UNITED STATES
                       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): July 22, 1997

                        Merit Behavioral Care Corporation
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)


33-80987                                                      22-3236927
(Commission                                                 (IRS Employer
File Number)                                             Identification No.)


                 One Maynard Drive, Park Ridge, New Jersey    07656
               (Address of Principal Executive Offices)    (Zip Code)

                                (201) 391-8700
              (Registrant's telephone number, including area code)

                                       N/A
     (Former Name or Former Address, if Changed Since Last Report)



<PAGE>



ITEM 5.   OTHER EVENTS

         Merit Behavioral Care Corporation,  one of the nation's largest managed
behavioral  healthcare  organizations,  has announced a corporate  restructuring
effective August 1, 1997 as described in the attached press release.


<PAGE>



                                   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.

                                             MERIT BEHAVIORAL CARE CORPORATION


                                              /s/ Arthur H. Halper
                                             -------------------------------
                                              Arthur H. Halper
                                              Executive Vice President and
                                              Chief Financial Officer


Date: July 29, 1997



<PAGE>




FOR IMMEDIATE RELEASE                                 Contact: Mafalda Arena
                                                               201/782-3260

               MERIT BEHAVIORAL CARE REORGANIZES TO MEET EXPANSION
                            OPPORTUNITIES CREATED BY
                        INTERNAL GROWTH AND ACQUISITIONS

        Arthur H. Halper Named President and Chief Operating Officer
        Richard C. Surles Named President, Advanced Clinical Delivery
         David Stone Named President, Employer & Union Division
 John A. Budnick Named Executive Vice President and Chief Financial Officer

Park Ridge,  NJ -- July 22, 1997 -- In an effort to better meet the needs of its
growing and diverse customer base, Merit Behavioral Care Corporation  (MBC), one
of  the  nation's  largest  managed  behavioral  healthcare  organizations,  has
announced a corporate  restructuring.  The reorganization also comes as a result
of the opportunities  presented by the recently  announced  agreement to acquire
CMG Health, Inc., another major behavioral health managed care company.

Three new  operating  divisions  will be created  under the  restructuring:  the
Employer and Union Markets Division,  HMO/Insurance Markets Division, and Public
Sector  Markets  Division.  The  expansion of MBC's  business in these  industry
segments  has resulted in the need for  dedicated  resources to focus on service
and quality for MBC's varied customers in each of these markets. Previously, the
company had been  organized  to handle  business and  clinical  operations  on a
functional basis.

In the new structure,  Arthur H. Halper has been promoted to President and Chief
Operating  Officer  (COO) of MBC and will continue to report to MBC Chairman and
Chief  Executive  Officer,  Albert S. Waxman,  Ph.D..  Mr.  Halper had served as
Executive Vice President and Chief Financial Officer (CFO) since December, 1994.
Reporting to Mr. Halper will be the new  HMO/Insurance  Markets and the Employer
and Union  Markets  operating  divisions.  Mr.  Halper also will  oversee  MBC's
Business  Operations  unit,  which  includes the company's  network  management,
information systems and claims administration  functions, as well as finance and
human resources.

Before  assuming  his  responsibilities  as CFO for MBC,  Mr.  Halper  served as
Executive Vice President of Mergers and Acquisitions and Corporate Regional Vice
President  of MBC's East  Region,  where he was  responsible  for the  company's
operations in that area. He began his work in the behavioral  health industry in
1990 as COO of  Achievement  & Guidance  Centers of  America  (AGCA),  which was
acquired  by MBC in 1992.  Prior to joining  MBC,  Mr.  Halper  held  operating,
finance  and  management  positions  with  various  companies  in other  service
industries, as well as serving as an auditor with Coopers & Lybrand. Mr. Halper,
a  certified  public  accountant   (C.P.A.),   received  his  B.A.  in  Business
Administration from Rutgers University. He resides in Voorhees, NJ.

