Pursuant to Rule 424(b)(3)
File No. 333-01101
SECOND PROSPECTUS SUPPLEMENT TO PROSPECTUS
DATED MARCH 18, 1996
PHP HEALTHCARE CORPORATION
$69,000,000 Principal Amount of 6-1/2% Convertible
Subordinated Debentures Due 2002
(Interest payable June 15 and December 15)
3,499,937 Shares of Common Stock
--------------------
The Prospectus dated March 18, 1996, is hereby supplemented
as follows to restate, in its entirety, the "Selling
Securityholders" section beginning on page 22 of the Prospectus:
SELLING SECURITYHOLDERS
The following table sets forth certain information as of
October 23, 1996 (except as otherwise indicated) as to the
security ownership of the Selling Securityholders. Except as set
forth below, none of the Selling Securityholders has had a
material relationship with the Company or any of its predecessors
or affiliates within the past three years.
<PAGE>
<TABLE>
<CAPTION>
Shares
of
Common
Principal Amount Stock
of Principal Shares of Common Underlying
Debentures Amount of Stock Debentures
Beneficially Debentures Beneficially Being
Owned that Owned Sold and
May be Additional
Name Amount ($) Percent Sold($) Number Percent Shares
____ __________ _______ __________ ______ _______ ________
<S> <C> <C> <C> <C> <C> <C>
General Motors 10,000,000 14.49 10,000,000 366,972 3.24 366,972
Employees Domestic
Group Trust
Forest Fulcrum Fund 6,300,000 9.13 6,300,000 231,193 2.06 231,193
LP
Lincoln National 3,990,000 5.78 3,990,000 146,422 1.32 146,422
Life Insurance
JMG Convertible 3,615,000 5.24 3,615,000 132,661 1.19 132,661
Investments, L.P.
Forest Fulcrum Fund 3,400,000 4.93 3,400,000 124,771 1.12 124,771
Ltd.
Alpine Associates 2,695,000 3.91 2,695,000 98,899 * 98,899
Allstate Insurance 2,000,000 2.90 2,000,000 73,394 * 73,394
Company
BZW Securities LTD 2,000,000 2.90 2,000,000 73,394 * 73,394
Commonwealth Life 2,000,000 2.90 2,000,000 73,394 * 73,394
Insurance Co. Stock
TRAC (Teamsters 1)
Pacific Horizon 1,500,000 2.17 1,500,000 55,046 * 55,046
Capital Income Fund
Continental 1,400,000 2.03 1,400,000 51,376 * 51,376
Assurance Company
Lincoln National 1,390,000 2.01 1,390,000 51,009 * 51,009
Convertible
Securities Fund
Offshore 1,100,000 1.59 1,100,000 40,367 * 40,367
Strategies, Ltd.
Forum Capital 1,000,000 1.45 1,000,000 36,697 * 36,697
Markets LP
Furman Selz, LLC 1,000,000 1.45 1,000,000 36,697 * 36,697
Smith Barney & Co 875,000 1.30 875,000 32,110 * 32,110
Templeton Global 800,000 1.16 800,000 29,537 * 29,537
Hedged Convert Ltd.
McMahan Securities 750,000 1.09 750,000 27,523 * 27,523
Co. L.P.
Societe Generale 500,000 * 500,000 18,349 * 18,349
Bonafide Arbitrage
31 West Fund L.P. 500,000 * 500,000 18,348 * 18,348
Templeton Global 450,000 * 450,000 16,513 * 16,513
Hedged Convert L.P.
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares
of
Common
Principal Amount Stock
of Principal Shares of Common Underlying
Debentures Amount of Stock Debentures
Beneficially Debentures Beneficially Being
Owned that Owned Sold and
May be Additional
Name Amount ($) Percent Sold($) Number Percent Shares
____ __________ _______ __________ ______ _______ ________
<S> <C> <C> <C> <C> <C> <C>
Harris Trust & 300,000 * 300,000 11,009 * 11,009
Savings Bank,
Trustee for the
Harris Trust and
Savings Bank Trust
for Collective
Investment of
Employee Benefit
Accounts --
Convertible Fund
Magus Int'l Limited 300,000 * 300,000 11,009 * 11,009
Weirton Convertible 280,000 * 280,000 10,275 * 10,275
Oregon Equity Fund 265,000 * 265,000 9,725 * 9,725
Laterman & Co. 250,000 * 250,000 9,174 * 9,174
Laterman Strategies 250,000 * 250,000 9,174 * 9,174
90's L.P.
