<PAGE> 1
This filing is made pursuant to Rule
424(B)(3) under the Securities Act of
1933 in connection with Registration
No. 333-20007.
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED FEBRUARY 14, 1997)
$80,650,000 6 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2001
8,361,371 SHARES OF COMMON STOCK
FPA MEDICAL MANAGEMENT, INC.
This Prospectus Supplement supplements information contained in that
certain Prospectus dated February 14, 1997 as supplemented by Prospectus
Supplement No. 1 dated February 27, 1997 (the Prospectus as supplemented, the
"Prospectus") relating to the potential sale from time to time of up to (i)
$80,650,000 aggregate amount of the Debentures, (ii) 3,107,900 shares of the
Common Stock issuable upon conversion thereof by the Selling Securityholders,
and (iii) 5,253,471 Individual Shares by the Selling Stockholders. This
Prospectus Supplement is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus, including any amendments or
supplements thereto. Capitalized terms used herein but not defined have the
meanings assigned to such terms in the Prospectus.
The following table supplements the information set forth in the
Prospectus under the caption "Selling Securityholders and Selling Stockholders"
with respect to the Selling Securityholders and the respective principal
amount of Debentures beneficially owned by each such Selling Securityholder and
that may be sold pursuant to the Prospectus, as amended or supplemented. The
line item "All other Holders . . . 25,545,000, 31.7%, 984,393" contained in
the table set forth in the Prospectus shall be deleted in its entirety and
replaced as set forth below:
<TABLE>
<CAPTION>
Principal
Amount of Number of
Debentures Shares of
Beneficially Percent of Common
Owned and That Outstanding Stock That
Name (1) May Be Sold Debentures May Be Sold
---- ------------- ------------ -------------
<S> <C> <C> <C>
Aragon Investments, Ltd. ................ 250,000 * 9,634
Merrill Lynch Capital Markets Plc ....... 7,800,000 9.7 300,578
Merrill Lynch, Pierce, Fenner
& Smith, Inc. .......................... 1,000,000 1.2 38,536
Smith Barney Inc. (6) ................... 3,970,000 4.9 152,987
All other Holders ....................... 12,525,000 15.5 482,659
</TABLE>
___________________
(1) The information set forth herein is as of March 24, 1997 and will be
updated as required. Certain of the holders share investment power with
their respective investment advisors.
(6) Smith Barney Inc. was an Initial Purchaser in the private placement of the
Debentures.
The line items "Foundation Health Corporation(2) . . . 4,076,087, 16.4%,
4,071,831"; "Bruce Tarzy . . . 2,148, *, 2,148"; and "William Quesenberry . . .
2,148, *, 2,148" contained in the table set forth in Prospectus Supplement No. 1
dated February 27, 1997 shall be deleted in their entirety and replaced with the
following:
<TABLE>
<CAPTION>
Shares Beneficially Shares to be
Owned Before Beneficially
Offering Owned After Offering
------------------- Shares --------------------
Number Percent Offered Number Percent
-------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Foundation Health
Corporation (2) ........................ 4,076,087 16.4 4,071,791 4,296 *
Bruce Tarzy ............................. 2,148 * 2,148 -- *
William Quesenberry ..................... 2,148 * 2,148 -- *
</TABLE>
___________________
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 24, 1997.
