<PAGE>   1


     As filed with the Securities and Exchange Commission on July 15, 1997.

                                            Registration No. 333-_______________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          FPA MEDICAL MANAGEMENT, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                      33-0604264
   ------------------------------                 ------------------------------
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)

     3636 Nobel Drive, Suite 200
        San Diego, California                                  92122
   ------------------------------                 ------------------------------
        (Address of Principal                               (Zip Code)
         Executive Offices)


             HEALTHCAP MANAGEMENT GROUP, INC. 1994 STOCK OPTION PLAN
      HEALTHCAP MANAGEMENT GROUP, INC. QUALITY CONSULTANT STOCK OPTION PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                                James A. Lebovitz
              Senior Vice President, General Counsel and Secretary
                          FPA Medical Management, Inc.
                           3636 Nobel Drive, Suite 200
                           San Diego, California 92122
                                 (619) 453-1000
                         ------------------------------
                          (Name, address and telephone
                          number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
     Title of              Amount            Proposed Maximum         Proposed            Amount of
   Securities To            To Be             Offering Price      Maximum Aggregate     Registration
   Be Registered         Registered            per Share(1)       Offering Price(1)          Fee
----------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>                <C>                   <C>
Common Stock,           407,256 shares            $26.50             $10,792,284           $2,159
par value $0.002
per share
----------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee on the
    basis of the average of the high and low prices for the Registrant's Common
    Stock as reported on the Nasdaq National Market on July 8, 1997, the latest
    practicable date prior to the filing of this Registration Statement.

         This Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.

<PAGE>   2



                                     PREFACE


         On June 30, 1997, HealthCap, Inc., a Delaware corporation 
("HealthCap"), was merged with and into FPA Acquisition Corp., a California
corporation ("Sub") and a wholly owned subsidiary of FPA Medical Management,
Inc., a Delaware corporation (the "Registrant"). Pursuant to an Agreement and
Plan of Merger among HealthCap, Sub and Registrant dated as of June 5, 1997 (the
"Agreement"), certain options (the "Options") issued and outstanding pursuant to
the following employee benefit plans of HealthCap (collectively, the "Plans")
were assumed by the Registrant:

         -  HealthCap Management Group, Inc. 1994 Stock Option Plan
         -  HealthCap Management Group, Inc. Quality Consultant Stock Option
            Plan


         The Registrant will not issue further options to acquire shares of the
Registrant's common stock, par value $0.002 ("Common Stock"), pursuant to the
Plans; rather, the purpose of this Registration Statement is solely to provide
for the registration of shares of Common Stock issuable upon the exercise of the
Options.


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


*ITEM 1. Plan Information.

*ITEM 2. Registrant Information and Employee Plan Annual Information.

-----------------------

* Information required by Part I to be contained in the Section 10(a) prospectus
  is omitted from this Registration Statement in accordance with Rule 428 under
  the Securities Act of 1933 and the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Certain Documents by Reference.

         The following documents, filed by the Registrant with the Securities
and Exchange Commission (the "SEC"), are incorporated by reference in this
Registration Statement:

         (a)      The Registrant's Annual Report on Form 10-K  as amended by
                  Form 10K/A, for the year ended December 31, 1996;

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 (the "Exchange Act") since
                  December 31, 1996; and

         (c)      The description of the Common Stock set forth in the
                  Registrant's Registration Statements pursuant to Section 12 of
                  the 1934 Act, including any amendment or report filed for the
                  purpose of updating such descriptions.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then


<PAGE>   3

remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  Description of Securities.

         Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

         Not applicable.

