EMCARE HOLDINGS INC
DEFA14A, 1996-05-16
SPECIALTY OUTPATIENT FACILITIES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 -----------------

                                  SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                     Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934


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Filed by a Party other than the Registrant

Check the appropriate box:

      Preliminary Proxy Statement           Confidential,   for   Use   of  the
                                            Commission  Only (as  permitted  by
                                            Rule 14a-6(e)(2))

      Definitive Proxy Statement

  X   Definitive Additional Materials

      Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

                              EmCare Holdings Inc.
                (Name of Registrant as Specified in Its Charter)

                                  Inapplicable
      (Name of Persons Filing Proxy Statement, if other than the Registrant)

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      $125  per Exchange Act Rules 0-11(c)(1)(ii),  14a-6(i)(1),  or 14a-6(j)(2)
            or Item 22(a)(2) of Schedule 14A.

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            14a-6(i)(3).

      Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1.    Title of each class of securities to which transaction applies:
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      pursuant to Exchange Act Rule 0-11: Inapplicable
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     Check box if any part of the fee is offset as provided by Exchange Act Rule
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      Amount Previously Paid: Inapplicable
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      Date Filed: Inapplicable

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VIA FACSIMILE
(617) 292-1168



May 14, 1996



Ms. Victoria Card
Putnam Investments


Dear Ms. Card:

     Pursuant  to  your   request,   this  letter  will  confirm  our  telephone
conversation  of today.  As I stated to you,  since going public  EmCare has not
repriced stock options.  Senior  management has no present  intention to reprice
stock options in the future.  We appreciate your  willingness to work with us on
this issue.

Sincerely,


/s/ Robert F. Anderson, II
Robert F. Anderson, II
Chief Financial Officer
EmCare Holdings Inc.

RFA:lc

cc:      Leonard Riggs
         Bill Miller
         Steve Johnson




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