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                                            Registration Statement No. 333-04191
                                                Filed Pursuant to Rule 424(b)(3)


 
                            SUPPLEMENT TO PROSPECTUS
                               DATED MAY 31, 1996
 
                                2,250,000 SHARES
 
                                  PHYCOR, INC.
 
                                  COMMON STOCK
 
                       1996 AFFILIATE STOCK PURCHASE PLAN
 
     The Prospectus, dated May 31, 1996 (the "Prospectus"), to which this
Supplement, dated June 3, 1998, is attached, relates to the offering by PhyCor,
Inc. (the "Company") to eligible Affiliates (as defined below) pursuant to the
Company's 1996 Affiliate Stock Purchase Plan (the "Plan") of up to 2,250,000
shares of the Common Stock, no par value per share ("Common Stock"), of the
Company. For purposes of the Plan, the term "Affiliates" shall mean eligible (i)
employees of limited liability companies and partnerships in which the Company
has an equity interest of at least 50% (each a "PhyCor-Related Entity"), (ii)
individuals who are Technical Employees and who are employed by an Affiliated
Clinic, (iii) if the Company, a subsidiary or a PhyCor-Related Entity has
entered into a management agreement with an Affiliated Clinic in anticipation of
execution of a service agreement, any non-physician personnel providing
day-to-day services to such Affiliated Clinic through an entity in which the
Affiliated Clinic or its physician shareholders, partners or members have a
material interest (a "Service Provider"), (iv) physician employees and other
personnel (other than Technical Employees) employed by (A) an Affiliated Clinic
or (B) a subsidiary of an Affiliated Clinic which such Affiliated Clinic has an
equity interest of at least 50% and with which the Company, a subsidiary thereof
or a PhyCor-Related Entity has entered into a management arrangement (an
"Affiliated Subsidiary") and (v) members, partners or shareholders of an
Affiliated Clinic (each of the individuals described in (i) -- (v) being
hereinafter referred to as an "Affiliate").
 
     THIS SUPPLEMENT RELATES TO AN AMENDMENT TO THE PLAN ADOPTED BY THE
     COMPANY'S BOARD OF DIRECTORS ON MAY 15, 1998 AND EFFECTIVE JULY 1, 1998
     (THE "AMENDMENT"). PURSUANT TO THE AMENDMENT, A DISTINCTION BETWEEN PHYCOR
     AFFILIATES AND CLINIC AFFILIATES HAS BEEN ADDED TO THE PLAN AND CERTAIN
     PROVISIONS OF THE PLAN HAVE BEEN MODIFIED AS A RESULT. BECAUSE OF THIS
     DISTINCTION, EXPLANATIONS OF THE PLAN CONTAINED IN THE PROSPECTUS ARE
     MODIFIED BY THE PROVISIONS CONTAINED IN THIS SUPPLEMENT. AFFILIATES ARE
     STRONGLY ENCOURAGED TO READ CAREFULLY THIS SUPPLEMENT.
 
     Terms defined in the Prospectus have the same meaning in this Supplement
unless the context requires otherwise. All share numbers used herein give effect
to a three-for-two stock split of the Common Stock effected on June 14, 1996 in
the form of a 50% stock dividend and all prior stock dividends.
 
     THIS SUPPLEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON WRITTEN OR ORAL
REQUEST, AT NO CHARGE, FROM THE COMPANY. REQUESTS SHOULD BE DIRECTED TO PHYCOR,
INC., 30 BURTON HILLS BOULEVARD, SUITE 400, NASHVILLE, TENNESSEE 37215,
ATTENTION: N. CAROLYN FOREHAND, VICE PRESIDENT AND GENERAL COUNSEL.
                               ------------------
 
                  THE DATE OF THIS SUPPLEMENT IS JUNE 3, 1998.
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THE PLAN AND THE AMENDMENT
 
     The Plan was adopted and approved by the Company's Board of Directors on
May 10, 1996 to provide an opportunity for Affiliates to own shares of the
Company's Common Stock and to increase the Affiliates' interest in the Company's
economic future by providing a convenient and commission-free way to purchase
shares of Common Stock at a modest discount. The Amendment was adopted by the
Company's Board of Directors on May 15, 1998, to become effective on July 1,
1998, in response to changes in accounting policy.
 
     The Amendment distinguishes between PhyCor Affiliates and Clinic
     Affiliates.
 
     PhyCor Affiliates shall consist of (i) eligible employees of PhyCor-Related
     Entities, (ii) eligible individuals who are Technical Employees and who are
     employed by an Affiliated Clinic and (iii) if the Company, a subsidiary or
     a PhyCor-Related Entity has entered into a management agreement with an
     Affiliated Clinic in anticipation of execution of a service agreement,
     eligible non-physician personnel providing day-to-day services to such
     Affiliated Clinic through a Service Provider.
 
     Clinic Affiliates shall consist of eligible (i) physician employees and
     other personnel (other than Technical Employees) employed by (A) an
     Affiliated Clinic or (B) an Affiliated Subsidiary; and (ii) members,
     partners or shareholders of an Affiliated Clinic.
 
     The Amendment defines the following terms: (i) Technical Employees shall
mean technicians who provide services in the diagnostic areas of an Affiliated
Clinic's practice, including, but not limited to laboratory, radiology and
cardiology technicians; (ii) PhyCor Affiliate Purchase Date shall mean the
Nasdaq Stock Market's last trading day during each Plan Year; and (iii) Clinic
Affiliate Purchase Date shall mean the Nasdaq Stock Market's last trading date
during each calendar quarter during a Plan Year.
 
     The Amendment provides further that the Issue Price of the shares of Common
Stock issued under the Plan shall be calculated separately for PhyCor Affiliates
and Clinic Affiliates.
 
     The Issue Price for PhyCor Affiliates shall be equal to the lesser of: (i)
     85% of the Market Price on the PhyCor Affiliate Purchase Date of a Plan
     Year or (ii) 85% of the Market Price on the first trading date of a Plan
     Year.
 
     The Issue Price for Clinic Affiliates on each Clinic Affiliate Purchase
     Date shall be equal to 95% of the Market Price on the applicable Clinic
     Affiliate Purchase Date.
 
     The Amendment also provides that the Market Price of the shares of Common
Stock under the Plan shall equal the average sales price of all sales occurring
on the date that the Market Price is to be determined, weighted to account for
the volume of each sale, provided, however, that if there are no sales on such
date the Market Price shall equal the average of the highest bid and lowest
asked prices on such date. Provided further, that if there is a material
alteration in the present system of reporting sales prices of the Common Stock,
or if the Common Stock shall no longer be quoted on the Nasdaq National Market,
the Market Price shall be determined by such method as determined by the Board.
 
     The Amendment also provides that the maximum monthly deduction that a
PhyCor Affiliate may authorize is $1,770 and that the maximum monthly deduction
that a Clinic Affiliate may authorize is $2,667. The Amendment also provides
that an Affiliate may change his or her contribution rate upon notice to the
Administration Agent at least fifteen (15) days prior to the next Purchase Date.