ITEM 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify its officers, directors, employees and
agents (or persons who have served, at the corporation's request, as officers,
directors, employees or agents of another corporation) against expenses,
including attorneys' fees, actually and reasonably incurred by any such person
in connection with the defense of any action or suit by reason of being or
having been an officer, director, employee or agent, if such person shall have
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful, except that if such action shall be by or in the right of
the corporation, no such indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery of the
State of Delaware, or the court in which the action or suit was brought, shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

    FPA's Certificate of Incorporation, as amended, has the following
indemnification provisions:

    "SEVENTH"

    A. Each person who was or is a party or is threatened to be made a party to
or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) actually and reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in Paragraph B hereof, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article SEVENTH shall be a contract right and
shall include the right to be paid by the Corporation the 


<PAGE>   4

expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article SEVENTH
or otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

    B. If a claim under Paragraph A of this Article SEVENTH is not paid in full
by the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of providing such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

    C. The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article SEVENTH shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

    D. The Corporation may maintain insurance, at its expense, to protect itself
and any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation
Law.

    FPA's By-laws similarly provide that FPA shall indemnify its officers and
directors to the fullest extent permitted by the General Corporation Law of
Delaware.

    In addition, FPA has entered into individual indemnification agreements (the
"Indemnification Agreements") with each of its directors. The general effect on
directors' liabilities is set forth in the provisions of the Indemnification
Agreements summarized below:

    Proceedings Other Than Proceedings by or in the Right of FPA. A director
shall be entitled to the rights of indemnification if, by reason of his position
with FPA, he is, or is threatened to be made, a party to any threatened,
pending, or completed proceeding, other than a proceeding by or in the right of
FPA. In such case, such director shall be indemnified against all expenses,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by



<PAGE>   5

him or on his behalf in connection with such proceeding or any claim, issue or
matter therein, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of FPA and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.

    Proceedings by or in the Right of Company. Generally, a director shall be
entitled to the rights of indemnification if, by reason of his position with
FPA, he is, or is threatened to be made, a party to any threatened, pending or
completed proceeding brought by or in the right of FPA to procure a judgment in
its favor. In such case, the director shall be indemnified against all expenses
actually and reasonably incurred by him or on his behalf in connection with such
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of FPA; provided, however, that if
applicable law so provides, no indemnification against such expenses shall be
made in respect of any claim, issue or matter in such proceeding as to which the
director shall have been adjudged to be liable to FPA unless and to the extent
that the Court of Chancery of the State of Delaware, or the court in which such
proceeding shall have been brought or is pending, shall determine that such
indemnification may be made.

    Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any other provision of the Indemnification Agreements, to the
extent that the director is, by reason of his position with FPA, a party to and
is successful, on the merits or otherwise, in any proceeding, he shall be
indemnified against all expenses actually and reasonably incurred by him or on
his behalf in connection therewith. If the director is not wholly successful in
such proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such proceeding, FPA shall
indemnify the director against all expenses actually and reasonably incurred by
him or on his behalf in connection with each successfully resolved claim, issue
or matter.

ITEM 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

         See Index to Exhibits.

ITEM 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i)  To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
         not apply if the informa-


<PAGE>   6

         tion required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and each filing of the Plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>   7


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on July 15, 1997.

                                      FPA MEDICAL MANAGEMENT, INC.

                                      By: /s/ James A. Lebovitz
                                          -------------------------------
                                          James A. Lebovitz
                                          Senior Vice President

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of July 15, 1997 by the following
persons in the capacities indicated. Each person whose signature appears below
hereby authorizes and appoints Seth Flam, Steven M. Lash or James A. Lebovitz,
and any one of them, as his or her attorney-in-fact, to sign and file on his or
her behalf, in the capacities stated below, any and all pre-effective amendments
and post-effective amendments to this Registration Statement.


<TABLE>
<CAPTION>
                      SIGNATURE                       TITLE                           DATE
      <S>                                  <C>                                     <C>

            /s/ Seth Flam                  President, Chief Executive              July 15, 1997
      ----------------------------         Officer and Director
                Seth Flam                  (Principal Executive
                                           Officer)

           /s/ Sol Lizerbram               Director and Chairman of the            July 15, 1997
      ----------------------------         Board of Directors
               Sol Lizerbram

          /s/ Steven M. Lash               Executive Vice President,               July 15, 1997
      ----------------------------         Chief Financial Officer
              Steven M. Lash               and Treasurer (Principal
                                           Financial Officer and Accounting
                                           Officer)

          /s/ Sheldon Derezin              Director                                July 15, 1997
      ----------------------------
              Sheldon Derezin

