The Company's Board of Directors may, without further action by the
Company's shareholders, from time to time direct the issuance of shares of
preferred stock in series and may, at the time of issuance, determine the
rights, preferences, and limitations of each series. The rights of any such
series may include voting and conversion rights that could adversely affect the
voting power of the holders of Common Stock. Satisfaction of any dividend
preferences of outstanding preferred stock could reduce the amount of funds
available, if any, for the payment of dividends on Common Stock. Also, the
holders of preferred stock would normally be entitled to receive a preference
payment in the event of any liquidation, dissolution, or winding-up of the
Company before any payment is made to the holders of the Common Stock.

REGISTRATION RIGHTS

Certain holders of shares of Common Stock, including the Selling
Shareholders, and warrants exercisable for 80,000 shares of Common Stock have
certain demand or piggyback registration rights with respect to such shares.
In general Seafield or the holders of certain other registration rights may
request that the Company file a registration statement under the Securities Act
in respect of the offering and sale of the securities covered thereby. The
Company is not obligated to file and make effective more than two such
registration statements. This registration statement constitutes one of those
obligations. However, after the planned distribution by Seafield to its
shareholders of all of its Response Common Stock, Seafield will no longer own
any shares of Response Common Stock and, thus, will no longer be entitled to
any registration rights. In addition, holders of registration rights have the
right to include such shares in a registration statement filed by the Company
in respect of the Company's offering and sale of Common Stock. Such piggyback
registration rights are subject to certain limitations and conditions,
including the right of the underwriters of an offering to limit the number of
shares included in such registration. The Company is obligated to bear all
expenses in connection with the registration of shares as described above,
except for any underwriting discounts and commissions.

-11-
<PAGE> 13

TRANSFER AGENT

The transfer agent for the Common Stock is SunTrust Bank, Atlanta,
Georgia.

PLAN OF DISTRIBUTION

The Selling Shareholders have advised the Company that they and any of
their transferees, pledgees, donees or their successors may offer the Shares
for sale from time to time in transactions effected on Nasdaq (or through the
facilities of any national securities exchange or U.S. inter-dealer quotation
system of a registered national securities association, on which the Shares are
then listed, admitted to unlisted trading privileges or included for
quotation), in privately negotiated transactions, or in a combination of such
methods of sale. Such methods of sale may be conducted at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions directly, or indirectly through underwriters, broker-dealers or
agents acting on their behalf, and in connection with such sales, such
broker-dealers or agents may receive compensation in the form of commissions,
concessions, allowances or discounts from the Selling Shareholders and/or the
purchasers of the Shares for whom they may act as agent or to whom they sell
Shares as principal or both (which commissions, concessions, allowances or
discounts might be in excess of customary amounts thereof). To the extent
required, the names of any agents, broker-dealers or underwriters and
applicable commissions, concessions, allowances or discounts and any other
required information with respect to any particular offer of the Shares by the
Selling Shareholders, will be set forth in a Prospectus Supplement. The
Company has been advised that the Selling Shareholders may effect sales of the
Shares directly, or indirectly by or through agents or broker-dealers and that
the Shares may be sold by one or more of the following methods: (a) ordinary
brokerage transactions, (b) purchases by a broker-dealer as principal and
resale by such broker-dealer for its own account, and (c) in "block" sale
transactions. At the time a particular offer is made, a Prospectus Supplement,
if required, will be distributed that sets forth the name or names of agents or
broker-dealers, any commissions and other terms constituting selling
compensation and any other required information. Moreover, in effecting sales,
broker-dealers engaged by any Selling Shareholder and/or the purchasers of the
Shares may arrange for other broker-dealers to participate in the sales
process. Broker-dealers will receive discounts or commissions from the Selling
Shareholders and/or the purchasers of the Shares in amounts which will be
negotiated prior to the time of sale. Sales made by broker-dealers will be
made only through broker-dealers registered as such in a subject jurisdiction
or in transactions exempt from such registration. The Company has not been
advised of any definitive selling arrangement at the date of this Prospectus
between any Selling Shareholder and any broker-dealer or agent.

In connection with the distribution of the Shares, certain of the
Selling Shareholders may enter into hedging transactions with broker-dealers.
In connection with such transactions, broker-dealers may engage in short sales
of the Shares in the course of hedging the positions they assume with the
Selling Shareholders. The Selling Shareholders may also sell the Shares short
and redeliver the Shares to close out the short positions. The Selling
Shareholders may also enter into option or other transactions with
broker-dealers which require the delivery of the Shares to the broker-dealer
and the broker-dealer may sell the Shares so loaned, or upon a default, the
broker-dealer may effect sales of the pledged shares.

Any broker-dealer participating in any distribution of Shares in
connection with the offering made hereby may be deemed to be an "underwriter"
within the meaning of the Securities Act and may be required to deliver a copy
of this Prospectus, including a Prospectus Supplement, to any person who
purchases any of the Securities from or through such broker-dealer.

Under the Registration Rights Agreements, the Company is required to
comply with the requirements of Rule 144 under the Securities Act, as such Rule
may be amended from time to time (or any similar rule or regulation hereafter
adopted by the Commission), regarding the availability of current public
information to the extent required to enable Seafield and the Selling
Shareholders to sell Shares without registration under the Securities Act
pursuant to Rule 144 (or any similar rule or regulation).

-12-
<PAGE> 14

Pursuant to the Registration Rights Agreements, the Company is
required to pay all expenses of registration of the Shares, including
Commission filing fees, and expenses of compliance with state securities or
"blue sky" laws. The Selling Shareholders will be indemnified by the Company
against certain civil liabilities, including certain liabilities arising under
the Securities Act, or, to the extent such indemnification is unavailable or
otherwise limited, will be entitled to contribution in connection therewith.
The Company will not receive any of the proceeds from the sale of the Shares by
the Selling Shareholders.

LEGAL MATTERS

Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby will be passed upon for the Company and the
Selling Shareholders by Baker, Donelson, Bearman & Caldwell, Memphis,
Tennessee.

USE OF PROCEEDS

None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company.

EXPERTS

The financial statements and schedule of Response Oncology, Inc. and
its subsidiaries as of December 31, 1996 and 1995, and for each of the years in
the three-year period ended December 31, 1996 have been incorporated herein by
reference in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, appearing in such documents incorporated herein
by reference, and upon the authority of said firm as experts in accounting and
auditing.

-13-

<PAGE> 15

<TABLE>
<S> <C>
=================================================== ===================================================

No person is authorized in connection with
any offering made hereby to give any information
or to make any representation other than as 675,154 Shares
contained in this Prospectus and, if given or
made, such information or representation must not
be relied upon as having been authorized by the
Company, any Selling Shareholder or any
underwriter. Neither the delivery of this
Prospectus nor any sale made hereunder shall under Response Oncology, Inc.
any circumstance imply that there has been no
change in the affairs of the Company since the
date hereof. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to Common Stock
buy any of the Shares offered hereby to any person
in any jurisdiction in which it is unlawful to
make any such offer or solicitation.

===================================================

PROSPECTUS

===================================================

TABLE OF CONTENTS

Page
----
Available Information . . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . 5
Selling Shareholders . . . . . . . . . . . . . 10
Description of Capital Stock . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . 12
Legal Matters . . . . . . . . . . . . . . . . . 13
Use of Proceeds . . . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . 13

, 1997

=================================================== ===================================================
</TABLE>

<PAGE> 16

[Logo]

SEAFIELD CAPITAL CORPORATION
5000 West 95th Street, Suite 260
P.O. Box 7568
Shawnee Mission, Kansas 66207

July 2, 1997

Dear Shareholder:

I am pleased to inform you that the Board of Directors of Seafield
Capital Corporation has approved a distribution to our shareholders of all the
shares of common stock of Response Oncology, Inc. owned by Seafield. The stock
distribution will be made on July 25, 1997 to holders of record of Seafield
Capital Corporation common stock on July 11, 1997. You will receive
approximately 1.24 shares of Response Oncology, Inc. common stock for each
share of Seafield Capital Corporation common stock you hold on the record date.

