As  filed  with the Securities and Exchange Commission on November 5,
1996.                                Registration No. 333-            
                                                                      
                                                                     
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM S-8

                   REGISTRATION STATEMENT UNDER THE
                        SECURITIES ACT OF 1933


                    Physicians Resource Group, Inc.
        (Exact name of registrant as specified in its charter)
            Delaware                       76-0456864
  (State or other jurisdiction          (I.R.S. Employer
       of incorporation or           Identification Number)
          organization)

      Three Lincoln Centre
        5430 LBJ Freeway
           Suite 1540
          Dallas, Texas                       75240
      (Address of principal                (Zip Code)
       executive offices)
                                             

                    PHYSICIANS RESOURCE GROUP, INC.
                     EMPLOYEE STOCK PURCHASE PLAN
                       (Full title of the Plan)

                            Emmett E. Moore
                        Chief Executive Officer
                         Three Lincoln Centre
                           5430 LBJ Freeway
                              Suite 1540
                          Dallas, Texas 75240
                            (972) 982-8200
           (Name, Address, including zip code and telephone
           number, including area code, of agent of service)
                      ___________________________
                              COPIES TO:
       RICHARD J. D'AMICO              JAMES S. RYAN, III
   Physicians Resource Group,       Jackson & Walker, L.L.P.
              Inc.                 901 Main Street, Suite 6000
      Three Lincoln Centre            Dallas, Texas   75202
        5430 LBJ Freeway
           Suite 1540
       Dallas, Texas 75240
          APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
                         PURSUANT TO THE PLAN:
From time to time after this Registration Statement becomes effective.
<PAGE>
<TABLE>
                    CALCULATION OF REGISTRATION FEE

  Title of                   Proposed      Proposed
 Securities  Amount to be     Maximum       Maximum     Amount of
    to be     Registered     Offering      Aggregate  Registration
 Registered                  Price Per     Offering        Fee
                             Share(1)      Price (1)
 <S>           <C>           <C>          <C>           <C>
 Common
 Stock,        1,000,000     $26.50       $26,500,000   $8,030.30
 $.01 par       shares
 value
</TABLE>
(1)  Estimated  solely for the purpose of calculating the registration
     fee.    Pursuant  to Rule 457(h)(1) and Rule 457(c), the offering
     price  and  registration  fee  are  computed  on the basis of the
     average  high and low prices of the Common Stock as listed on the
     New York Stock Exchange on October 29, 1996.
<PAGE>
                              PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents, which have been filed with the Commission
by  the  Company, are incorporated herein by reference and made a part
hereof:    (i)  Annual Report on Form 10-K for the year ended December
31,  1995  (as  amended by Annual Report on Form 10-K/A filed on April
30, 1996); (ii) Current Report on Form 8-K dated February 14, 1996 (as
amended  by  Current  Report  on  Form 8-K/A filed on April 12, 1996);
(iii)  Current  Report  on Form 8-K dated March 18, 1996; (iv) Current
Report  on Form 8-K dated March 18, 1996; (v) Quarterly Report on Form
10-Q for the quarter ended March 31, 1996; (vi) Current Report on Form
8-K  dated  April 18, 1996 (as amended by Current Report on Form 8-K/A
filed  on  May  10, 1996); (vii) Quarterly Report on Form 10-Q for the
quarter  ended  June 30, 1996; (viii) Current Report on Form 8-K dated
June  30,  1996  (as  amended by Current Report on Form 8-K/A filed on
July 17, 1996); (ix) Current Report on Form 8-K dated August 13, 1996;
(x)  Current  Report  on Form 8-K dated August 30, 1996 (as amended by
Current  Report  on  Form  8-K/A  filed  on  September 24, 1996); (xi)
Current  Report  on  Form  8-K  dated  October  7, 1996 (as amended by
Current Report on Form 8-K/A filed on October 30, 1996); (xii) Current
Report on Form 8-K dated October 9, 1996 (as amended by Current Report
on  Form  8-K/A  filed  on  October  30,  1996);  (xiii)  Registration
Statement on Form 8-A (No. 1-13778), effective as of June 16, 1995 and
(xiv) Registration Statement on Form 8-A (No. 1-13778) dated April 18,
1996  (relating to rights to purchase shares of the Preferred Stock of
the Company), and any amendments filed thereto.