        /s/ Stephen J. Dresnick            Director and Vice Chairman              July 15, 1997
      ----------------------------         of the Board of Directors
            Stephen J. Dresnick

           /s/ Kevin Ellis                 Director                                July 15, 1997
      ----------------------------
               Kevin Ellis

         /s/ Michael Feinstein             Director                                July 15, 1997
      ----------------------------      
             Michael Feinstein 

          /s/ Howard Hassman               Director                                July 15, 1997
      ----------------------------
              Howard Hassman

      ----------------------------         Director
           Herbert A. Wertheim
</TABLE>





<PAGE>   8



INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit                                                            Sequentially
Number       Exhibit                                               Numbered Page
------       -------                                               -------------

<S>          <C>                                                        <C>
    *4.1     Registrant's Certificate of                                --
             Incorporation.

   **4.2     Registrant's Bylaws.                                       --


     5       Opinion of James A. Lebovitz
             regarding the legality of
             securities to be offered.

    23.1     Consent of Deloitte & Touche LLP,
             Independent Auditors.

    23.2     Consent of Coopers & Lybrand L.L.P.,
             Independent Auditors

    23.3     Consent of Ernst & Young LLP,
             Independent Auditors

    23.4     Consent of James A. Lebovitz                               --
             (included as part of Exhibit 5).

    24.1     Power of Attorney for Members of
             the Board of Directors of
             Registrant (included on signature page).

    99.1     HealthCap Management Group, Inc. 1994
             Stock Option Plan.

    99.2     HealthCap Management Group, Inc.
             Quality Consultant Stock Option Plan.
</TABLE>

---------

 * Incorporated by reference from Registrant's Registration Statement on
   Form S-1, Registration Number 33-97456.

** Incorporated by reference from Registrant's Annual Report on Form 10-K/A,
   filed with the Commission on April 29, 1997 .
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR FPA MEDICAL MANAGEMENT", "secsgml_size_bytes": 25943}]
{"company-data": {"conformed-name": "FPA MEDICAL MANAGEMENT INC", "cik": "0000920173", "assigned-sic": "8050", "irs-number": "330604264", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31341", "film-number": "97641101"}, "business-address": {"street1": "2878 CAMINO DEL RIO S STE 301", "city": "SAN DIEGO", "state": "CA", "zip": "92108", "phone": "6192957005"}, "mail-address": {"street1": "2878 CAMINO DEL RIO S #301", "city": "SAN DIEGO", "state": "CA", "zip": "92108"}}
1

     As filed with the Securities and Exchange Commission on July 15, 1997.

                                            Registration No. 333-_______________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          FPA MEDICAL MANAGEMENT, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                      33-0604264
   ------------------------------                 ------------------------------
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)

     3636 Nobel Drive, Suite 200
        San Diego, California                                  92122
   ------------------------------                 ------------------------------
        (Address of Principal                               (Zip Code)
         Executive Offices)

             HEALTHCAP MANAGEMENT GROUP, INC. 1994 STOCK OPTION PLAN
      HEALTHCAP MANAGEMENT GROUP, INC. QUALITY CONSULTANT STOCK OPTION PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                                James A. Lebovitz
              Senior Vice President, General Counsel and Secretary
                          FPA Medical Management, Inc.
                           3636 Nobel Drive, Suite 200
                           San Diego, California 92122
                                 (619) 453-1000
                         ------------------------------
                          (Name, address and telephone
                          number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
     Title of              Amount            Proposed Maximum         Proposed            Amount of
   Securities To            To Be             Offering Price      Maximum Aggregate     Registration
   Be Registered         Registered            per Share(1)       Offering Price(1)          Fee
----------------------------------------------------------------------------------------------------
Common Stock,           407,256 shares            $26.50             $10,792,284           $2,159
par value $0.002
per share
----------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee on the
    basis of the average of the high and low prices for the Registrant's Common
    Stock as reported on the Nasdaq National Market on July 8, 1997, the latest
    practicable date prior to the filing of this Registration Statement.