As a result of this distribution you will own shares directly in
Response Oncology, Inc., and you will continue to own your Seafield Capital
Corporation common stock. Following the distribution, Seafield's principal
asset will be its 82% ownership interest in LabOne, Inc., which engages in
insurance industry and clinical laboratory testing.

The Seafield Board believes that the separation of Seafield's
ownership interest in Response Oncology, Inc. from Seafield's core laboratory
testing business will provide investors a sharper focus as to the particular
merits of each of those investments and thereby provide Seafield shareholders
with a better recognition of the value of each of those investments.

We have received an opinion from our counsel that the distribution
will be a taxable transaction. We will report to you our determination of the
fair market value of the amount of the distribution received by you for tax
purposes, and the portion thereof which is taxable as a dividend (i.e., as
ordinary income), on IRS Form 1099-DIV.

The enclosed Prospectus explains the proposed distribution in detail.
We urge you to read it carefully. Holders of Seafield Capital Corporation
common stock are not required to take any action to participate in the
distribution. A shareholder vote is not required in connection with this
matter and, accordingly, your proxy is not being sought.

The effective ex-dividend date for the distribution will be July 28,
1997. Sales of Seafield Stock with trading dates of July 9 through July 25 will
have "due bills" attached to the sales. Sellers during this period will,
therefore, be required to forward Response Stock to the purchaser when
received.

Sincerely,

W. Thomas Grant II
Chairman of the Board

<PAGE> 17

8,077,392 SHARES

RESPONSE ONCOLOGY, INC.
PROSPECTUS
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)

This Prospectus relates to and is being furnished to shareholders of
Seafield Capital Corporation ("Seafield") in connection with the distribution
(the "Distribution") by Seafield to its shareholders of all of the shares of
Response Oncology, Inc., a Tennessee corporation (the "Company") common stock,
par value $.01 per share ("Company Common Stock") owned by Seafield.

The Distribution will be effected on July 25, 1997 (the
"Distribution Date"), and shares of Company Common Stock will be distributed
to the holders of record of Seafield common stock as of July 11, 1997
(the "Record Date"), on the basis of approximately 1.24 shares of Company
Common Stock for each share of Seafield common stock held. No consideration
will be paid by shareholders of Seafield for the shares of Company Common Stock
to be received by them in the Distribution, nor will they be required to
surrender or exchange shares of Seafield common stock in order to receive
shares of Company Common Stock. Seafield has received an opinion from its
counsel to the effect that the Distribution will be a taxable distribution for
Federal income tax purposes. The shares of Company Common Stock being
distributed to Seafield shareholders have been registered by the Company
pursuant to certain registration rights agreements between the Company and
Seafield. In accordance with these registration rights agreements, the Company
will bear all expenses of registration of the shares of Company Common Stock
owned by Seafield under federal or state securities laws and will indemnify
Seafield against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). See "Plan of
Distribution."

Company Common Stock is traded on the Nasdaq Stock Market under the
symbol "ROIX." The closing sale price of Company Common Stock, as reported on
Nasdaq on June 26, 1997 was $6.75 per share.

IN REVIEWING THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE
MATTERS DESCRIBED UNDER THE CAPTION "RISK FACTORS" AT PAGE 5.

-------------------------------

NO VOTE OF STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS DISTRIBUTION.
YOU ARE NOT BEING ASKED FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.

-------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

-------------------------------

The date of this Prospectus is July , 1997.

<PAGE> 18

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments thereto, the "Registration Statement")
under the Securities Act with respect to the shares of Company Common Stock
owned by Seafield. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Statements made in
this Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete and, with respect to each such
contract, agreement or other document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement is deemed qualified in its
entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference.

All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the Distribution Date shall be deemed to be
incorporated herein by reference and to be a part hereof on and from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Prospectus shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

-2-
<PAGE> 19

THE COMPANY

IMPACT(R) SERVICES

-3-
<PAGE> 20

ONCOLOGY PRACTICE MANAGEMENT SERVICES

CANCER RESEARCH SERVICES

-4-
<PAGE> 21

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Seafield shareholders are cautioned that this Prospectus may contain
or incorporate herein by reference, in addition to historical information,
forward-looking statements that involve risks and uncertainties. These
forward-looking statements speak only as of the date of this Prospectus. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or any change in the Company's expectations with regard thereto or
any change in events, conditions or circumstances on which any statement is
based. The Company's actual results could differ materially from those
currently anticipated due to a number of factors, including, but not limited
to, those discussed below in "Risk Factors," as well as those discussed
elsewhere in this Prospectus or in documents incorporated herein by reference.
When included in this Prospectus or in documents incorporated herein by
reference, the words "expects," "intends," "anticipates," "believes,"
"estimates" and analogous expressions are intended to identify forward-looking
statements. Such statements, which include statements contained in "Risk
Factors," are based on many assumptions and inherently are subject to a variety
of risks and uncertainties that could cause actual results to differ materially
from those projected.

RISK FACTORS

In addition to the other information in this Prospectus and
incorporated herein by reference, the following risk factors should be
considered carefully in evaluating an investment in shares of Company Common
Stock.

RISKS RELATED TO EXPANSION

LIMITED HISTORY OF MANAGING ONCOLOGY PRACTICES

POSSIBLE VOLATILITY OF STOCK PRICE

Although there has been a public market for Company Common Stock,
there can be no assurance that an active public market for Company Common Stock
will continue. From time to time after the offering, there may be significant
volatility in the market price for Company Common Stock. Quarterly operating
results of the Company, changes in general conditions in the economy or the
health care industry, or other developments affecting the

-5-
<PAGE> 22

Company or its competitors could cause the market price of Company Common Stock
to fluctuate substantially. The equity markets have, on occasion, experienced
significant price and volume fluctuations that have affected the market prices
for many companies' securities and that have often been unrelated to the
operating performance of these companies. Concern about the potential effects
of health care reform measures has contributed to the volatility of stock
prices of companies in health care and related industries and may similarly
affect the price of Company Common Stock. Any such fluctuations that occur may
adversely affect the market price of Company Common Stock.

Seafield has announced that its Board of Directors approved a proposal
to distribute to Seafield shareholders, pro rata in the form of a dividend, all
8,077,392 shares of Company Common Stock owned by Seafield. Such distribution
will effectively increase the number of shareholders of record of the Company
by approximately 1,800 shareholders which could affect the price and volume
fluctuations of Company Common Stock. Further, the Distribution is expected to
be a taxable distribution to the Seafield shareholders which could result in
the sale of shares of Company Common Stock by Seafield shareholders to cover
any necessary tax payments. In addition, 675,154 shares of Company Common
Stock have been registered for sale and will be eligible for sale from time to
time by or on behalf of certain shareholders. Sales of substantial amounts of
Company Common Stock in the public markets, pursuant to Rule 144 or otherwise,
or the availability of such shares for sale, could adversely affect the
prevailing market prices for Company Common Stock. See "Plan of Distribution."

