THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO
RULE 901 (d) OF REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Mid Atlantic Medical Services
(Name of Issuer)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
59523C107
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on the following page(s))
Page 1 of 5 Pages
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CUSIP NO. 59523C107
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons:
First Union Corporation 56-0898180
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Citizenship or Place of Organization:
North Carolina
Number of Shares Beneficially Owned by Each Reporting Person with:
(5) Sole Voting Power 432
(6) Shared Voting Power 1,200
(7) Sole Dispositive Power 9,314,472
(8) Shared Dispositive Power 7,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
9,321,472
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions)
[ ]
(11) Percent of Class Represented by Amount in Row 9
18.65 % (based on 49,955,000 shares outstanding on 8/31/99)
(12) Type of Reporting Person (See Instructions)
First Union Corporation (HC)
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Item 1(a) Name of Issuer:
Mid Atlantic Medical Services
Item 1(b) Address of Issuer's Principal Executive Offices:
4 Taft Court
Rockville, MD 20850
Item 2(a) Name of Person Filing:
First Union Corporation
Item 2(b) Address of Principal Business Office:
One First Union Center
Charlotte, North Carolina 28288-0137
Item 2(c) Citizenship:
North Carolina
Item 2(d) Title of Class of Securities:
Common Stock, Par Value $0.01 per share
Item 2(e) CUSIP Number:
59523C107
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(g)[X]Parent Holding Company, in accordance with section 240.13d-1(b) (ii) (G)
Item 4 Ownership.
(a) Amount Beneficially Owned: 9,321,472
(b) Percent of Class: 18.65 %
Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 432
(ii) shared power to vote or to direct the vote 1,200
(iii) sole power to dispose or to direct the disposition of 9,314,472
(iv) shared power to dispose or to direct the disposition of 7,000
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Item 5 Ownership of Five Percent or Less of a Class.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
First Union Corporation is filing this schedule pursuant to Rule
13d-1(b)(ii)(G) as indicated under Item 3(g). The relevant subsidiaries are
Lieber & Company (IA), First Union Capital Markets Corp. (IA) and First
Union National Bank (BK). Lieber & Company and First Union Capital Markets
Corp. are investment advisors for mutual funds and other clients; the
securities reported by these subsidiaries are beneficially owned by such
mutual funds or other clients. The other First Union entity listed above
holds the securities reported in a fiduciary capacity for their respective
customers.
Item 8 Identification and Classification of Members of the Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
FIRST UNION CORPORATION
September 9, 1999
Date
Signature
Karen F. Knudtsen, Assistant Vice President & Compliance Officer
