8-K

UNITED STATES
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 (Date of earliest event reported):   May 2, 2005

HANGER ORTHOPEDIC GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	1-10670	84-0904275
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)

Two Bethesda Metro Center, Suite 1200, Bethesda, MD	20814
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code:   (301) 986-0701

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[__]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[__]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[__]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[__]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

        On May 2, 2005, the Registrant issued a press release announcing its financial results for the quarter ended March 31, 2005. A copy of the Registrant’s press release is attached as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

    (c)        Exhibits:

Exhibit	Description
99.1	Exhibit 99.1 Press Release issued by the Registrant on May 2, 2005.

SIGNATURES

        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.

	HANGER ORTHOPEDIC GROUP, INC.
	/s/ Jason P. Owen
Date: May 3, 2005	Jason P. Owen
	Vice President, Treasurer and Corporate Secretary

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EX-99

Exhibit 99.1

Hanger Orthopedic Group, Inc.

Two Bethesda Metro Center
Suite 1200
Bethesda, MD 20814

Phone 301 · 986 · 0701
Fax 301 · 986 · 0702

Contacts:	Ivan R. Sabel (301) 986-0701
	George E. McHenry (301) 986-0701
	Jason P. Owen (301) 986-0701

News Release

HANGER ORTHOPEDIC GROUP, INC. ANNOUNCES NET INCOME

OF $1.3 MILLION FOR THE QUARTER ENDED MARCH 31, 2005

        BETHESDA, MARYLAND, May 2, 2005 – Hanger Orthopedic Group, Inc. (NYSE:HGR) today announced net income of $1.3 million for the quarter ended March 31, 2005.

        Net sales for the quarter ended March 31, 2005 increased by $1.4 million, or 1.1%, to $133.0 million from $131.6 million in the prior year’s comparable quarter. The sales growth was primarily the result of a $2.1 million, or 1.6%, increase from acquired practices, a $1.1 million, or 12.1%, increase in external sales of the Company’s distribution segment, and a $0.2 million increase in non-O&P business. These increases were offset by a $2.0 million, or 1.7%, decline in same-center sales in the Company’s O&P practices. Gross profit for the first quarter of 2005 decreased by $0.6 million to $65.6 million, or 49.3% of net sales, compared to $66.2 million, or 50.3% of net sales, in the first quarter of the prior year.

        Income from operations decreased by $4.4 million in the first quarter of 2005 to $11.1 million from $15.5 million in the same period of the prior year due principally to a $3.5 million increase in selling, general and administrative expenses. Selling, general and administrative expenses increased principally due to: (i) $0.9 million in fixed expenses from acquired practices, (ii) $0.5 million in salaries and benefits, (iii) $0.4 million in rent and occupancy costs and expenses, and (iv) $1.7 million in other operating costs.

        Based on the above, the Company reported net income of $1.3 million in the first quarter of 2005. The preferred stock 10% PIK dividend of $1.4 million reduced net income to a net loss applicable to common stock for the first quarter of 2005 of $0.1 million, or approximately $0.00 per diluted share. In the corresponding period of the prior year, Hanger had net income of $4.4 million. The preferred stock 7% PIK dividend of $0.9 million reduced net income applicable to common stock to $3.5 million, or approximately $0.15 per diluted share in the first quarter of 2004.

        Hanger Orthopedic Group, Inc., headquartered in Bethesda, Maryland, is the world’s premier provider of orthotic and prosthetic patient-care services. Hanger is the market leader in the United States, owning and operating 615 patient-care centers in 44 states and the District of Columbia, with 3,376 employees including 1,017 practitioners. Hanger is organized into four units. The two key operating units are patient-care which consists of nationwide orthotic and prosthetic practice centers and distribution which consists of distribution centers managing the supply chain of orthotic and prosthetic componentry to Hanger and third party patient-care centers. The third is Linkia which is the first and only managed care organization for the orthotics and prosthetics industry. The fourth unit, Innovative Neurotronics, introduces emerging neuromuscular technologies developed through independent research in a collaborative effort with industry suppliers worldwide.

_________________

This document contains forward-looking statements relating to the Company’s revenues, contracts and operations. The United States Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. Statements relating to future revenues, contracts and operations in this document reflect the current views of management. However, various risks, uncertainties and contingencies could cause actual results or performance to differ materially from those expressed in, or implied by, these statements, including the Company’s ability to enter into and derive benefits from managed care contracts, the demand for the Company’s orthotic and prosthetic services and products and the other factors identified in the Company’s periodic reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

_________________

-tables to follow-

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Hanger Orthopedic Group, Inc.

(In Thousands, Except Share and Per Share Data)

	Three Months Ended March 31,
	2005			2004
Income Statement:
Net sales	$	133,000		$	131,609
Cost of goods sold		67,446			65,400
Gross profit		65,554			66,209
Selling, general and administrative		50,937			47,391
Depreciation and amortization		3,509			3,314
Income from operations		11,108			15,504
Interest expense, net		8,843			8,073
Income before taxes		2,265			7,431
Provision for income taxes		930			3,041
Net income		1,335			4,390
Less preferred stock dividends declared and accretion		1,419			917
Net (loss) income applicable to common stock	$	(84	)	$	3,473
Basic Per Share Data:
Net (loss) income applicable to common stock	$	(0.0	)		0.16
Basic Shares Outstanding		21,615,850			21,335,806
Diluted Per Share Data:
Net (loss) income applicable to common stock	$	(0.0	)		0.15
Diluted Shares Outstanding		21,615,850			22,808,554
Balance Sheet Data:
Working Capital	$	147,249		$	156,114
Total Debt		412,459			434,664
Shareholders' Equity		152,299			182,436

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Hanger Orthopedic Group, Inc.

	Three Months Ended March 31,
Statistical Data:	2005		2004
Patient-care centers	615		612
Number of Practitioners	1,017		1,011
Number of states (including D.C.)	45		45
Payor mix:
Private pay and other	55	.2%	55	.8%
Medicare	32	.4%	32	.2%
Medicaid	7	.7%	9	.0%
VA	4	.7%	3	.0%
Percentage of net sales from:
Patient-care services	92	.4%	93	.1%
Distribution	7	.6%	6	.9%
Operating Margin	8	.4%	11	.7%

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