COMPETITION

REDUCTIONS IN THIRD PARTY REIMBURSEMENT

-6-
<PAGE> 23

eligible for reimbursement pursuant to such programs, or that any reductions in
the Company's revenue resulting from reduced payments could be offset by the
Company through cost reductions, increased volume, introduction of new
procedures or otherwise.

IMPAIRMENT OF COST OF SERVICE AGREEMENTS

RISKS ASSOCIATED WITH MANAGED CARE CONTRACTS

-7-
<PAGE> 24

to laws and regulations providing for minimum capital requirements and other
safety and soundness requirements. The Company and affiliated practices may
not satisfy such insurance laws or regulations. Full compliance with such laws
and regulations could result in substantial costs to the Company and the
affiliated practices. The inability to enter into capitated arrangements or
the cost of complying with certain applicable laws that would permit expansion
of risk-based contracting activities would have a material adverse effect on
the Company.

DEPENDENCE ON PHYSICIAN PRACTICES

GOVERNMENT REGULATION

-8-
<PAGE> 25

POTENTIAL LIABILITY AND INSURANCE

DEPENDENCE UPON KEY PERSONNEL

CERTAIN ANTI-TAKEOVER PROVISIONS

-9-
<PAGE> 26

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 30,000,000 shares
of Common Stock, $.01 par value per share, and 3,000,000 shares of preferred
stock, $1.00 par value per share, issuable in series. As of May 13, 1997,
there were 11,967,543 shares of Company Common Stock issued and outstanding,
and 27,833 shares of preferred stock issued and outstanding. Options to
purchase 1,541,901 shares of Company Common Stock are outstanding and an
additional 247,600 shares are reserved for issuance pursuant to employee and
director stock option plans at exercise prices ranging from $1.56 to $23.75 per
share. Additionally, options to purchase an aggregate of 80,000 shares of
Company Common Stock, at an exercise price of $17.00 per share, were issued in
connection the affiliation of one practice. Additionally, warrants to purchase
an aggregate of 80,000 shares of Company Common Stock at an average exercise
price of $11.75 per share were issued in connection with the affiliation of two
other practices.

COMMON STOCK

As of March 31, 1997, there were approximately 600 holders of record
of the shares of Company Common Stock outstanding. Upon distribution by
Seafield of its shares of Company Common Stock to its shareholders,
approximately 2,500 persons are expected to be holders of record of the shares
of Company Common Stock outstanding. Each holder of record of shares of
Company Common Stock is entitled to one vote for each outstanding share of
Company Common Stock owned by such holder, is not entitled to cumulate his
votes for the election of directors, and does not have preemptive rights. The
issued and outstanding shares of Company Common Stock are, and all shares of
Company Common Stock to be distributed in the Distribution will be, validly
issued, fully paid, and nonassessable. All shares of Company Common Stock have
equal rights and, subject to the rights of the holders of any series of the
preferred stock, are entitled to receive ratably such dividends, if any, as the
Board of Directors may declare from time to time out of funds legally available
therefor. Upon liquidation of the Company, after payment or provision for
payment of all of the Company's debts and obligations and liquidation payments
to holders of outstanding shares of preferred stock, if any, the holders of the
shares of Company Common Stock will share ratably in the net assets, if any,
available for distribution to holders of Company Common Stock upon liquidation.

PREFERRED STOCK

The Company's Board of Directors may, without further action by the
Company's shareholders, from time to time direct the issuance of shares of
preferred stock in series and may, at the time of issuance, determine the
rights, preferences, and limitations of each series. The rights of any such
series may include voting and conversion rights that could adversely affect the
voting power of the holders of shares of Company Common Stock. Satisfaction of
any dividend preferences of outstanding preferred stock could reduce the amount
of funds available, if any, for the payment of dividends on shares of Company
Common Stock. Also, the holders of preferred stock would normally be entitled
to receive a preference payment in the event of any liquidation, dissolution,
or winding-up of the Company before any payment is made to the holders of the
shares of Company Common Stock.

REGISTRATION RIGHTS

Certain holders of shares of Company Common Stock and warrants
exercisable for 80,000 shares of Company Common Stock have certain demand or
piggyback registration rights with respect to such shares. In general Seafield
or the holders of certain other registration rights may request that the
Company file a registration statement

-10-
<PAGE> 27

under the Securities Act in respect of the offering and sale of the securities
covered thereby. The Company is not obligated to file and make effective more
than two such registration statements. This registration statement constitutes
one of those obligations. However, after the planned distribution by Seafield
to its shareholders of all of its shares of Company Common Stock, Seafield will
no longer own any shares of Company Common Stock and, thus, will no longer be
entitled to any registration rights. In addition, holders of registration
rights have the right to include such shares in a registration statement filed
by the Company in respect of the Company's offering and sale of shares of
Company Common Stock. Such piggyback registration rights are subject to
certain limitations and conditions, including the right of the underwriters of
an offering to limit the number of shares included in such registration. The
Company is obligated to bear all expenses in connection with the registration
of shares as described above, except for any underwriting discounts and
commissions.

Pursuant to Seafield's Registration Rights Agreements, the Company is
required to pay all expenses of registration of Seafield's shares of Company
Common Stock, including Commission filing fees, and expenses of compliance with
state securities or "blue sky" laws. Seafield will be indemnified by the
Company against certain civil liabilities, including certain liabilities
arising under the Securities Act, or, to the extent such indemnification is
unavailable or otherwise limited, will be entitled to contribution in
connection therewith.

TRANSFER AGENT

The transfer agent for Company Common Stock is SunTrust Bank,
Atlanta, Georgia.

TRANSFERABILITY OF DISTRIBUTED SHARES OF COMPANY COMMON STOCK

Shares of Company Common Stock distributed to Seafield shareholders in
the Distribution will be freely transferable, except for securities received by
persons who may be deemed to be "affiliates" of the Company under the
Securities Act. Persons who may be deemed to be affiliates of the Company
after the Distribution generally include individuals or entities that control,
are controlled by, or are under common control with, the Company and may
include certain officers and directors of the Company as well as principal
shareholders of the Company, if any. Persons who are affiliates of the Company
will be permitted to sell their shares of Company Common Stock only pursuant to
an effective registration statement under the Securities Act or an exemption
from the registration requirements of the Securities Act, such as an exemption
afforded by Rule 144 thereunder.

PLAN OF DISTRIBUTION

INTRODUCTION

Seafield Capital Corporation, a Missouri corporation ("Seafield") has
announced that its Board of Directors approved a proposal to distribute to
Seafield shareholders, pro rata in the form of a dividend, all shares of
Company Common owned by Seafield. Seafield owns 8,077,392 shares of Company
Common Stock. The distribution (the "Distribution") will be effected on or
about July 25, 1997 (the "Distribution Date") to Seafield shareholders of
record on July 11, 1997 (the "Record Date"), unless sooner terminated by the
Seafield Board of Directors. Following the Distribution, Seafield will not own
any shares of Company Common Stock.

The Distribution will be a taxable event for federal income tax
purposes. The amount of the Distribution for such purposes will be the fair
market value as of the Distribution Date of shares of Company Common Stock
distributed. Seafield anticipates that a portion of the Distribution amount
may be treated as a dividend for federal income tax purposes (i.e., taxed as
ordinary income). The remainder of the Distribution amount is expected to
constitute either a non-taxable return of capital or a taxable capital gain,
depending upon the circumstances of particular Seafield shareholders. See
"PLAN OF DISTRIBUTION--Material Federal Income Tax Consequences of the
Distribution."

