Filed Pursuant to Rule 424(b)(3)
                                                           SEC File No. 33-99668

                               OCCUSYSTEMS, INC.

                SUPPLEMENT TO PROSPECTUS DATED JANUARY 5, 1996,
                          AS AMENDED ON MARCH 12, 1996

                              ____________________

                  THE DATE OF THIS SUPPLEMENT IS MAY 16, 1996.

                              ____________________

  The following information supplements the Prospectus dated January 5, 1996, as
amended on March 12, 1996, of OccuSystems, Inc., a Delaware corporation
("OccuSystems" or the "Company"), relating to the offering by the Selling
Stockholders (the "Selling Stockholders") of up to an aggregate of 505,886
shares of Common Stock, par value $.01 per share ("Common Stock"), of
OccuSystems.  Unless otherwise defined herein, certain capitalized terms have
the meanings ascribed to them in the Prospectus.

FINANCIAL RESULTS FOR QUARTER ENDED MARCH 31, 1996

  Net revenues for the period rose 23% to $33,501,000 from $27,140,000 in the
first quarter of 1995.  Net income for the quarter increased more than fourfold
to $1,636,000 or $.09 per share versus $237,000 or $.02 per share in the year-
earlier period.  First quarter net revenues and earnings reflect the
contribution of 27 new centers added during the past year as well as continued
growth in same market revenues.  Prior year results have been restated to
reflect the mergers of the Baltimore Industrial Medical Group and Concerned Care
Medical Center.  These mergers, effective January 1, 1996, were accounted for as
poolings of interests.

                               OCCUSYSTEMS, INC.
                         UNAUDITED FINANCIAL HIGHLIGHTS
                (Dollars in thousands, except per share amounts)



                                                                   THREE MONTHS ENDED
                                                                       MARCH 31,
                                                                  ------------------
                                                                      
Net Revenues                                                       $33,501   $27,140

Earnings before interest, taxes, depreciation and amortization     $ 4,204   $ 3,040

Net income                                                         $ 1,636   $   237

Net income per share                                               $   .09   $   .09

Weighted average shares outstanding                                 20,401    13,248
 

LIQUIDITY AND CAPITAL RESOURCES



  On April 10, 1996, the Company amended and restated its Loan Agreement (the
"Amended Loan Agreement"). The Amended Loan Agreement provides for revolving
loans of up to $60 million to be used by the Company for acquisitions and
general working capital needs,  As of March 31, 1996, there was $3.2 million of
revolving credit indebtedness under the Amended Loan Agreement.  Loans under the
Amended Loan Agreement are secured by substantially all the assets of the
Company (including the capital stock of the Company's subsidiaries) and mature
on December 31, 2000. The Amended Loan Agreement provides for payments of
interest only until maturity, at which time a balloon payment of outstanding
principal is due.  Loans under the Amended Loan Agreement are denominated at the
Company's option as either Eurodollor Tranches (loans bearing interest at a 
variable spread above a Eurodollor

 
rate quoted by the Agent Bank) or Base Rate Tranches (loans bearing interest at
the Agent Bank's prime rate for U.S. commercial loans and the Federal Funds
Rate, whichever is greater).

CERTAIN TRANSACTIONS

  The Travelers Offering was consummated on April 2, 1996.

DIRECTORS AND EXECUTIVE OFFICERS

  Andrew W. Paul resigned as a director of the Company effective as of April 12,
1996.  Following the completion of the Travelers Offering, Richard Palczynski,
Traveler's nominee to the Board of Directors, resigned as a director of the
Company effective as of April 5, 1996.


                                       2