SAIF Corporation 200,000 * 200,000 7,339 * 7,339
Bank of America 150,000 * 150,000 5,504 * 5,504
Convertible
Securities Fund
Firebird Overseas, 150,000 * 150,000 5,504 * 5,504
Ltd.
State of Delaware 90,000 * 90,000 3,303 * 3,303
Retirement
ICI American 40,000 * 40,000 1,468 * 1,468
Holdings Pension
Zeneca Holdings 40,000 * 40,000 1,468 * 1,468
Pension
WAFRA Discretionary 40,000 * 40,000 1,468 * 1,468
Other Selling 19,380,000 28.09 19,300,000 711,193 6.08 711,193
Securityholders (1)
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares
of
Common
Principal Amount Stock
of Principal Shares of Common Underlying
Debentures Amount of Stock Debentures
Beneficially Debentures Beneficially Being
Owned that Owned Sold and
May be Additional
Name Amount ($) Percent Sold($) Number Percent Shares
____ __________ _______ __________ ________ _______ ________
<S> <C> <C> <C> <C> <C> <C>
Shamrock Group -- -- -- 1,095,536 9.54 755,717
(2)(3) (4) (5)
Charles P.
Reilly; Michael
E. Gallagher;
Shamrock
Investments
Charles P. Reilly -- -- -- 528,406 4.68 313,945
(2)(6) (7)(8) (8)
Michael E. -- -- -- 338,457 3.03 235,599
Gallagher (2)(9) (10)(11) (11)
Shamrock -- -- -- 228,673 2.07 206,173
Investments (2) (12)(13) (13)
John P. Cole -- -- -- 338,000 3.05 200,000
(2)(14) (15)(16) (16)
Jonathan J. Spees -- -- -- 8,110 * 8,110
(2)(17)
</TABLE>
* Less than 1%
(1) Information regarding these persons or entities
will be added by further supplement to this
Prospectus.
(2) Information is as of October 23, 1996.
(3) Shamrock Investments, Charles P. Reilly and Michael E.
Gallagher constitute a group (the "Shamrock Group")
within the meaning of Section 13(d)(3) of the Exchange
Act of 1934, as amended (the "1934 Act") and have
jointly filed a Schedule 13D with the Securities and
Exchange Commission. For additional information
regarding the relationship between members of the
Shamrock Group and the Company, see Item 13 ("Certain
Transactions and Business Relationships") of the
Company's Annual Report on Form 10-K/A for the fiscal
year ended April 30, 1995, which is incorporated herein
by reference.
(4) Includes 200,000 shares owned by Shamrock Investments,
236,847 shares owned by Mr. Reilly, 172,220 shares
owned by Mr. Gallagher, 22,500 shares which Shamrock
Investments could acquire upon the exercise of options
granted by the Company, 231,596 shares which Mr. Reilly
could acquire upon the exercise of options granted by
the Company, 121,262 shares which Mr. Gallagher could
acquire upon the exercise of options granted by the
Company, 59,963 shares which Mr. Reilly could acquire
upon conversion of a promissory note of the Company,
6,173 shares which Mr. Reilly could acquire upon
conversion of a promissory note of the Company issued
to Shamrock Investments, and 44,975 shares which Mr.
Gallagher could acquire upon conversion of a promissory
note of the Company.
(5) Includes 313,945 shares beneficially owned by Mr.
Reilly (see note 8 below), 235,599 shares beneficially
owned by Mr. Gallagher (see note 11 below) and 206,173
shares beneficially owned by Shamrock Investments (see
note 12 below).
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<PAGE>
(6) Mr. Reilly joined the Company as a Director in 1991.
He is the managing general partner of Shamrock
Investments. From August 1994 to August 1995, Mr.
Reilly was an employee of the Company, serving as
chairman of the Company's Executive Council.
(7) Includes 236,847 shares owned by Mr. Reilly, 231,596
shares issuable upon the exercise of stock options
granted to Mr. Reilly, and 59,963 shares issuable upon
the conversion of convertible notes issued to Mr.
Reilly in connection with the merger of Paragon
Ambulatory Surgery, Inc. into the Company (the "Paragon
Merger"). Excludes 6,173 shares which Mr. Reilly could
acquire upon conversion of a promissory note of the
Company issued to Shamrock Investments (see note 4
above). Excludes 228,673 shares held by Shamrock
Investments, deemed to be beneficially owned by Mr.
Reilly by virtue of his holding in Shamrock
Investments.