-11-
<PAGE> 28

MANNER OF EFFECTING THE DISTRIBUTION

On the Distribution Date, Seafield will deliver share certificates for
Company Common Stock to SunTrust Bank, as Distribution Agent, with instructions
to mail to each Seafield shareholder of record a share certificate for a number
of shares of Company Common Stock determined by multiplying (a) the number of
shares of Seafield Common Stock, par value $1.00 per share ("Seafield Common
Stock"), owned by the Seafield shareholder on the Record Date, times (b) the
Distribution Ratio. The Distribution Ratio will be determined by dividing the
number of shares of Seafield Common Stock ("Seafield Shares") outstanding on
the Record Date into the number of shares of Company Common Stock owned by
Seafield. Currently, there are 6,489,103 Seafield shares outstanding. This
number may change before the Record Date, but if it were to be the number of
Seafield Shares outstanding on the Record Date, the Distribution Ratio would be
1.2447625. On or as soon as practicable after the Distribution Date, the
Distribution Agent will commence mailing share certificates for the appropriate
number of shares of Company Common Stock to holders of Seafield Shares as of
the close of business on the Record Date. All such shares of Company Common
Stock will be validly issued, fully paid and non-assessable. See "DESCRIPTION
OF CAPITAL STOCK."

No certificates or script representing fractional shares of Company
Common Stock will be issued to Seafield shareholders as part of the
Distribution. The Distribution Agent will aggregate fractional shares into
whole shares and sell them in the open market at then prevailing prices on
behalf of Seafield shareholders who otherwise would be entitled to receive
fractional share interests, and each such shareholder will receive instead a
cash payment in the amount of its pro rata share of the total sales proceeds.
Cash in lieu of fractional shares will be paid based upon the average gross
selling price per share of Company Common Stock for all such sales by the
Distribution Agent. Seafield will bear the cost of commissions incurred in
connection with such sales. Such sales are expected to be made as soon as
practicable after the Record Date. None of Seafield, the Company or the
Distribution Agent will guarantee any minimum sale price for such shares of
Company Common Stock, and no interest will be paid on the proceeds.

No vote of Seafield shareholders is being requested because Seafield
believes such vote is not required under the General and Business Corporation
Law of Missouri. Although that law does require a shareholder vote in
connection with a sale, lease, or exchange or other disposition of all or
substantially all of a corporation's property and assets, Seafield believes
that a vote is not required in this case because, among other reasons, the fair
market value of the shares of Company Common Stock owned by Seafield
constitutes less than 25 percent of the total fair market value of all Seafield
assets, and because the Distribution does not constitute a transfer by Seafield
of its core business, which is LabOne, Inc., nor does it impair Seafield's
capacity to perform its functions or adversely affect its existence or
purposes. Based upon the closing stock prices for LabOne, Inc. and the Company
on June 26, 1997, the market value of the shares of Company Common Stock owned
by Seafield (approximately $54.5 million) is approximately 22 percent of the
fair market value of all of Seafield's assets.

NO HOLDER OF SEAFIELD COMMON STOCK WILL BE REQUIRED TO PAY ANY CASH OR
OTHER CONSIDERATION FOR THE SHARES OF COMPANY COMMON STOCK TO BE RECEIVED IN
THE DISTRIBUTION OR TO SURRENDER OR EXCHANGE ITS SHARES OF SEAFIELD COMMON
STOCK OR TO TAKE ANY OTHER ACTION IN ORDER TO RECEIVE SHARES OF COMPANY COMMON
STOCK. THE DISTRIBUTION WILL NOT EFFECT THE NUMBER OF, OR THE RIGHTS ATTACHING
TO, OUTSTANDING SHARES OF SEAFIELD COMMON STOCK.

BACKGROUND AND REASONS FOR THE DISTRIBUTION

Following the sale of its insurance subsidiary in 1990, Seafield began
to explore possible acquisitions of health care services companies which
Seafield perceived as adding value to a holding company whose primary asset was
a laboratory testing business. This led Seafield to make an initial,
minority-interest investment in the Company in the latter part of 1990. After
gaining further knowledge of the Company's business, Seafield decided to
provide financing to the Company in 1991 through the purchase of additional
shares of Company Common Stock. By the latter part of 1991, Seafield had
acquired a controlling interest in the Company.

-12-
<PAGE> 29

At that time and until 1995, the Company was primarily a provider of
advanced, high-dose chemotherapy cancer treatment services through outpatient
facilities, under the direction of affiliated oncologists. High-dose
chemotherapy is appropriate for only approximately 5% of all oncology
patients and requires extensive services which are not normally available from
independent oncology practices. In order to increase the Company's penetration
into the oncology market, the Company significantly expanded its outpatient
facilities to 47 centers, in 23 states, with affiliations of approximately 350
independent oncologists. These efforts required considerable time and
attention of Seafield management, as well as some additional equity investment.

During 1995 the Company began to explore and eventually decided upon
an expansion and diversification strategy focused on oncology practice
acquisitions and management. Implementation of this strategy, beginning in
early 1996, has transformed the Company into a comprehensive cancer management
company which now not only owns and/or operates a network of outpatient
treatment centers, providing stem cell supported high-dose chemotherapy and
other advanced cancer treatment services under the direction of practicing
oncologists, but also owns assets of and manages the business aspects of
oncology practices, as well as conducts clinical cancer research on behalf of
pharmaceutical manufacturers.

Seafield favored this transformation, but it recognized that this
strategy would greatly increase the Company's capital needs. As part of its
support for the Company's new strategy, Seafield has provided a significant
portion of the capital employed by the Company to effect acquisitions of
oncology practices since late 1995, providing financing to the Company on two
occasions during 1996 in the total amount of approximately $34 Million. The
first of these financings enabled the Company to not only make its first major
practice acquisition, but also to secure a $27.5 Million credit facility from
NationsBank. Both of Seafield's financings were initially in the form of
subordinated debt; subsequently they were converted into Company Common Stock.

While the Company has in the past been dependent upon Seafield for
capital in order to pursue its growth, Seafield believes that the Company is
now in a much more stable financial position. With Seafield's recent
investments, the Company's stockholder equity has increased to approximately
$62 Million. The Company's available credit under its $27.5 million bank credit
facility at March 31, 1997 was $.4 million. In April 1997 the credit facility
was amended to increase the maximum borrowings to $45.0 million. Thus, at a
time when Seafield's capacity to make further health care industry investments
has been significantly reduced, the Company is no longer dependent upon funding
from Seafield.

The Company's business operations are also not significantly dependent
upon either Seafield or the business of LabOne, which is Seafield's other
operating asset. As a comprehensive cancer management organization managing
the non- medical aspects of 10 oncology practices, comprising 39 physicians,
and 47 outpatient clinics, the Company is substantially different from and
unrelated to the business of LabOne, whose business is insurance industry and
clinical laboratory testing. While the Company intends to further pursue its
practice acquisition and management strategy, the number of practices now being
managed should enable the Company, on a stand alone basis, to be a significant
force in the oncology services sector of the health care industry.

Seafield's Board of Directors has concluded that for some time the
capital markets have been discounting a holding company's assets when valuing
the stock of that holding company. Thus, the Seafield Board has concluded that
it would be in the best interests of Seafield shareholders to effect the
Distribution and, thereby, eliminate whatever discount Seafield shareholders
are experiencing with respect to valuations of Company Common Stock as a result
of its ownership by Seafield. The Seafield Board's decision to separate the
Company from Seafield is further supported by recent studies indicating, among
other things, that (i) the valuations of public companies, such as the Company,
are adversely affected where one shareholder has majority ownership, (ii) there
is less public shareholder liquidity where a company is majority owned, and
(iii) a public company's ability to raise capital and utilize its stock in
connection with business combinations is enhanced if it does not have a
majority shareholder.