         This Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
2

                                     PREFACE

         On June 30, 1997, HealthCap, Inc., a Delaware corporation 
("HealthCap"), was merged with and into FPA Acquisition Corp., a California
corporation ("Sub") and a wholly owned subsidiary of FPA Medical Management,
Inc., a Delaware corporation (the "Registrant"). Pursuant to an Agreement and
Plan of Merger among HealthCap, Sub and Registrant dated as of June 5, 1997 (the
"Agreement"), certain options (the "Options") issued and outstanding pursuant to
the following employee benefit plans of HealthCap (collectively, the "Plans")
were assumed by the Registrant:

         -  HealthCap Management Group, Inc. 1994 Stock Option Plan
         -  HealthCap Management Group, Inc. Quality Consultant Stock Option
            Plan

         The Registrant will not issue further options to acquire shares of the
Registrant's common stock, par value $0.002 ("Common Stock"), pursuant to the
Plans; rather, the purpose of this Registration Statement is solely to provide
for the registration of shares of Common Stock issuable upon the exercise of the
Options.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

*ITEM 1. Plan Information.

*ITEM 2. Registrant Information and Employee Plan Annual Information.

-----------------------

* Information required by Part I to be contained in the Section 10(a) prospectus
  is omitted from this Registration Statement in accordance with Rule 428 under
  the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Certain Documents by Reference.

         The following documents, filed by the Registrant with the Securities
and Exchange Commission (the "SEC"), are incorporated by reference in this
Registration Statement:

         (a)      The Registrant's Annual Report on Form 10-K  as amended by
                  Form 10K/A, for the year ended December 31, 1996;

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 (the "Exchange Act") since
                  December 31, 1996; and

         (c)      The description of the Common Stock set forth in the
                  Registrant's Registration Statements pursuant to Section 12 of
                  the 1934 Act, including any amendment or report filed for the
                  purpose of updating such descriptions.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
3

remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  Description of Securities.

         Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

         Not applicable.

ITEM 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify its officers, directors, employees and
agents (or persons who have served, at the corporation's request, as officers,
directors, employees or agents of another corporation) against expenses,
including attorneys' fees, actually and reasonably incurred by any such person
in connection with the defense of any action or suit by reason of being or
having been an officer, director, employee or agent, if such person shall have
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful, except that if such action shall be by or in the right of
the corporation, no such indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery of the
State of Delaware, or the court in which the action or suit was brought, shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

    FPA's Certificate of Incorporation, as amended, has the following
indemnification provisions:

    "SEVENTH"

    A. Each person who was or is a party or is threatened to be made a party to
or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) actually and reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in Paragraph B hereof, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article SEVENTH shall be a contract right and
shall include the right to be paid by the Corporation the
4

expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article SEVENTH
or otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

    B. If a claim under Paragraph A of this Article SEVENTH is not paid in full
by the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of providing such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

    C. The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article SEVENTH shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

    D. The Corporation may maintain insurance, at its expense, to protect itself
and any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation
Law.

    FPA's By-laws similarly provide that FPA shall indemnify its officers and
directors to the fullest extent permitted by the General Corporation Law of
Delaware.

    In addition, FPA has entered into individual indemnification agreements (the
"Indemnification Agreements") with each of its directors. The general effect on
directors' liabilities is set forth in the provisions of the Indemnification
Agreements summarized below:

    Proceedings Other Than Proceedings by or in the Right of FPA. A director
shall be entitled to the rights of indemnification if, by reason of his position
with FPA, he is, or is threatened to be made, a party to any threatened,
pending, or completed proceeding, other than a proceeding by or in the right of
FPA. In such case, such director shall be indemnified against all expenses,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by
5

him or on his behalf in connection with such proceeding or any claim, issue or
matter therein, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of FPA and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.