    All  documents  filed  by  the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration  Statement  and  prior  to the filing of a post-effective
amendment  which  indicates that all securities offered have been sold
or  which  deregisters  all securities then remaining unsold, shall be
deemed  to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.

    Any statement contained in a document incorporated or deemed to be
incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this Registration Statement to the extent
that  a  statement contained herein or in any other subsequently filed
document  which  also  is or is deemed to be incorporated by reference
herein  modifies  or supersedes such statement.  Any such statement so
modified  or  superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.
<PAGE>
Item 6.  Indemnification of Directors and Officers.

    Section  145  of  the  Delaware General Corporation Law empowers a
corporation   to  indemnify  its  directors  and  officers  or  former
directors  or  officers  and  to  purchase  insurance  with respect to
liability  arising  out  of  their capacity or status as directors and
officers.     Such  law  provides  further  that  the  indemnification
permitted thereunder shall not be deemed exclusive of any other rights
to  which  the  directors  and  officers  may  be  entitled  under the
corporation's  certificate  of incorporation, bylaws, any agreement or
otherwise.

    Reference  is  made  to  Articles  Ten and Eleven of the Company's
Restated    Certificate   of   Incorporation,   which   provides   for
indemnification  of  directors  and  officers  and  the  limitation of
liability of directors, respectively.

    Reference is made to Article VII, Section 8 of the Company's Third
Amended  and  Restated  Bylaws,  which  provide for indemnification of
directors and officers.

    In  addition,  the  Company  has entered into Indemnity Agreements
with certain of its directors and executive officers.

    The  Company has procured insurance that purports (i) to insure it
against  certain  costs  of indemnification that may be incurred by it
pursuant  to the provisions referred to above or otherwise and (ii) to
insure  the  directors  and  officers  of  the Company against certain
liabilities  incurred  by  them in the discharge of their functions as
directors  and  officers except for liabilities arising from their own
malfeasance.

    Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act  of  1933  may  be permitted to directors, officers or
c o ntrolling  persons  of  the  Company  pursuant  to  the  foregoing
provisions,  the  Company  has been advised that in the opinion of the
Securities  and  Exchange  Commission  such indemnification is against
public  policy as expressed in the Securities Act of 1933, as amended,
and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.   Exhibits.

     The  following  is a list of all exhibits filed as a part of this
Registration  Statement  on  Form  S-8,  including  those incorporated
herein by reference.

    Exhibit No.          Description of Exhibit

     4.1  Restated Certificate of Incorporation of Physicians Resource
          Group, Inc.(1)
<PAGE>
     4.2  Certificate  of  Designations,   Preferences,   Rights   and
          Limitations   of  Class  A  Preferred  Stock  of  Physicians
          Resource Group, Inc.(1)

     4.3  Third  Amended  and  Restated  Bylaws of Physicians Resource
          Group, Inc.(2)

     4.4  Form of Warrant Certificate.(1)

     4.5  Rights   Agreement  dated  as  of  April  19,  1996  between
          P h y sicians  Resource  Group,  Inc.  and  Chemical  Mellon
          Shareholder Services.(4)

     4.6  Form  of certificate evidencing ownership of Common Stock of
          Physicians Resource Group, Inc.(1)

       5  Opinion of Jackson & Walker, L.L.P.(3)

      15  None.

    23.1  Consent of Arthur Andersen LLP.(3)

    23.2  Consent of Coopers & Lybrand LLP.(3)

    23.3  Consent of Ernst & Young LLP (Orlando).(3)

    23.4  Consent of Ernst & Young LLP (Atlanta).(3)

    23.5  Consent of Wallingford, McDonald, Fox & Co., P.C.(3)

    23.6  Consent  of Jackson & Walker, L.L.P. (contained in Exhibit 5
          filed herewith).

      24  Power  of  Attorney (contained on the signature page of this
          Registration Statement).

      99  Physicians Resource Group, Inc. Employee Stock Purchase Plan.
         (3)
              

(1)  Previously  filed  as  an  Exhibit  to the Company's Registration
     Statement  on  Form S-1 (No. 33-91440) and incorporated herein by
     reference.