The Seafield Board recognized in its planning that the Distribution
would result in a transaction taxable both to Seafield and Seafield
shareholders. However, due to the amount and duration of Seafield's holdings
of Company Common Stock, Seafield is not positioned to cost-effectively
consummate the Distribution on a tax-free basis, without disrupting and
adversely affecting the Company, and perhaps could not do so in any event. The
Board has considered

-13-
<PAGE> 30

that Seafield's net capital loss carry-forwards and its tax basis in Company
Common Stock will significantly reduce the amount of gains to Seafield that
would otherwise be taxable. Accordingly, it has concluded that the benefits of
the Distribution would more than offset any negative tax consequences. See
"PLAN OF DISTRIBUTION--Material Federal Income Tax Consequences of the
Distribution."

For the reasons stated above, the Seafield Board of Directors believes
that the Distribution is in the best interests of Seafield and its
shareholders. It further believes that the Distribution is appropriate at the
present time because of the growth, expansion and financial independence which
the Company has been able to achieve and realize recently. Accordingly, it has
approved the Distribution, pursuant to which all shares of Company Common Stock
owned by Seafield would be distributed, pro rata, to holders of Seafield
Shares, subject to certain conditions described under "THE PLAN OF
DISTRIBUTION--Conditions and Terminations."

MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

INTRODUCTION. The discussion set forth below is a summary of the
material federal income tax consequences respecting the Distribution. The
discussion does not purport to be a complete analysis of all the potential tax
effects of the Distribution or of ownership of Company Common Stock following
the Distribution. The discussion is limited to United States federal income
tax matters. The discussion is based upon the Internal Revenue Code of 1986,
as amended, and Treasury Regulations, Internal Revenue Service ("IRS") rulings
and judicial decisions now in effect, all of which are subject to change at any
time, possibly with retroactive effect, by legislative, judicial or
administrative action.

The discussion does not address the specific tax consequences of the
Distribution to taxpayers which are subject to special rules that do not apply
to taxpayers generally, such a life insurance companies, tax exempt
organizations, regulated investment companies, S corporations, financial
institutions, broker-dealers in securities, foreign entities, and non-resident
alien individuals.

Insofar as it relates to legal matters, the discussion is a summary of
the Tax Opinion provided by Lathrop & Gage L.C. to the Seafield Board of
Directors, a copy of which is appended as an exhibit to the Registration
Statement. The Tax Opinion is based on certain factual representations and
assumptions concerning Seafield and the Company. Seafield is not aware of any
present facts or circumstances which would cause such representations and
assumptions to be untrue. Seafield has not sought, and it does not intend to
seek, a rulings from the IRS as to any of the matters covered by the Tax
Opinion. Lathrop & Gage L.C. has reviewed this summary and in the Tax Opinion
states that the recitations respecting legal matters which are contained in
this summary are accurate in all material respects. However, Lathrop & Gage
L.C. was not retained to and did not review the calculations and estimates made
by Seafield which are referred to in or form the basis for the discussions
below under the caption "Seafield's Estimation of Federal Income Tax
Consequences to its Shareholders."

THE TAX CONSEQUENCES OF RECEIVING THE DISTRIBUTION AND OWNING COMPANY
COMMON STOCK MAY VARY DEPENDING UPON A SHAREHOLDER'S PARTICULAR SITUATION.
SEAFIELD SHAREHOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS
REGARDING THE TAX CONSEQUENCES TO THEM OF THE RECEIPT OF THE DISTRIBUTION AND
OF OWNERSHIP OF COMPANY COMMON STOCK, INCLUDING BUT NOT LIMITED TO, THE
APPLICATION TO THEM OF FEDERAL ESTATE AND GIFT, STATE, LOCAL, FOREIGN AND OTHER
TAX LAWS.

RECEIPT OF THE DISTRIBUTION BY SEAFIELD SHAREHOLDERS. The
Distribution will be a taxable event to Seafield's shareholders for federal
income tax purposes. The amount of the Distribution received by each Seafield
shareholder for federal income tax purposes will be the Distribution Date fair
market value of the shares of Company Common Stock received by such shareholder
(including any fractional share interest). The amount of the Distribution
received by each Seafield shareholder will be treated as a dividend (i.e.,
taxable as ordinary income) to the extent of such shareholder's pro rata share
of Seafield's current and accumulated earnings and profits as computed for
federal income tax purposes. The amount of the Distribution received by each
Seafield shareholder that is not treated as a dividend will first be

-14-
<PAGE> 31
treated as a non-taxable return of capital to the extent of such shareholder's
basis in its shares of Seafield Common Stock, and then as an amount received by
such shareholder from the sale or exchange of property. The amount that is
treated as received by a Seafield shareholder from the sale or exchange of
property will generally be a capital gain, and the capital gain will be
long-term capital gain if the shareholder has held its shares of Seafield
Common Stock for more than one year. For purposes of determining the amount of
the Distribution received by a Seafield shareholder that constitutes a
dividend, the shareholder's pro rata share of Seafield's current and
accumulated earnings and profits will be based on the shareholder's percentage
ownership of Seafield Shares outstanding.

For federal income tax purposes, each Seafield shareholder will
acquire an initial tax basis in the shares of Company Common Stock received by
it in the Distribution equal to the fair market value of those shares as of the
Distribution Date. Each Seafield shareholder's holding period for the shares
of Company Common Stock received in the Distribution will begin on the
Distribution Date. Also, certain special rules, that permit a deduction for
certain dividends received by a corporation, will generally apply in the case
of corporations that receive the Distribution, as described below under the
caption "Special Rules Applicable to Corporate Shareholders -- Deduction for
Dividends Received."

As soon as practicable after the Distribution Date, Seafield will make
a determination of the fair market value of Company Common Stock as of the
Distribution Date. Factors upon which its determination will be made include,
without limitation, the trading price of Company Common Stock at or near the
Distribution Date. By January 31, 1998, Seafield is required to report to each
person who was a Seafield shareholder at any time during 1997, and to the IRS,
the amount of all 1997 distributions, including the Distribution, received by
such person and the portion thereof which is taxable as a dividend (i.e., as
ordinary income) on IRS Form 1099-DIV.

There is no assurance that the IRS or the courts will agree that the
amount of the Distribution received by a Seafield shareholder is the amount
determined by Seafield; it is possible that the IRS or the courts could
ultimately determine that Seafield's shareholders, or some of them, received a
larger Distribution amount for federal income tax purposes than the amounts
reported to them by Seafield. If the IRS were to challenge the amount of the
Distribution reportable by any Seafield shareholder on such shareholder's
federal income tax return, then such shareholder would have to bear the expense
and effort of defending against or otherwise resolving such challenge.

SEAFIELD'S ESTIMATION OF FEDERAL INCOME TAX CONSEQUENCES TO ITS
SHAREHOLDERS. The amount of the Distribution per Seafield share will be the
Distribution Date fair market value of Company Common Stock multiplied by the
Distribution Ratio. Thus, if the fair market value of Company Common Stock on
the Distribution Date were $7.00 per share (i.e., approximately the closing
price on June 26, 1997), the amount of the Distribution would be
approximately $8.70 per Seafield share. The Distribution amount per Seafield
share would change by approximately $.31 for each $.25 change in the
Distribution Date fair market value of Company Common Stock.