Additionally, Richard C. Surles, Ph.D. now assumes the newly-created position of


<PAGE>



President, Advanced Clinical Delivery and will continue to report to Dr. Waxman.
Dr. Surles will have  responsibility for the new Corporate  Clinical  Operations
Division,  which  oversees  all  clinical  systems and  standards  for the three
operating  divisions.  He also will be  responsible  for the  development of new
clinical  products and care  delivery  approaches,  and will lead the  Company's
efforts to secure national behavioral health organization accreditation from the
National  Committee for Quality  Assurance  (NCQA).  Chief Medical  Officer John
Docherty,  M.D.  will  report to Dr.  Surles and manage the  Corporate  Clinical
Operations  unit.  Dr.  Surles also will serve as MBC's Chief  Executive for the
Public Sector Market  Division which  represents  the broadest  challenge in the
managed care industry  today.  Under Dr.  Surles'  leadership,  MBC will achieve
consistency in clinical policy and procedures across all operating divisions and
geographical markets,  while allowing for the flexibility to meet the unique and
specific clinical demands of each market.

Dr.  Surles  joined MBC in 1995 as Executive  Vice  President of Service  System
Development,  leading MBC's service delivery and systems designs efforts for its
growing  Medicaid  business.  Dr. Surles moved to the position of Executive Vice
President,  Operations in late 1995.  From 1987 through 1994, Dr. Surles was New
York State's  Commissioner of Mental Health,  responsible for the largest public
mental  health  system in the  United  States.  Before  coming  to New York,  he
directed Mental  Health/Mental  Retardation  services for the City and County of
Philadelphia.   Previously,   Dr.  Surles  was  the  commissioner  of  Vermont's
Department of Mental Health and also held a variety of positions  with the North
Carolina Division of Mental Health. He earned his Ph.D. in Administration with a
specialization in organizational behavior from the University of North Carolina.

Executive Vice President of Sales and Marketing David Stone becomes President of
MBC's newly-created  Employer and Union Markets Division, and will report to Mr.
Halper. Corporate, union and government accounts will fall within this division.
Mr.  Stone,  an MBC  executive  since 1992,  was  formerly  the Chief  Marketing
Officer,  and later  President,  of Personal  Performance  Consultants  (PPC), a
wholly-owned  subsidiary of MBC. Previously,  Mr. Stone was president of Assured
Health  Systems of Rye, NY, and Corporate Vice President for Marketing and Sales
for Preferred  Health Care of Wilton,  CT.,  where he also served as director of
clinical  operations.  Before  joining  Preferred  in 1985,  Mr.  Stone had been
admissions  director at the New York University School of Social Work. Mr. Stone
earned his B.A. at New York University,  an M.S.W. at Columbia University and an
M.B.A. at Pace University in New York.

Executive Vice President, Finance John A. Budnick has been promoted to Executive
Vice  President and Chief  Financial  Officer and will continue to report to Mr.
Halper.  Mr.  Budnick  joined MBC in 1994 with  responsibilities  for  financial
systems and  operations  for all of MBC's  divisions.  Previously,  he served as
Director of  Financial  Planning for Medco  Containment  Services,  Inc.,  was a
controller  for Graphic  Scanning  Corp.,  and worked as an accountant at Arthur
Anderson  &  Co.  Mr.  Budnick,   a  C.P.A.,   received  his  B.A.  in  Business
Administration from Georgetown University. He resides in Morganville, NJ.

"The pending CMG  acquisition  and the rapid  growth of our business  across all
markets  has MBC  poised  to  assume  an  even  greater  leadership  role in the
industry.  This restructuring will allow us to capitalize on this opportunity to
provide higher  quality,  more  responsive  services,"  noted Dr. Waxman.  "Art,
Richard,  David and John have been  instrumental in MBC's success to date, and I
am confident that their contributions in their new roles will be enormously


<PAGE>


beneficial to MBC as we move forward."

"This reorganization will enable us to bring our corporate resources together in
a more strategic fashion, combining our sales and marketing, operations, account
management  and financial  expertise  into focused  operating  divisions to best
serve our customers,"  added Mr. Halper.  "Each operating unit will be dedicated
to  providing a  comprehensive  array of  services to a specific  segment of our
client base."

All  personnel   changes  are  effective  August  1,  1997,  and  the  corporate
reorganization  will be completed by October 1, 1997. It is anticipated that the
newly-created  positions of Public Sector  Markets  President and  HMO/Insurance
Markets President also will be filled during this transition period.

MBC currently  provides  mental health and substance abuse services and employee
assistance programs to more than 18 million people and 800 clients across all 50
states  through a national  network of 36,000  staff and network  providers  and
facilities.  Clients include  corporations,  union trusts,  insurance  carriers,
HMOs, Blue Cross Blue Shield organizations and government entities.