(2)  Previously  filed as an Exhibit to the Company's Annual Report on
     Form  10-K  for the year ended December 31, 1995 and incorporated
     herein by reference.

(3)  Filed herewith.

(4)  Previously  filed  as  an  exhibit  to the Company's Registration
     Statement  on  Form S-1 (No. 333-3852) and incorporated herein by
     reference.
<PAGE>
Item   9. Undertakings.

     (a)  The Company 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;

               (ii) To  reflect  in the prospectus any facts or events
          arising   after  the  effective  date  of  the  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 the
          registration  statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the
          total  dollar  value  of securities offered would not exceed
          that which was registered) and any deviation from the low or
          high  end  of  the  estimated  maximum offering range may be
          r e flected  in  the  form  of  prospectus  filed  with  the
          Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes  in  volume  and  price represent no more than a 20%
          change  in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          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)
     do  not  apply  if  the  information required to be included in a
     post-effective  amendment  by  those  paragraphs  is contained in
     periodic  reports  filed by the Company 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,  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.
<PAGE>
     (b)  The   Company   hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the
Company's  annual report pursuant to Section 13(a) or Section 15(d) of
the  Exchange  Act  (and, where applicable, each filing of an employee
benefit 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 may be permitted to directors, officers and controlling
persons  of  the  Company  pursuant  to  the  foregoing provisions, or
otherwise,  the  Company  has  been advised that in the opinion of the
Commission  such indemnification is against public policy as expressed
in  the Securities Act and is, therefore, unenforceable.  In the event
that  a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Securities Act and
will be governed by the final adjudication of such issue.

                           POWER OF ATTORNEY

     Each  person  whose  signature appears below authorizes Emmett E.
Moore,  Richard M. Owen and Richard J. D'Amico, and each of them, each
of  whom  may act without joinder of the other, to execute in the name
of  each  such  person  who  is  then  an  officer  or director of the
Registrant,  and to file any amendments to this Registration Statement
necessary  or  advisable  to  enable the Registrant to comply with the
Securities  Act  of  1933,  as amended, and any rules, regulations and
requirements  of  the  Securities  and Exchange Commission, in respect
thereof,  in  connection with the registration of the securities which
are  the  subject of this Registration Statement, which amendments may
make  such changes to such Registration Statement as such attorney may
deem appropriate.
<PAGE>
                            SIGNATURE PAGE

     Pursuant  to  the  requirements of the Securities Act of 1933, as
amended,  Physicians  Resource  Group,  Inc.  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  Dallas, State of Texas, on November 5,
1996.


                                   PHYSICIANS RESOURCE GROUP, INC.


                                                                 
                                   By:  /s/ Richard J. D'Amico
                                        Richard J. D'Amico
                                        Senior Vice President
                                        General Counsel
                                        and Secretary
<PAGE>                                        
     Pursuant  to  the  requirements of the Securities Act of 1933, as
amended,  this Registration Statement has been signed by the following
persons in the capacities indicated and on November 5, 1996.
<TABLE>

                    Signatures                  Title
           <S>                          <C>

           /s/ Emmett E. Moore             Chairman of the
           Emmett E. Moore               Board of Directors,
                                           Chief Executive
                                             Officer and
                                              President
                                         (Principal Executive
                                               Officer)

           /s/ Richard M. Owen              Senior Vice
           Richard M. Owen                   President,
                                           Chief Financial
                                        Officer and Director
                                         (Principal Financial
                                               Officer)

           /s/ John N. Bingham             Vice President,
           John N. Bingham              Controller and Chief
                                         Accounting Officer
                                        (Principal Accounting
                                               Officer)


           /s/ Alan C. Baum                   Director
           Alan C. Baum, M.D.

           /s/ Lucius E. Burch, III           Director
           Lucius E. Burch, III

                                              
           /s/ Joe E. Ellis, O.D.             Director
           Joe E. Ellis, O.D.

           /s/ Charles D. Fritch, M.D.        Director
           Charles D. Fritch, M.D.

           /s/ Richard A. Gilleland           Director
           Richard A. Gilleland

           /s/ Bruce E. Herron                Director
           Bruce E. Herron, M.D.

           /s/ James E. McDonald, II          Director
           James E. McDonald, II, M.D.