The portion of the Distribution amount per Seafield share which will
be taxable as a dividend depends upon the amounts of Seafield's accumulated
earnings and profits and its current year earnings and profits as well as the
way in which all earnings and profits are allocated to Seafield's various 1997

-15-
<PAGE> 32

shareholder distributions. While significant earnings and profits analyses
have been performed, Seafield anticipates that its final determination of
accumulated earnings and profits will not occur until late 1997. Current year
earnings and profits, while easier to calculate, will depend upon, among other
factors, results of operations and transactions which occur after the
Distribution Date and thus cannot be known with certainty until the end of
Seafield's 1997 tax year. Also, current year earnings and profits are
allocated pro rata to all 1997 shareholder distributions, including any that
occur after the Distribution Date. Thus, the portion of such earnings and
profits to be allocated to the Distribution also cannot be known with certainty
until the end of Seafield's 1997 tax year.

Based upon preliminary calculations of accumulated earnings and
profits and certain assumptions as to Seafield's results of operations for and
transactions during the remainder of 1997, Seafield believes that a significant
part of the per share Distribution amount will not be taxable as a dividend
(i.e., as ordinary income). However, Seafield shareholders are cautioned that
Seafield's final determination of its accumulated earnings and profits may
differ from the preliminary calculations and the actual results of operations
and timing of transactions subsequent to the Distribution may vary from
Seafield's estimates. Accordingly, it is possible that the Distribution amount
could be largely or entirely taxable as ordinary income. Seafield will endeavor
to inform its shareholders of the portion of the Distribution amount per
Seafield share which Seafield believes will be taxed as a dividend as soon as
practicable after Seafield has made its final determination, and in any event
not later than January 31, 1998.

That part, if any, of the Distribution amount per Seafield share which
is over and above the portion taxable as a dividend would not be taxable,
except as explained below is this paragraph. However, that part would reduce
the shareholder's tax basis in each Seafield share owned. If the portion of the
Distribution amount per Seafield share which is not taxable as a dividend
exceeds the shareholder's tax basis in that share, then with respect to that
share the excess will be taxable, generally as a capital gain. See "PLAN OF
DISTRIBUTION--Material Federal Income Tax Consequences of the
Distribution--Receipt of the Distribution by Seafield Shareholders."

SPECIAL RULES APPLICABLE TO CORPORATE SHAREHOLDERS--DEDUCTION FOR
DIVIDENDS RECEIVED. A corporate holder of shares of Seafield Common Stock
will generally be entitled, in computing its taxable income for the tax year in
which the Distribution occurs, to a deduction in an amount equal to 70 percent
of the amount of the Distribution received by it that constitutes a dividend.
This deduction does not apply to any portion of the Distribution that
constitutes a return of capital or capital gain, and it is subject to several
limitations as described in the following paragraphs.

The dividends received deduction will be available only for dividends
received on shares of Seafield Common Stock that the corporate holder has held
for at least 46 days, or at least 91 days if the Distribution is deemed to be
attributable to a period or periods aggregating more than 366 days. A holder's
holding period for these purposes generally will be reduced by periods during
which: (i) the holder has an option to sell, is under a contractual obligation
to sell, or has made (but not closed) a short sale of substantially identical
stock or securities; (ii) the holder is the grantor of an option to purchase
substantially identical stock or securities; or (iii) the holder's risk of loss
with respect to the shares is considered diminished by reason of the holding of
one or more positions in substantially similar or related property.

In addition to the foregoing, no dividends received deduction will be
allowed to a corporate holder of shares of Seafield Common Stock for a dividend
received by such holder with respect to such stock to the extent that the
holder is obligated (whether pursuant to a short sale or otherwise) to make
related payments with respect to positions in substantially similar or related
property. The dividends received deduction allowed to a corporate holder of
shares of Seafield Common Stock with respect to all dividends received by such
holder during the tax year in which the Distribution occurs, and not simply the
amount of the Distribution that is a dividend or other dividends received by
such holder from Seafield, will be limited to a specified proportion of the
holder's adjusted taxable income for such year. Also, the dividends received
deduction allowed to a corporate holder may be reduced or eliminated in
accordance with the rules set forth in Section 246A of the Code if the holder
has indebtedness that is directly attributable to its investment in portfolio
stock, such as Seafield Common Stock.

Special rules may apply to a corporate holder of shares of Seafield
Common Stock if the amount of the Distribution received by such holder is
considered to be an "extraordinary dividend" within the meaning of Section 1059
of the Code. If the amount of the Distribution received by a corporate holder
constitutes an extraordinary dividend with respect to such holder's shares of
Seafield Common Stock, and if the holder has not held such shares for more than
two years before Seafield declared, announced, or agreed to the amount or
payment of such dividend, whichever is earliest, then the holder's basis in the
shares will be reduced (but not below zero) by any non-taxed portion of the
dividend, which generally is the amount of the dividends received deduction.
For purposes of determining if shares of Seafield Common Stock have been held
for more than two years, rules similar to those that are applicable to
determining how long such shares have been held for purposes of the dividends
received deduction will apply. Upon the sale or disposition of shares of
Seafield Common Stock, any part of the non-taxed portion of an extraordinary
dividend that has not been applied to reduce basis because of the limitation on
reducing basis below zero will be treated as gain from the sale or exchange of
such shares.

The amount of the Distribution received by a corporate holder of
shares of Seafield Common Stock generally will constitute an "extraordinary
dividend" if the amount received by such holder: (i) equals or exceeds five
percent of the holder's adjusted basis in the stock, treating all dividends
having ex-dividend dates within an 85-day period as one dividend; or (ii)
exceeds 20 percent of the holder's adjusted basis in the stock (determined
without regard to any reduction for the non-taxed portion of other
extraordinary dividends), treating all dividends having ex-dividend dates
within a 365-day period as one dividend. A holder may elect to use the fair
market value of the stock, rather than

-16-
<PAGE> 33

its adjusted basis, for purposes of applying the five percent and 20 percent
limitations, if the holder is able to establish such fair market value to the
satisfaction of the IRS.

In addition to the foregoing rules which limit the dividends received
deduction, a corporate holder of shares of Seafield Common Stock in general
may, for purposes of computing its alternative minimum tax liability, be
required to include in its alternative minimum taxable income the amount of any
dividends received deduction allowed in computing regular taxable income.

PAYMENT OF THE DISTRIBUTION BY SEAFIELD. Distributions of property
made by Seafield to its shareholders with respect to their Seafield shares,
such as the Distribution, must in certain circumstances be treated as if
Seafield sold the property in a taxable sale at its fair market value. This
rule will apply to the Distribution if Seafield's tax basis in shares of
Company Common Stock distributed is less than the fair market value of such
shares at the Distribution Date. In that case, Seafield will recognize gain on
the Distribution in an amount equal to the excess of the aggregate fair market
value of the shares on the Distribution Date shares over Seafield's aggregate
tax basis in such shares. If Seafield's tax basis in shares of Company Common
Stock distributed exceeds the fair market value thereof on the Distribution
Date, then no gain or loss will be recognized by Seafield with respect to such
shares. As described above, the amount of the Distribution (i.e., the fair
market value of the property that is distributed) will be determined by
Seafield after the Distribution based on factors that will include, without
limitation, the trading price of Company Common Stock at or near the
Distribution Date.

Seafield estimates that it presently has capital loss carry-forwards of
approximately $15 Million which will be available to reduce the amount of gain
to Seafield that would otherwise be taxable as a result of the Distribution.

TAX CONSEQUENCES OF DISTRIBUTION TO THE COMPANY. The Distribution by
Seafield to its shareholders, although consisting of shares of Company Common
Stock, will have no tax consequences to the Company.