(8) Includes 7,319 shares issued to Mr. Reilly as a
Director; 207,074 shares issued to Mr. Reilly and
59,963 shares issuable upon the conversion of
convertible notes issued to Mr. Reilly in connection
with the merger of Paragon Ambulatory Surgery, Inc.
into the Company (the "Paragon Merger"); and 24,454
shares issued to Mr. Reilly and 24,454 shares issuable
upon the exercise of stock options granted to Mr.
Reilly in connection with the merger of J.P. Cole &
Associates, Inc. into the Company (the "Cole Merger").
Of the shares and options issued to Mr. Reilly in
connection with the Cole Merger, 15,162 shares are held
in escrow subject to forfeiture unless certain
performance conditions are met, and 15,162 options will
become exercisable only if certain performance
conditions are met by December 30, 1996 or a change of
control of the Company occurs prior to that date.
(9) Mr. Gallagher is a general partner of Shamrock
Investments. From August 1994 to August 1995, Mr.
Gallagher was employed by the Company as a member of
its Executive Council. He previously served as Chief
Executive Officer of Paragon Ambulatory Surgery, Inc.,
which was merged into the Company on September 29,
1994.
(10) Includes 102,858 shares issuable upon the exercise of
stock options granted to Mr. Gallagher in connection
with his employment agreement.
(11) Includes 153,816 shares to Mr. Gallagher and 44,975
shares issuable upon the conversion of convertible
notes issued to Mr. Gallagher in connection with the
Paragon Merger. Also includes 18,404 shares issued to
Mr. Gallagher and 18,404 shares issuable upon the
exercise of stock options granted to Mr. Gallagher in
connection with the Cole Merger. Of the shares and
options issued to Mr. Gallagher in connection with the
Cole Merger, 11,410 shares are held in escrow subject
to forfeiture unless certain performance conditions are
met, and 11,410 options will become exercisable only if
certain performance conditions are met by December 30,
1996 or a change of control of the Company occurs prior
to that date.
(12) Includes 22,500 shares issuable upon the exercise of
stock options granted to Shamrock Investments.
(13) Includes 6,173 shares issuable upon conversion of
convertible promissory notes held by Shamrock
Investments. Also includes 200,000 shares issued to
Shamrock Investments pursuant to the Stock Purchase
Agreement, dated as of September 29, 1994, by and
between the Company and Shamrock Investments.
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<PAGE>
(14) Mr. Cole joined the Company in 1993. On September 29,
1994, Mr. Cole entered into an employment agreement
with the Company pursuant to which he serves as an
Executive Vice President of the Company and heads the
marketing of the Company's commercial products and
services. He previously served as President of J.P.
Cole and Associates, Inc., a health care marketing
firm, which was merged into PHP Family Healthcare
Corporation, a wholly-owned subsidiary of the Company,
on October 3, 1994.
(15) Includes 68,000 shares which Mr. Cole presently could
acquire upon exercise of options granted by the Company
in connection with his employment agreement. Also
includes 84,000 shares held by Mr. Cole's spouse, and
74,000 shares held jointly by Mr. Cole and his spouse.
(16) Includes 100,000 shares issued to Mr. Cole and 100,000
shares issuable upon the exercise of stock options
granted to Mr. Cole in connection with the Cole Merger.
Of the shares and options issued to Mr. Cole in
connection with the Cole Merger, 62,000 shares are held
in escrow subject to forfeiture unless certain
performance conditions are met, and 62,000 options will
become exercisable only if certain performance
conditions are met by December 30, 1996 or a change of
control of the Company occurs prior to that date.
(17) Mr. Spees has been an employee of Shamrock Investments
for each of the last three years.
The preceding table has been prepared based upon information
furnished to the Company by The Depository Trust Company ("DTC"),
by IBJ Schroder Bank & Trust Company, the trustee under the
Indenture, and by or on behalf of the Selling Securityholders.
Information concerning the Selling Securityholders may
change from time to time and will be set forth in Supplements to
this Prospectus. As of the date of this Prospectus, the
aggregate principal amount of Debentures outstanding is
$69,000,000.
Because the Selling Securityholders may offer all or some of
the Debentures and shares of the Common Stock issued upon
conversion thereof pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of
the Debentures or shares of the Common Stock that will be held by
the Selling Securityholders after of this offering, no estimate
can be given as to the principal amount of Debentures or shares
of the Common Stock that will be held by the Selling
Securityholders after completion of this offering. See "Plan of
Distribution."
____________________
The date of this Prospectus Supplement is October 30, 1996
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