           /s/ David Meyer                    Director
           David Meyer, M.D.
<PAGE>
                                              Director
           Joseph C. Noreika, M.D.            

           /s/ James W. Rayner                Director
           James W. Rayner, M.D.

           /s/ David M. Schneider             Director
           David M. Schneider, M.D.

           /s/ Paul M. Shimoff                Director
           Paul M. Shimoff

           /s/ Ronald L. Stanfa               Director
           Ronald L. Stanfa

           /s/ P. Harold Wallar               Director
           P. Harold Wallar, M.D.

           /s/ Kenneth C. Westfield           Director
           Kenneth C. Westfield, M.D.
</TABLE>
<PAGE>
<TABLE>
                           INDEX TO EXHIBITS

Exhibit                                                
Number                  Description of Exhibit        
    <S>   <C>
     4.1  Restated  Certificate  of  Incorporation  of Physicians
          Resource Group, Inc.(1)

     4.2  Certificate  of  Designations,  Preferences, Rights and
          Limitations  of  Class  A Preferred Stock of Physicians
          Resource Group, Inc.(1)

     4.3  Third   Amended   and  Restated  Bylaws  of  Physicians
          Resource Group, Inc.(2)

     4.4  Form of Warrant Certificate.(1)

     4.5  Rights  Agreement  dated  as  of April 19, 1996 between
          Physicians  Resource  Group,  Inc.  and Chemical Mellon
          Shareholder Services.(4)

     4.6  Form  of  certificate  evidencing  ownership  of Common
          Stock of Physicians Resource Group, Inc.(1)

       5  Opinion of Jackson & Walker, L.L.P.(3)

      15  None.

    23.1  Consent of Arthur Andersen LLP.(3)

    23.2  Consent of Coopers & Lybrand LLP.(3)

    23.3  Consent of Ernst & Young LLP (Orlando).(3)

    23.4  Consent of Ernst & Young LLP (Atlanta).(3)

    23.5  Consent of Wallingford, McDonald, Fox & Co., P.C.(3)

    23.6  Consent  of Jackson & Walker, L.L.P. (contained in Exhibit 5
          filed herewith).

      24  Power  of  Attorney (contained on the signature page of
          this Registration Statement).

      99  Physicians Resource Group, Inc. Employee Stock Purchase
          Plan (3)
</TABLE>
<PAGE>
(1)  Previously  filed  as  an  Exhibit  to the Company's Registration
     Statement  on  Form S-1 (No. 33-91440) and incorporated herein by
     reference.

(2)  Previously  filed as an Exhibit to the Company's Annual Report on
     Form  10-K  for the year ended December 31, 1995 and incorporated
     herein by reference.

(3)  Filed herewith.

(4)  Previously  filed  as  an  exhibit  to the Company's Registration
     Statement  on  Form S-1 (No. 333-3852) and incorporated herein by
     reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21493}]
{"company-data": {"conformed-name": "PHYSICIANS RESOURCE GROUP INC", "cik": "0000944402", "assigned-sic": "8093", "irs-number": "760456864", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15547", "film-number": "96654559"}, "business-address": {"street1": "THREE LINCOLN CENTER SUITE 1540", "street2": "5430 LBJ FREEWAY", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "7139642734"}, "mail-address": {"street1": "ONE WOODWAY BLDG", "street2": "4801 WOODWAY DRIVE STE 300 E", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
As  filed  with the Securities and Exchange Commission on November 5,
1996.                                Registration No. 333-            
                                                                      
                                                                     
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM S-8

                   REGISTRATION STATEMENT UNDER THE
                        SECURITIES ACT OF 1933

                    Physicians Resource Group, Inc.
        (Exact name of registrant as specified in its charter)
            Delaware                       76-0456864
  (State or other jurisdiction          (I.R.S. Employer
       of incorporation or           Identification Number)
          organization)

      Three Lincoln Centre
        5430 LBJ Freeway
           Suite 1540
          Dallas, Texas                       75240
      (Address of principal                (Zip Code)
       executive offices)
                                             

                    PHYSICIANS RESOURCE GROUP, INC.
                     EMPLOYEE STOCK PURCHASE PLAN
                       (Full title of the Plan)