TAX REPORTING. As indicated above, the amount of the Distribution
received by each Seafield shareholder will be determined by Seafield after the
Distribution is made, based on factors that will include, without limitation,
the trading price of Company Common Stock at or near the Distribution Date.
After this determination is made (and not later than January 31, 1998) Seafield
will report to each shareholder and to the IRS the amount of all 1997
distributions to such shareholder, including the Distribution, and the portion
thereof which is taxable as a dividend (i.e., as ordinary income), on IRS Form
1099-DIV.

BACKUP WITHHOLDING. Under Section 3406 of the Code and applicable
regulations thereunder, a holder of shares of Seafield Common Stock may be
subject to backup withholding at the rate of 31 percent with respect to the
amount of the Distribution. If: (i) the shareholder ("payee") fails to furnish
or certify a taxpayer identification number to the payor; (ii) the IRS notifies
the payor that the taxpayer identification number furnished by the payee is
incorrect; (iii) there has been a "notified payee under-reporting" described in
Section 3406(c) of the Code, or (iv) there has been a "payee certification
failure" described in Section 3406(d) of the Code, then Seafield generally will
be required to withhold an amount equal to 31 percent of the amount of the
Distribution paid to such shareholder with respect to such shareholder's shares
of Seafield Common Stock. Any amounts withheld under the backup withholding
rules from a payment to a shareholder will be allowed as a credit against the
shareholder's federal income tax liability or as a refund.

TAX LEGISLATION. Both the Executive and Legislative branches of the
federal government are considering various proposed amendments to the Code,
some of which, if enacted, could change certain income tax consequences of the
Distribution. For instance, the President's Fiscal Year 1998 Budget Proposal
submitted by President Clinton to Congress dated April 16, 1997, calls for a
reduction in the amount of the dividends received deduction from 70 percent to
50 percent and would require the 46-day holding period applicable to such
deduction to be satisfied with respect to any particular dividend over a period
either immediately before or immediately after the recipient becomes entitled
to receive the dividend. Under the proposal these changes in the law would
apply to dividends paid or accrued after the thirtieth day after enactment
thereof.

CONDITIONS AND TERMINATION

The Distribution is conditioned upon (1) the Company's Registration
Statement on Form S-3 (the "Registration Statement") having been declared
effective by the Securities and Exchange Commission and no stop

-17-
<PAGE> 34

order being in effect with respect thereto; (2) all authorizations, consents,
approvals and clearances of all federal, state, local or foreign governmental
agencies or bodies required to permit the valid consummation of the
Distribution having been obtained, without any conditions being imposed that
would have a material adverse effect, and all statutory requirements for such
valid consummation having been fulfilled; (3) Seafield having provided the
National Association of Securities Dealers, Inc. ("NASD") with prior written
notice of the Record Date as required by the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the NASD; (4) no preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative
agency, body or commission, and no statute, rule, regulation or executive order
promulgated or enacted by any governmental authority, being in effect
preventing the Distribution; and (5) the Distribution being in accordance with
applicable law. To the knowledge of the Company, the only material
governmental authorization required to permit the valid consummation of the
Distribution is the effectiveness of the Registration Statement. However, even
if all of the above conditions are satisfied, the Distribution may be
terminated or abandoned for any reason, at any time prior to the Distribution
Date, in the sole discretion of the Seafield Board of Directors.

LEGAL MATTERS

Certain legal matters with respect to the validity of the shares of
Company Common Stock offered hereby will be passed upon for the Company and
Seafield by Baker, Donelson, Bearman & Caldwell, Memphis, Tennessee. Certain
tax matters will be passed upon for Seafield by Lathrop & Gage, L.C., Kansas
City, Missouri.

EXPERTS

-18-
<PAGE> 35

=================================================== ===================================================

No person is authorized in connection with
any offering made hereby to give any information 8,077,372 Shares
or to make any representation other than as
contained in this Prospectus and, if given or
made, such information or representation must not
be relied upon as having been authorized by the
Company or Seafield. Neither the delivery of this
Prospectus nor any sale made hereunder shall under Response Oncology, Inc.
any circumstance imply that there has been no
change in the affairs of the Company since the
date hereof. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to
buy any of the Company Common Stock offered hereby Common Stock
to any person in any jurisdiction in which it is
unlawful to make any such offer or solicitation.

===================================================

PROSPECTUS

===================================================
</TABLE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
----
<S> <C>
Available Information . . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . 5
Description of Capital Stock . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . 11
Legal Matters . . . . . . . . . . . . . . . . . 18
Experts . . . . . . . . . . . . . . . . . . . . 18

, 1997

=================================================== ===================================================
</TABLE>

<PAGE> 36

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following fees and expenses shall be borne by the Company in
connection with this offering. All fees and expenses other than the SEC, NASD
and Nasdaq Stock Market fees are estimated.(1)

<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31,526
Nasdaq Stock Market Filing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,957
Blue Sky fees and expenses, including legal fees . . . . . . . . . . . . . . . . . . . . . . . . 1,000
Transfer Agent's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
Printing and Engraving . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 325,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,017
--------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $628,500
</TABLE>
- --------------

(1) Neither Seafield nor the Selling Shareholders will pay any portion of
the registration expenses.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following summary is qualified in its entirety by reference to the
complete text of the statute, Charter and Bylaws referred to below.

The Tennessee Business Corporation Act permits a corporation to
indemnify a director or officer of the corporation (and certain other persons
serving at the request of the corporation in related capacities), if such
person shall have acted in good faith and in a manner he reasonably believed to
be in the best interest of the corporation, and in any criminal proceeding, if
such person had no reasonable cause to believe his conduct was unlawful;
provided that, in the case of actions brought by or in the right of the
corporation, no indemnification may be made with respect to any matter as to
which such director or officer shall have been adjudged to have breached his
duty to the corporation.

Article Eight of the Company's Charter provides that the directors of
the Company shall not be personally liable to the Company or to its
stockholders for monetary damages for breach of fiduciary duty as a director.
Article IX of the Company's Bylaws provides for indemnification to the
directors and officers of the Company to the full extent authorized or
permitted by the Tennessee Business Corporation Act.

ITEM 16. Exhibits

(A) EXHIBITS:

3(a) Charter (1)

3(b) Bylaws (1)

4(a) Specimen Common Stock Certificate (1)

II-1
<PAGE> 37

<TABLE>
<S> <C>
4(b) Trust Indenture, Deed of Trust and Security Agreement dated 3, 1990
(2)
5* Opinion of Baker, Donelson, Bearman & Caldwell re: legality

8 Opinion of Lathrop & Gage, L.C. with respect to certain tax matters

10(a) Securities Purchase Agreement dated September 26, 1990 between the Registrant and Investor (3)

10(b) Amendment to Securities Purchase Agreement dated July 25, 1991 (reference 10(a) above) (3)

10(c) Registrant's 1990 Non-Qualified Stock Option Plan, as amended*** (4) (6)

10(d)** Employment agreement between the Registrant and William H. West, M.D. dated July 1, 1995(16)

10(e)** Employment agreement between the Registrant and Joseph T. Clark dated July 1, 1995*** (5)

10(f) Stock Purchase Agreement between the Registrant and stockholders of Oncology Hematology Group of South
Florida (incorporated herein by reference) (8)

10(g) Service Agreement between the Registrant and stockholders of Oncology Hematology Group of South Florida
(incorporated herein by reference)(8)

10(h) Amendment to 1990 Registrant's Non-Qualified Stock Option Plan adopted April 20, 1995*** (5)

10(i)** Employment agreement between the Registrant and Charles H. Weaver, M.D. dated July 1, 1995*** (5)

