SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                   (Mark One)

[ X ] Annual  Report  pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 For the fiscal year ended December 31, 1997

[ X ]  Transition  Report  pursuant  to  Section  13  or  15(d)  of  the
Securities Exchange Act of 1934 For the transition period from ______ to ______
                         Commission File Number 0-26806

                            SHERIDAN HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                 04-3252967
    State or other jurisdiction of                 S Employer ID Number)
    incorporation or organization)

            4651 Sheridan Street, Suite 400, Hollywood, Florida 33021
          (Address of principal executive offices, including zip code)

                                  954/987-5822
              (Registrant's telephone number, including area code)

           Securities registered under Section 12(b) of the Act: None

Securities  registered under Section 12(g) of the Act: Common Stock, par value $
 .01 (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant was approximately $72.8 million as of March 16, 1998. For purposes of
this  determination,  shares held by  non-affiliates  includes  all  outstanding
shares except for shares of  non-voting  Class A common stock and shares held by
officers,  directors  and  shareholders  beneficially  owning 10% or more of the
Registrant's  outstanding  common stock. The aggregate market value was computed
based on the closing  sale price of the  Registrant's  common stock on March 16,
1998, as reported on the NASDAQ National Market.

As of March 16, 1998,  there were 7,901,098  shares of the  Registrant's  voting
Common Stock,  $.01 par value per share  outstanding  and 296,638  shares of the
Registrant's  non-voting  Class  A  Common  Stock,  $.01  par  value  per  share
outstanding.





                                   SIGNATURES
                                   ----------



      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                             Sheridan Healthcare, Inc.
                                                   (Registrant)



Date:  April 16, 1998                        By:  /s/  Michael F. Schundler
                                                  -------------------------
                                                  Michael F. Schundler
                                                  Chief Financial Officer
                                                  (principal financial officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

          Signature                           Title                     Date

/s/ Mitchell Eisenberg, M.D.      Chairman of the Board,          April 16, 1998
- ----------------------------      President, Chief Executive
Mitchell Eisenberg, M.D.          Officer (Principal Executive
                                  Officer)
                                         

/s/ Lewis D. Gold, M.D.           Executive Vice President,       April 16, 1998
- ----------------------------      Director
Lewis D. Gold, M.D.         

/s/ Henry E. Golembesky, M.D.     Director                        April 16, 1998
- -----------------------------
Henry E. Golembesky, M.D.

/s/ Jamie Hopping                 Director                        April 16, 1998
- -----------------------------
Jamie Hopping

/s/ Neil A. Natkow, D.O.          Director                        April 16, 1998
- -----------------------------
Neil A. Natkow, D.O.

/s/ Michael F. Schundler          Chief Financial Officer         April 16, 1998
- -------------------------         (Principal Financial and
Michael F. Schundler               Accounting Officer)