                            Emmett E. Moore
                        Chief Executive Officer
                         Three Lincoln Centre
                           5430 LBJ Freeway
                              Suite 1540
                          Dallas, Texas 75240
                            (972) 982-8200
           (Name, Address, including zip code and telephone
           number, including area code, of agent of service)
                      ___________________________
                              COPIES TO:
       RICHARD J. D'AMICO              JAMES S. RYAN, III
   Physicians Resource Group,       Jackson & Walker, L.L.P.
              Inc.                 901 Main Street, Suite 6000
      Three Lincoln Centre            Dallas, Texas   75202
        5430 LBJ Freeway
           Suite 1540
       Dallas, Texas 75240
          APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
                         PURSUANT TO THE PLAN:
From time to time after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE

  Title of                   Proposed      Proposed
 Securities  Amount to be     Maximum       Maximum     Amount of
    to be     Registered     Offering      Aggregate  Registration
 Registered                  Price Per     Offering        Fee
                             Share(1)      Price (1)
Common
 Stock,        1,000,000     $26.50       $26,500,000   $8,030.30
 $.01 par       shares
 value
(1)  Estimated  solely for the purpose of calculating the registration
     fee.    Pursuant  to Rule 457(h)(1) and Rule 457(c), the offering
     price  and  registration  fee  are  computed  on the basis of the
     average  high and low prices of the Common Stock as listed on the
     New York Stock Exchange on October 29, 1996.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents, which have been filed with the Commission
by  the  Company, are incorporated herein by reference and made a part
hereof:    (i)  Annual Report on Form 10-K for the year ended December
31,  1995  (as  amended by Annual Report on Form 10-K/A filed on April
30, 1996); (ii) Current Report on Form 8-K dated February 14, 1996 (as
amended  by  Current  Report  on  Form 8-K/A filed on April 12, 1996);
(iii)  Current  Report  on Form 8-K dated March 18, 1996; (iv) Current
Report  on Form 8-K dated March 18, 1996; (v) Quarterly Report on Form
10-Q for the quarter ended March 31, 1996; (vi) Current Report on Form
8-K  dated  April 18, 1996 (as amended by Current Report on Form 8-K/A
filed  on  May  10, 1996); (vii) Quarterly Report on Form 10-Q for the
quarter  ended  June 30, 1996; (viii) Current Report on Form 8-K dated
June  30,  1996  (as  amended by Current Report on Form 8-K/A filed on
July 17, 1996); (ix) Current Report on Form 8-K dated August 13, 1996;
(x)  Current  Report  on Form 8-K dated August 30, 1996 (as amended by
Current  Report  on  Form  8-K/A  filed  on  September 24, 1996); (xi)
Current  Report  on  Form  8-K  dated  October  7, 1996 (as amended by
Current Report on Form 8-K/A filed on October 30, 1996); (xii) Current
Report on Form 8-K dated October 9, 1996 (as amended by Current Report
on  Form  8-K/A  filed  on  October  30,  1996);  (xiii)  Registration
Statement on Form 8-A (No. 1-13778), effective as of June 16, 1995 and
(xiv) Registration Statement on Form 8-A (No. 1-13778) dated April 18,
1996  (relating to rights to purchase shares of the Preferred Stock of
the Company), and any amendments filed thereto.

    All  documents  filed  by  the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration  Statement  and  prior  to the filing of a post-effective
amendment  which  indicates that all securities offered have been sold
or  which  deregisters  all securities then remaining unsold, shall be
deemed  to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.

    Any statement contained in a document incorporated or deemed to be
incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this Registration Statement to the extent
that  a  statement contained herein or in any other subsequently filed
document  which  also  is or is deemed to be incorporated by reference
herein  modifies  or supersedes such statement.  Any such statement so
modified  or  superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

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  Delaware General Corporation Law empowers a
corporation   to  indemnify  its  directors  and  officers  or  former
directors  or  officers  and  to  purchase  insurance  with respect to
liability  arising  out  of  their capacity or status as directors and
officers.     Such  law  provides  further  that  the  indemnification
permitted thereunder shall not be deemed exclusive of any other rights
to  which  the  directors  and  officers  may  be  entitled  under the
corporation's  certificate  of incorporation, bylaws, any agreement or
otherwise.

