<PAGE> 1
THIS FILING IS MADE PURSUANT TO RULE 424(B)(3) UNDER THE SECURITIES ACT OF 1933
IN CONNECTION WITH REGISTRATION NO. 333-31351
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED OCTOBER 10, 1997)
1,940,960 SHARES OF COMMON STOCK
FPA MEDICAL MANAGEMENT, INC.
This Prospectus Supplement supplements information contained in that
certain Prospectus dated October 10, 1997, as supplemented by Prospectus
Supplement No. 1 dated November 17, 1997 (the Prospectus as supplemented, the
"Prospectus") relating to the potential sale from time to time of up to
1,940,960 shares of FPA Common Stock 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 as of May 11, 1998 the information set
forth in the Prospectus under the caption "Selling Stockholders" with respect to
the Selling Stockholders and the respective number of shares of FPA Common Stock
beneficially owned by each such Selling Stockholder.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY SHARES TO BE
OWNED BEFORE BENEFICIALLY
OFFERING OWNED AFTER OFFERING
------------------ SHARES --------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Heidrich Family Trust 2,242 * 2,242 -- --
Andrew K. Klatt 668 * 668 -- --
Nausau Capital Funds, L.P. 11,286 * 11,286 -- --
University of California 21,161 * 21,161 -- --
Stanford University 307 * 307 -- --
Edward R. McCracken 153 * 153 -- --
Laurie Klatt 584 * 584 -- --
Sandhya Abee McCracken 153 * 153 -- --
</TABLE>
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* Less than 1%.
The date of this Prospectus Supplement is May 11, 1998
