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                                                       REGISTRATION NO. 33-98528
                                                FILED PURSUANT TO RULE 424(b)(5)


                                   SUPPLEMENT
                     TO PROSPECTUS, DATED OCTOBER 24, 1995

                                  PHYCOR, INC.

                                3,000,000 SHARES

                                  COMMON STOCK



                 The Prospectus, dated May 3, 1996 (the "Prospectus"), to which
this Supplement, dated July 3, 1996, is attached (the "Supplement"), relates to
the resale by the holders thereof of up to 3,000,000 shares of the Company's
Common Stock, no par value per share ("Common Stock"), issued upon the
conversion of subordinated convertible notes issued or to be issued by the
Company without registration under the Securities Act of 1933, as amended (the
"Act") in connection with the acquisition of the assets of (i) single and
multi-specialty medical clinics, (ii) the assets of individual physician
practices and (iii) the assets of related businesses, including, but not
limited to, management services organizations, consulting firms and other
physician management companies.  In addition, this Prospectus also relates to
the resale by certain holders of Common Stock issued upon the exercise of
options granted by the Company prior to the adoption by the Company of its
stock incentive plans and warrants issued as consideration for (i) consulting
or other services provided or to be provided to the Company and (ii) the
execution of a management or service agreement with the Company or an affiliate.

                 Pursuant to an Asset Purchase Agreement, effective as of
October 1, 1994 (the "Purchase Agreement"), PhyCor of Boulder, Inc., a
Tennessee corporation and wholly-owned subsidiary of the Company
("PhyCor-Boulder"), acquired substantially all of the operating assets of
Boulder Medical Center, P.C., a Colorado professional corporation (the
"Clinic").  In connection with this transaction, the Company issued a 7.0%
Subordinated Convertible Note (the "Note") to the Clinic.  Subsequently, the
Clinic partially converted the Note into unregistered shares of Common Stock,
as more fully described herein.

                 Terms defined in the Prospectus have the same meaning in this
Supplement unless the context otherwise requires.  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.

                 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 July 5, 1996.
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Selling Shareholders

                 Each selling shareholder (each a "Physician") is licensed to
practice medicine pursuant to the laws of the State of Colorado and practices
medicine through the Clinic.  The Company, through PhyCor-Boulder, acquired
substantially all of the assets of the Clinic pursuant to the Purchase
Agreement.  In connection therewith, the Company issued the Note to the Clinic.
On January 4, 1996, the Clinic partially converted the Purchase Note, in
accordance with its terms, into an aggregate of 180,762 shares of Common Stock.
The Clinic resold 135,918 of such shares pursuant to a Prospectus Supplement
dated January 4, 1996.  The remaining shares were distributed on a pro rata
basis to certain of the Clinic's existing shareholders.  On April 1, 1996, the
Clinic partially converted the Purchase Note, in accordance with its terms,
into an aggregate of 31,551 shares of Common Stock.  The Clinic resold 17,241
of such shares pursuant to a Prospectus Supplement dated April 9, 1996.  The
remaining Shares were distributed on a pro rata basis to certain of the
Clinic's existing shareholders.  On July 1, 1996, the Clinic partially
converted the Purchase Note, in accordance with its terms, into an aggregate of
11,424 shares of Common Stock.  The Clinic resold 2,475 of such shares pursuant
to a Prospectus Supplement dated July 1, 1996.  The remaining 8,949 shares (the
"Resale Shares") were distributed to the Physicians on a pro rata basis based
upon their respective ownership interests in the Clinic.  The Resale Shares may
be resold by a Physician through a registered broker-dealer in accordance with
the terms of the Prospectus.  The aggregate number of Resale Shares that may be
resold by each Physician is indicated on Schedule A hereto.

Plan of Offering

                 This Supplement relates to the reoffering, from time to time,
of the Resale Shares through a registered broker-dealer.  The resale of the
Resale Shares will be effected through a registered broker-dealer in private or
block transactions in the over-the-counter market (including The Nasdaq Stock
Market's National Market) or otherwise at fixed prices which may be changed, at
market prices prevailing at the time of the sale, at prices related to such
prevailing market price, or at negotiated prices.  The broker-dealer may effect
such transactions by selling the Resale Shares to or through other
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the purchasers of the Resale Shares
for whom such broker-dealers may act as agent or to whom they may sell as
principal, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions).  As a result of the reoffering of the
Resale Shares pursuant to the Prospectus, as supplemented hereby, the Company
and the respective broker-dealer may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Act, and any commissions received by (or
discounts allowed to) them and any profit on the resale of the Resale Shares as
principal may be deemed to be underwriting discounts and commissions.





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                                   SCHEDULE A




         Steven Hong                                     7,824 shares 
         150 Greenrock Drive 
         Boulder, CO 80304

         Steven Weiner                                   1,125 shares 
         5479 Ptarmigan Cir.  
         Boulder, CO 80301