HEALTHSOURCE INC
8-K, 1996-03-20
HOSPITAL & MEDICAL SERVICE PLANS
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                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT



                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                         DATE OF REPORT: March 11, 1996
                      (Date of the Earliest Event Reported)




                               HEALTHSOURCE, INC.
             (Exact name of Registrant as specified in its charter)


New Hampshire                   1-11538                    02-0387748
(State or other                 (Commission File           (I.R.S. Employer
jurisdiction of                 Number)                    Identification Number
incorporation)                                        

          Two College Park Drive
          Hooksett, New Hampshire                                 03106
(Address of principal executive offices)                        (Zip Code)


                                  603/268-7000
              (Registrant's Telephone Number, including area code)

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Items 1-4.  Not applicable.

Item 5.     Other Events.

            On March 11, 1996, Healthsource, Inc. (the "Company") announced 
            that it had completed the sale of $247.25 million principal amount 
            of its 5% Convertible Subordinated Notes Due 2003. The proceeds of 
            the sale were used to redeem the Company's outstanding $100 million 
            face amount of 6.25% Class A Cumulative Preferred Stock and the 
            balance to repay existing bank debt. The securities have not been 
            registered under the Securities Act of 1933 and may not be offered 
            or sold absent registration or an applicable exemption from the 
            registration requirements of the Securities Act and applicable 
            state securities law.

Item 6.     Not Applicable.

Item 7.     Financial Statements and Exhibits.

            (a)  Not applicable.

            (b)  Not applicable.

            (c)  Exhibits.

                 20.1 Press Release dated March 11, 1996.

Item 8.          Not applicable.






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                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    HEALTHSOURCE, INC.


Dated:   March 20, 1996               By: /s/ Thomas M. Congoran
                                        ---------------------------
                                            Thomas M. Congoran
                                            Chief Financial Officer













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                                                                  EXHIBIT 20.1

                                                                [LOGO]
NEWS from                                   Healthsource [registered trademark] 
- --------------------------------------------------------------------------------
               Two College Park Drive  /  Hooksett, NH 03106  /  (603) 268-7000

For further information at Healthsource, Inc.

Thomas Congoran
Chief Financial Officer

Tracey Turner
Shareholder Relations
(603) 268-7000

                HEALTHSOURCE, INC. COMPLETES PRIVATE PLACEMENT
                ----------------------------------------------

HOOKSETT, NH, MARCH 11, 1996 -- HEALTHSOURCE, INC. (NYSE: HS), a leading owner
of managed health care companies announced today that it had completed the sale
of $247.25 million principal amount of its 5% Convertible Subordinated Notes
Due 2003.  The proceeds of the sale were used to redeem its outstanding $100
million Preferred Stock and the balance to repay existing bank debt.

        The securities have not been registered under the Securities Act of
1933 and may not be offered or sold absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws.  The notes were sold only to "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act) in
reliance on the exemption from the registration requirements provided by Rule
144A, and outside the United States to certain persons in reliance on
Regulation S under the Securities Act.

        This press release shall not constitute an offer to sell or the
solicitation of any offer to buy the notes.

                                    # # #







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