Securities and Exchange Commission
                            Washington, D.C. 20549

                                   FORM 8-K/A

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934

Date of Report (Date of earliest event reported): April 11, 1996
                                                
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                                 EQUIMED, INC.
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              (Exact Name of Registrant as Specified in Charter)

   Delaware                            0-27456                   
25-1668112
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(State or Other                 (Commission File Number)   
(I.R.S. Employer
Jurisdiction of Incorporation                               
Identification No.)

      3754 LaVista Road
      Tucker, Georgia                               30084-5637
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   (Address of Principal                            (Zip Code)
    Executive Offices)

                                 (404)320-6211
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             (Registrant's Telephone Number, Including Area Code)

                                Not Applicable 
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         (Former Name or Former Address, If Changed Since Last
Report)




ITEM 5: OTHER EVENTS

        On April 11, 1996, EquiMed, Inc. ("EquiMed") consummated
mergers with 
(i) E. Ronald Salvitti, M.D., Inc. ( the "Salvitti Practice") and
(ii) 
Washington Optical, Inc. (the "Optical Shop").  The Salvitti
Practice and 
Optical Shop are located in Washington, Pennsylvania.  The two
mergers were
effective as of April 1, 1996.  Consideration for the acquisition
consisted, in 
part, of $9,115,000 in EquiMed common stock (the "Stock")
received by E. Ronald
Salvitti, M.D. ("Salvitti").  The business combination was
accounted for as a 
purchase, with the acquired assets being recorded at their
respective market 
values.

        On November 1, 1996, EquiMed sold the assets of the
Salvitti Practice 
and Optical Shop to Physicians Resource Group, Inc. ("PRG"),
Dallas, Texas, 
together with substantially all of the rest of the assets the
ophthalmology 
division of EquiMed, in consideration for $54,563,000 in cash,
the assumption 
of an estimated $14,300,000 of liabilities, and additional
consideration to be 
paid later based on acquisition contracts to be delivered to PRG
through March 
1997.

        In connection with the acquisition of the Salvitti
Practice and Optical 
Shop, Douglas R. Colkitt, M.D., Chairman of EquiMed ("Colkitt"),
promised to 
Salvitti that, if EquiMed registered the Stock and if the resale
price of up 
to twenty percent (20%) of the Stock sold during each three-month
period 
following such registration were less than $12.925 per share,
then Colkitt 
would deliver to Salvitti the difference in additional shares of
EquiMed common
stock (the "Obligation").  The Stock was registered effective
October 15, 1996.

        On December 19, 1996, EquiMed announced the approval by
its Board of
Directors of a plan to repurchase EquiMed common stock over the
next six
months.  On January 10, 1997, as part of its repurchase program,
EquiMed 
solicited Salvitti to resell the Stock to EquiMed, assumed the
Obligation, and 
agreed to indemnify Colkitt in respect thereof.  EquiMed paid to
Salvitti 
$1,500,000 to acquire 86,586 shares of the Stock and in partial
satisfaction of 
the Obligation.  

        As part of its stock repurchase plan, EquiMed intends to
continue to 
solicit, from time to time, the purchase of the Stock from
Salvitti, as and to 
the extent that the Obligation is applicable.
 


                                  SIGNATURES 


        Pursuant to the requirements of the Securities Exchange
Act of 1934, 
Registrant has duly caused this report to be signed on its behalf
by the 
undersigned hereunto duly authorized.


                                           EQUIMED, INC.
                                           (Registrant)

                                               /s/ Daniel L.
Beckett
                                           
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Date: January 24, 1997                      By:    Daniel L.
Beckett
                                            Title: Chief
Financial Officer