10(j) Purchase and Sale Agreement by and among Response Oncology, Inc., Knoxville Hematology Oncology
Associates and Partners of Knoxville Hematology Oncology Associates dated April 12, 1996 (incorporated
herein by reference) (9)

10(k) Service Agreement between Response Oncology, Inc., Knoxville Hematology Oncology Associates, P.L.L.C.
and Members of Knoxville Hematology Oncology Associates, P.L.L.C. dated April 12, 1996 (incorporated
herein by reference) (9)

10(l) Stock Purchase Agreement among Registrant, Jeffrey L. Paonessa, M.D. and J. Paonessa, M.D., P.A.
(incorporated herein by reference) (10)

10(m) Service Agreement between the Registrant and stockholders of Jeffrey L. Paonessa, M.D., P.A.
(incorporated herein by reference) (10)

10(n) Service Agreement between the Registrant and stockholders of Southeast Florida Hematology Oncology
Group, P.A. (incorporated herein by reference) (11)

10(o) Stock Purchase Agreement between the Registrant and stockholders of Southeast Florida Hematology
Oncology Group, P.A. (incorporated herein by reference) (7)

10(p) Stock Purchase Agreement by and among the Registrant and Stockholders of Rosenberg and Kalman, M.D.,
P.A. (incorporated herein by reference) (11)

10(q) Amendment No. 3 to 1990 Registrant's Non-Qualified Stock Option Plan adopted December 16, 1995*** (6)

</TABLE>

II-2
<PAGE> 38

<TABLE>
<S> <C>
10(r) Service Agreement between the Registrant, Rosenberg & Kalman, M.D., P.A., and Stockholders of R&K,
M.D., P.A. (incorporated herein by reference) (11)

10(s) Asset Purchase Agreement by and among the Registrant, Stockholders of The Center for
Hematology-Oncology, P.A. and The Center for Hematology-Oncology, P.A. (incorporated herein by
reference) (12)

10(t) Stock Purchase Agreement by and among the Registrant, Stockholders of Hematology Oncology Associates of
the Treasure Coast, P.A. and Hematology Oncology Associates of the Treasure Coast, P.A. (incorporated
herein by reference) (13)

10(u) Loan Agreement dated May 31, 1996 between Registrant, NationsBank of Tennessee, N.A. and Union Planters
National Bank (16)

10(v) Agreement of Payment and Satisfaction dated as of February 26, 1997, between the Registrant and
Seafield Capital Corporation (14)

10(w) Registrant's 1985 Stock Option Plan, as amended (15)

10(x) Registrant's 1996 Stock Incentive Plan (17)

10(y) Amendment No. 1 to Registrant's 1996 Stock Incentive Plan (17)

24(a)* Consent of Baker, Donelson, Bearman & Caldwell (included in their opinion filed as Exhibit 5 to this
Registration Statement)

24(b)* Consent of KPMG Peat Marwick LLP

24(c) Consent of Lathropt & Gage, L.C. (included in their opinion
filed as Exhibit 8 to this Registration Statement)

25* Power of Attorney

</TABLE>

<TABLE>
<S> <C>
* Previously filed
** These documents may be obtained by stockholders of Registrant upon written request to: Response Oncology,
Inc., 1775 Moriah Woods Blvd., Memphis, Tennessee 38117
*** Management Compensatory Plan

(1) Incorporated by reference to the Registrant's 1989 10-K, dated July 31, 1989
(2) Incorporated by reference in the initial filing of the Registrant's 1990 10-K, dated July 18, 1990, filed July
20, 1990 and amended on September 19, 1990
(3) Incorporated by reference to the Registrant's 1991 10-K, dated July 26, 1991
(4) Incorporated by reference to the Registrant's Registration Statement on Form S-8 under the Securities Act of
1933 (File No. 33-45616) effective February 11, 1992
(5) Incorporated by reference to the Registrant's 1995 10-K, dated March 29, 1996
(6) Incorporated by reference to the Registrant's Registration Statement on Form S-8 under the Securities Act of
1933 (File No. 333-14371) effective October 11, 1996
(7) Form 8-K filed July 15, 1996 (File No. 0-15416)
(8) Form 8-K filed January 17, 1996 (File No. 0-15416)
(9) Form 8-K filed April 30, 1996 (File No. 0-15416)
(10) Form 8-K filed July 5, 1996 (File No. 0-15416)
(11) Form 8-K filed September 18, 1996 (File No. 1-09922)
(12) Form 8-K filed October 21, 1996 (File No. 1-09922)
(13) Form 8-K filed November 5, 1996 (File No. 1-09922)
(14) Form 13D/A filed March 10, 1997 (File No. 005-37885)
(15) Incorporated by reference to the Registrant's Registration Statement on Form S-8 under the Securities Act of
1933 (File No. 33-21333) effective April 26, 1988
(16) Incorporated by reference to the Registrant's 1996 10-K, dated December 31, 1996
(17) Incorporated by reference to the Registrant's Registration Statement on Form S-8 under the Securities Act of 1933
(File No. 333-28973) effective June 11, 1997
</TABLE>

II-3
<PAGE> 39

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales of the
securities are being made, a post-effective amendment to this Registration
Statement:

(i) to include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually,
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information set forth
in the Registration Statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8, or Form
F-3, and the information required [or] to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of a registration
statement in reliance upon Rule 430A and contained in the form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Act shall be deemed to be part of the registration statement as of the time it
was declared effective.

II-4
<PAGE> 40

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-5
<PAGE> 41

SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Memphis, State of Tennessee, on June 26, 1997.

RESPONSE ONCOLOGY, INC.

By: /s/ Joseph T. Clark
---------------------------------------
Joseph T. Clark, President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Date Title Signature
---- ----- ---------
<S> <C> <C>
June 26, 1997 President and Chief Executive Officer /s/ Joseph T. Clark
(Principal Executive Officer) ---------------------------------
Joseph T. Clark

June 26, 1997 Chairman of the Board /s/ William H. West
---------------------------------
William H. West, M.D.

June 26, 1997 Chief Financial Officer /s/ Mary E. Clements
(Principal Financial Officer) ---------------------------------
Mary E. Clements

June 26, 1997 Director of Finance /s/ Dena Mullen
(Principal Accounting Officer) ---------------------------------
Dena Mullen

June 26, 1997 Director /s/ Jack O. Bovender*
---------------------------------
Jack O. Bovender

June 26, 1997 Director /s/ Frank M. Bumstead*
---------------------------------
Frank M. Bumstead

June 26, 1997 Director /s/ W. Thomas Grant*
---------------------------------
W. Thomas Grant II

June 26, 1997 Director /s/ P. Anthony Jacobs*
---------------------------------
P. Anthony Jacobs

June 26, 1997 Director /s/ Lawrence Kugelman*
---------------------------------
Lawrence Kugelman

June 26, 1997 Director /s/ Leonard A. Kalman*
---------------------------------
Leonard A. Kalman, M.D.

June 26, 1997 Director /s/ James R. Seward*
---------------------------------
James R. Seward

*By: /s/ Joseph T. Clark
---------------------------------
Joseph T. Clark, Attorney-in-fact
</TABLE>

<PAGE> 42

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Sequentially
Numbers Description Numbered
- ------- ----------- Page
------------
<S> <C> <C>
3(a) Charter (1)

3(b) Bylaws (1)

4(a) Specimen Common Stock Certificate (1)

4(b) Trust Indenture, Deed of Trust and Security Agreement dated 3, 1990 (2)

5* Opinion of Baker, Donelson, Bearman & Caldwell re: legality