    Proceedings by or in the Right of Company. Generally, a director shall be
entitled to the rights of indemnification if, by reason of his position with
FPA, he is, or is threatened to be made, a party to any threatened, pending or
completed proceeding brought by or in the right of FPA to procure a judgment in
its favor. In such case, the director shall be indemnified against all expenses
actually and reasonably incurred by him or on his behalf in connection with such
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of FPA; provided, however, that if
applicable law so provides, no indemnification against such expenses shall be
made in respect of any claim, issue or matter in such proceeding as to which the
director shall have been adjudged to be liable to FPA unless and to the extent
that the Court of Chancery of the State of Delaware, or the court in which such
proceeding shall have been brought or is pending, shall determine that such
indemnification may be made.

    Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any other provision of the Indemnification Agreements, to the
extent that the director is, by reason of his position with FPA, a party to and
is successful, on the merits or otherwise, in any proceeding, he shall be
indemnified against all expenses actually and reasonably incurred by him or on
his behalf in connection therewith. If the director is not wholly successful in
such proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such proceeding, FPA shall
indemnify the director against all expenses actually and reasonably incurred by
him or on his behalf in connection with each successfully resolved claim, issue
or matter.

ITEM 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

         See Index to Exhibits.

ITEM 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i)  To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
         not apply if the informa-
6

         tion required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and each filing of the Plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on July 15, 1997.

                                      FPA MEDICAL MANAGEMENT, INC.

                                      By: /s/ James A. Lebovitz
                                          -------------------------------
                                          James A. Lebovitz
                                          Senior Vice President

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of July 15, 1997 by the following
persons in the capacities indicated. Each person whose signature appears below
hereby authorizes and appoints Seth Flam, Steven M. Lash or James A. Lebovitz,
and any one of them, as his or her attorney-in-fact, to sign and file on his or
her behalf, in the capacities stated below, any and all pre-effective amendments
and post-effective amendments to this Registration Statement.
SIGNATURE                       TITLE                           DATE
/s/ Seth Flam                  President, Chief Executive              July 15, 1997
      ----------------------------         Officer and Director
                Seth Flam                  (Principal Executive
                                           Officer)

           /s/ Sol Lizerbram               Director and Chairman of the            July 15, 1997
      ----------------------------         Board of Directors
               Sol Lizerbram

          /s/ Steven M. Lash               Executive Vice President,               July 15, 1997
      ----------------------------         Chief Financial Officer
              Steven M. Lash               and Treasurer (Principal
                                           Financial Officer and Accounting
                                           Officer)

          /s/ Sheldon Derezin              Director                                July 15, 1997
      ----------------------------
              Sheldon Derezin

        /s/ Stephen J. Dresnick            Director and Vice Chairman              July 15, 1997
      ----------------------------         of the Board of Directors
            Stephen J. Dresnick

           /s/ Kevin Ellis                 Director                                July 15, 1997
      ----------------------------
               Kevin Ellis

         /s/ Michael Feinstein             Director                                July 15, 1997
      ----------------------------      
             Michael Feinstein 

          /s/ Howard Hassman               Director                                July 15, 1997
      ----------------------------
              Howard Hassman

      ----------------------------         Director
           Herbert A. Wertheim
8

INDEX TO EXHIBITS
Exhibit                                                            Sequentially
Number       Exhibit                                               Numbered Page
------       -------                                               -------------
*4.1     Registrant's Certificate of                                --
             Incorporation.

   **4.2     Registrant's Bylaws.                                       --

     5       Opinion of James A. Lebovitz
             regarding the legality of
             securities to be offered.

    23.1     Consent of Deloitte & Touche LLP,
             Independent Auditors.

    23.2     Consent of Coopers & Lybrand L.L.P.,
             Independent Auditors

    23.3     Consent of Ernst & Young LLP,
             Independent Auditors

    23.4     Consent of James A. Lebovitz                               --
             (included as part of Exhibit 5).

    24.1     Power of Attorney for Members of
             the Board of Directors of
             Registrant (included on signature page).

    99.1     HealthCap Management Group, Inc. 1994
             Stock Option Plan.

    99.2     HealthCap Management Group, Inc.
             Quality Consultant Stock Option Plan.
---------

 * Incorporated by reference from Registrant's Registration Statement on
   Form S-1, Registration Number 33-97456.

** Incorporated by reference from Registrant's Annual Report on Form 10-K/A,
   filed with the Commission on April 29, 1997 .