 
<PAGE>
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UNITED STATES
                       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): July 22, 1997

                        Merit Behavioral Care Corporation
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

33-80987                                                      22-3236927
(Commission                                                 (IRS Employer
File Number)                                             Identification No.)

                 One Maynard Drive, Park Ridge, New Jersey    07656
               (Address of Principal Executive Offices)    (Zip Code)

                                (201) 391-8700
              (Registrant's telephone number, including area code)

                                       N/A
     (Former Name or Former Address, if Changed Since Last Report)
ITEM 5.   OTHER EVENTS

         Merit Behavioral Care Corporation,  one of the nation's largest managed
behavioral  healthcare  organizations,  has announced a corporate  restructuring
effective August 1, 1997 as described in the attached press release.
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.

                                             MERIT BEHAVIORAL CARE CORPORATION

                                              /s/ Arthur H. Halper
                                             -------------------------------
                                              Arthur H. Halper
                                              Executive Vice President and
                                              Chief Financial Officer

Date: July 29, 1997
FOR IMMEDIATE RELEASE                                 Contact: Mafalda Arena
                                                               201/782-3260

               MERIT BEHAVIORAL CARE REORGANIZES TO MEET EXPANSION
                            OPPORTUNITIES CREATED BY
                        INTERNAL GROWTH AND ACQUISITIONS

        Arthur H. Halper Named President and Chief Operating Officer
        Richard C. Surles Named President, Advanced Clinical Delivery
         David Stone Named President, Employer & Union Division
 John A. Budnick Named Executive Vice President and Chief Financial Officer

Park Ridge,  NJ -- July 22, 1997 -- In an effort to better meet the needs of its
growing and diverse customer base, Merit Behavioral Care Corporation  (MBC), one
of  the  nation's  largest  managed  behavioral  healthcare  organizations,  has
announced a corporate  restructuring.  The reorganization also comes as a result
of the opportunities  presented by the recently  announced  agreement to acquire
CMG Health, Inc., another major behavioral health managed care company.

Three new  operating  divisions  will be created  under the  restructuring:  the
Employer and Union Markets Division,  HMO/Insurance Markets Division, and Public
Sector  Markets  Division.  The  expansion of MBC's  business in these  industry
segments  has resulted in the need for  dedicated  resources to focus on service
and quality for MBC's varied customers in each of these markets. Previously, the
company had been  organized  to handle  business and  clinical  operations  on a
functional basis.

In the new structure,  Arthur H. Halper has been promoted to President and Chief
Operating  Officer  (COO) of MBC and will continue to report to MBC Chairman and
Chief  Executive  Officer,  Albert S. Waxman,  Ph.D..  Mr.  Halper had served as
Executive Vice President and Chief Financial Officer (CFO) since December, 1994.
Reporting to Mr. Halper will be the new  HMO/Insurance  Markets and the Employer
and Union  Markets  operating  divisions.  Mr.  Halper also will  oversee  MBC's
Business  Operations  unit,  which  includes the company's  network  management,
information systems and claims administration  functions, as well as finance and
human resources.

Before  assuming  his  responsibilities  as CFO for MBC,  Mr.  Halper  served as
Executive Vice President of Mergers and Acquisitions and Corporate Regional Vice
President  of MBC's East  Region,  where he was  responsible  for the  company's
operations in that area. He began his work in the behavioral  health industry in
1990 as COO of  Achievement  & Guidance  Centers of  America  (AGCA),  which was
acquired  by MBC in 1992.  Prior to joining  MBC,  Mr.  Halper  held  operating,
finance  and  management  positions  with  various  companies  in other  service
industries, as well as serving as an auditor with Coopers & Lybrand. Mr. Halper,
a  certified  public  accountant   (C.P.A.),   received  his  B.A.  in  Business
Administration from Rutgers University. He resides in Voorhees, NJ.

