content: <PAGE>  1
                 SECURITIES AND EXCHANGE COMMISSION
    
                      Washington, D.C.  20549
    
                           FORM 8-K
    
                         CURRENT REPORT
    
    
                 PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934
    
    
    Date of Report (Date of earliest event reported) - May 31, 1996
    
                 Sterling Healthcare Group, Inc.
       (Exact name of registrant as specified in its charter)
    
       Florida                 1-13074            65-0337205
    (State or other juris-  (Commission File   (IRS Employer
    diction of incorporation)   Number)    Identification No.)
    
            6855 South Red Road, Suite 400
            Coral Gables, Florida                     33134    
       (Address or principal executive offices)     (Zip Code)
    
    
    Registrant's telephone number, including area code:
    (305) 665-1911
    
    
                           None
    (Former name or former address, if changed since last report)
      <PAGE>
  <PAGE>  2
    
    Item 1. Changes in Control of Registrant
    
            Not Applicable
    
    Item 2. Acquisition or Disposition of Assets
    
            Not Applicable
    
    Item 3. Bankruptcy or Receivership
    
            Not Applicable
    
    Item 4. Changes in Registrant's Certifying Accountant
    
            Not Applicable
    
    Item 5. Other Events
    
            On May 31, 1996, the day of the Annual Meeting of
    Shareholders of Sterling Healthcare Group, Inc. (the "Company"), Henry
    O. Harper, Jr. M.D. informed the Company that he would not stand for
    re-election to the Company's Board of Directors.  A copy of Dr.
    Harper's letter to the Company is attached as Exhibit "1".
    
            At the Annual Meeting of Shareholders the following persons
    were elected to serve as directors of the Company for a period of one
    year and until their successors are elected and qualified: Stephen J.
    Dresnick, M.D., Paul Auerbach, M.D., Herbert A. Wertheim, O.D., Diane
    Horner, R.N., Ed.D, Glenn Halpryn and Mel Gotlieb.
    
    
    Item 6. Resignations of Registrant's Directors
    
            Not Applicable
    
    Item 7. Financial Statements and Exhibits
    
            (a)  Financial statements of business acquired
    
                 None
    
            (b)  Pro forma financial information
    
                 None
    
            (c)  Exhibits
    
                 (1)  Letter dated May 29, 1996 from Henry O. Harper,
                      Jr., M.D.
    
    Item 8. Change in Fiscal Year
    
            Not Applicable
    
    
    
    
    
    
    <PAGE>  3
                           SIGNATURES
    
       Pursuant to the requirements of the Securities Exchange Act of
    1934, the registrant has duly caused this report to be signed on its
    behalf by the undersigned hereunto duly authorized.
    
    
                              STERLING HEALTHCARE GROUP, INC.
                              (Registrant)
    
    
    
    Dated: June 5, 1996       By:/s/ Jack S. Greenman      
                                Jack S. Greenman
                                Chief Financial Officer
    
    
    
    
    <PAGE>  4
                      LIST OF EXHIBITS
    
       (1)  Letter dated May 29, 1996 from Henry O. Harper, Jr., M.D.
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text: 1
                 SECURITIES AND EXCHANGE COMMISSION
    
                      Washington, D.C.  20549
    
                           FORM 8-K
    
                         CURRENT REPORT
    
    
                 PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934
    
    
    Date of Report (Date of earliest event reported) - May 31, 1996
    
                 Sterling Healthcare Group, Inc.
       (Exact name of registrant as specified in its charter)
    
       Florida                 1-13074            65-0337205
    (State or other juris-  (Commission File   (IRS Employer
    diction of incorporation)   Number)    Identification No.)
    
            6855 South Red Road, Suite 400
            Coral Gables, Florida                     33134    
       (Address or principal executive offices)     (Zip Code)
    
    
    Registrant's telephone number, including area code:
    (305) 665-1911
    
    
                           None
    (Former name or former address, if changed since last report)
  2
    
    Item 1. Changes in Control of Registrant
    
            Not Applicable
    
    Item 2. Acquisition or Disposition of Assets
    
            Not Applicable
    
    Item 3. Bankruptcy or Receivership
    
            Not Applicable
    
    Item 4. Changes in Registrant's Certifying Accountant
    
            Not Applicable
    
    Item 5. Other Events
    
            On May 31, 1996, the day of the Annual Meeting of
    Shareholders of Sterling Healthcare Group, Inc. (the "Company"), Henry
    O. Harper, Jr. M.D. informed the Company that he would not stand for
    re-election to the Company's Board of Directors.  A copy of Dr.
    Harper's letter to the Company is attached as Exhibit "1".
    
            At the Annual Meeting of Shareholders the following persons
    were elected to serve as directors of the Company for a period of one
    year and until their successors are elected and qualified: Stephen J.
    Dresnick, M.D., Paul Auerbach, M.D., Herbert A. Wertheim, O.D., Diane
    Horner, R.N., Ed.D, Glenn Halpryn and Mel Gotlieb.
    
    
    Item 6. Resignations of Registrant's Directors
    
            Not Applicable
    
    Item 7. Financial Statements and Exhibits
    
            (a)  Financial statements of business acquired
    
                 None
    
            (b)  Pro forma financial information
    
                 None
    
            (c)  Exhibits
    
                 (1)  Letter dated May 29, 1996 from Henry O. Harper,
                      Jr., M.D.
    
    Item 8. Change in Fiscal Year
    
            Not Applicable
  3
                           SIGNATURES
    
       Pursuant to the requirements of the Securities Exchange Act of
    1934, the registrant has duly caused this report to be signed on its
    behalf by the undersigned hereunto duly authorized.
    
    
                              STERLING HEALTHCARE GROUP, INC.
                              (Registrant)
    
    
    
    Dated: June 5, 1996       By:/s/ Jack S. Greenman      
                                Jack S. Greenman
                                Chief Financial Officer
  4
                      LIST OF EXHIBITS
    
       (1)  Letter dated May 29, 1996 from Henry O. Harper, Jr., M.D.