Additionally, Richard C. Surles, Ph.D. now assumes the newly-created position of
President, Advanced Clinical Delivery and will continue to report to Dr. Waxman.
Dr. Surles will have  responsibility for the new Corporate  Clinical  Operations
Division,  which  oversees  all  clinical  systems and  standards  for the three
operating  divisions.  He also will be  responsible  for the  development of new
clinical  products and care  delivery  approaches,  and will lead the  Company's
efforts to secure national behavioral health organization accreditation from the
National  Committee for Quality  Assurance  (NCQA).  Chief Medical  Officer John
Docherty,  M.D.  will  report to Dr.  Surles and manage the  Corporate  Clinical
Operations  unit.  Dr.  Surles also will serve as MBC's Chief  Executive for the
Public Sector Market  Division which  represents  the broadest  challenge in the
managed care industry  today.  Under Dr.  Surles'  leadership,  MBC will achieve
consistency in clinical policy and procedures across all operating divisions and
geographical markets,  while allowing for the flexibility to meet the unique and
specific clinical demands of each market.

Dr.  Surles  joined MBC in 1995 as Executive  Vice  President of Service  System
Development,  leading MBC's service delivery and systems designs efforts for its
growing  Medicaid  business.  Dr. Surles moved to the position of Executive Vice
President,  Operations in late 1995.  From 1987 through 1994, Dr. Surles was New
York State's  Commissioner of Mental Health,  responsible for the largest public
mental  health  system in the  United  States.  Before  coming  to New York,  he
directed Mental  Health/Mental  Retardation  services for the City and County of
Philadelphia.   Previously,   Dr.  Surles  was  the  commissioner  of  Vermont's
Department of Mental Health and also held a variety of positions  with the North
Carolina Division of Mental Health. He earned his Ph.D. in Administration with a
specialization in organizational behavior from the University of North Carolina.

Executive Vice President of Sales and Marketing David Stone becomes President of
MBC's newly-created  Employer and Union Markets Division, and will report to Mr.
Halper. Corporate, union and government accounts will fall within this division.
Mr.  Stone,  an MBC  executive  since 1992,  was  formerly  the Chief  Marketing
Officer,  and later  President,  of Personal  Performance  Consultants  (PPC), a
wholly-owned  subsidiary of MBC. Previously,  Mr. Stone was president of Assured
Health  Systems of Rye, NY, and Corporate Vice President for Marketing and Sales
for Preferred  Health Care of Wilton,  CT.,  where he also served as director of
clinical  operations.  Before  joining  Preferred  in 1985,  Mr.  Stone had been
admissions  director at the New York University School of Social Work. Mr. Stone
earned his B.A. at New York University,  an M.S.W. at Columbia University and an
M.B.A. at Pace University in New York.

Executive Vice President, Finance John A. Budnick has been promoted to Executive
Vice  President and Chief  Financial  Officer and will continue to report to Mr.
Halper.  Mr.  Budnick  joined MBC in 1994 with  responsibilities  for  financial
systems and  operations  for all of MBC's  divisions.  Previously,  he served as
Director of  Financial  Planning for Medco  Containment  Services,  Inc.,  was a
controller  for Graphic  Scanning  Corp.,  and worked as an accountant at Arthur
Anderson  &  Co.  Mr.  Budnick,   a  C.P.A.,   received  his  B.A.  in  Business
Administration from Georgetown University. He resides in Morganville, NJ.

"The pending CMG  acquisition  and the rapid  growth of our business  across all
markets  has MBC  poised  to  assume  an  even  greater  leadership  role in the
industry.  This restructuring will allow us to capitalize on this opportunity to
provide higher  quality,  more  responsive  services,"  noted Dr. Waxman.  "Art,
Richard,  David and John have been  instrumental in MBC's success to date, and I
am confident that their contributions in their new roles will be enormously
beneficial to MBC as we move forward."

"This reorganization will enable us to bring our corporate resources together in
a more strategic fashion, combining our sales and marketing, operations, account
management  and financial  expertise  into focused  operating  divisions to best
serve our customers,"  added Mr. Halper.  "Each operating unit will be dedicated
to  providing a  comprehensive  array of  services to a specific  segment of our
client base."

All  personnel   changes  are  effective  August  1,  1997,  and  the  corporate
reorganization  will be completed by October 1, 1997. It is anticipated that the
newly-created  positions of Public Sector  Markets  President and  HMO/Insurance
Markets President also will be filled during this transition period.

MBC currently  provides  mental health and substance abuse services and employee
assistance programs to more than 18 million people and 800 clients across all 50
states  through a national  network of 36,000  staff and network  providers  and
facilities.  Clients include  corporations,  union trusts,  insurance  carriers,
HMOs, Blue Cross Blue Shield organizations and government entities.