    Reference  is  made  to  Articles  Ten and Eleven of the Company's
Restated    Certificate   of   Incorporation,   which   provides   for
indemnification  of  directors  and  officers  and  the  limitation of
liability of directors, respectively.

    Reference is made to Article VII, Section 8 of the Company's Third
Amended  and  Restated  Bylaws,  which  provide for indemnification of
directors and officers.

    In  addition,  the  Company  has entered into Indemnity Agreements
with certain of its directors and executive officers.

    The  Company has procured insurance that purports (i) to insure it
against  certain  costs  of indemnification that may be incurred by it
pursuant  to the provisions referred to above or otherwise and (ii) to
insure  the  directors  and  officers  of  the Company against certain
liabilities  incurred  by  them in the discharge of their functions as
directors  and  officers except for liabilities arising from their own
malfeasance.

    Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act  of  1933  may  be permitted to directors, officers or
c o ntrolling  persons  of  the  Company  pursuant  to  the  foregoing
provisions,  the  Company  has been advised that in the opinion of the
Securities  and  Exchange  Commission  such indemnification is against
public  policy as expressed in the Securities Act of 1933, as amended,
and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.   Exhibits.

     The  following  is a list of all exhibits filed as a part of this
Registration  Statement  on  Form  S-8,  including  those incorporated
herein by reference.

    Exhibit No.          Description of Exhibit

     4.1  Restated Certificate of Incorporation of Physicians Resource
          Group, Inc.(1)
4.2  Certificate  of  Designations,   Preferences,   Rights   and
          Limitations   of  Class  A  Preferred  Stock  of  Physicians
          Resource Group, Inc.(1)

     4.3  Third  Amended  and  Restated  Bylaws of Physicians Resource
          Group, Inc.(2)

     4.4  Form of Warrant Certificate.(1)

     4.5  Rights   Agreement  dated  as  of  April  19,  1996  between
          P h y sicians  Resource  Group,  Inc.  and  Chemical  Mellon
          Shareholder Services.(4)

     4.6  Form  of certificate evidencing ownership of Common Stock of
          Physicians Resource Group, Inc.(1)

       5  Opinion of Jackson & Walker, L.L.P.(3)

      15  None.

    23.1  Consent of Arthur Andersen LLP.(3)

    23.2  Consent of Coopers & Lybrand LLP.(3)

    23.3  Consent of Ernst & Young LLP (Orlando).(3)

    23.4  Consent of Ernst & Young LLP (Atlanta).(3)

    23.5  Consent of Wallingford, McDonald, Fox & Co., P.C.(3)

    23.6  Consent  of Jackson & Walker, L.L.P. (contained in Exhibit 5
          filed herewith).

      24  Power  of  Attorney (contained on the signature page of this
          Registration Statement).

      99  Physicians Resource Group, Inc. Employee Stock Purchase Plan.
         (3)
              

(1)  Previously  filed  as  an  Exhibit  to the Company's Registration
     Statement  on  Form S-1 (No. 33-91440) and incorporated herein by
     reference.

(2)  Previously  filed as an Exhibit to the Company's Annual Report on
     Form  10-K  for the year ended December 31, 1995 and incorporated
     herein by reference.

(3)  Filed herewith.

(4)  Previously  filed  as  an  exhibit  to the Company's Registration
     Statement  on  Form S-1 (No. 333-3852) and incorporated herein by
     reference.
Item   9. Undertakings.

     (a)  The Company 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;

               (ii) To  reflect  in the prospectus any facts or events
          arising   after  the  effective  date  of  the  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 the
          registration  statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the
          total  dollar  value  of securities offered would not exceed
          that which was registered) and any deviation from the low or
          high  end  of  the  estimated  maximum offering range may be
          r e flected  in  the  form  of  prospectus  filed  with  the
          Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes  in  volume  and  price represent no more than a 20%
          change  in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          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)
     do  not  apply  if  the  information required to be included in a
     post-effective  amendment  by  those  paragraphs  is contained in
     periodic  reports  filed by the Company 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,  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   Company   hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the
Company's  annual report pursuant to Section 13(a) or Section 15(d) of
the  Exchange  Act  (and, where applicable, each filing of an employee
benefit 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 may be permitted to directors, officers and controlling
persons  of  the  Company  pursuant  to  the  foregoing provisions, or
otherwise,  the  Company  has  been advised that in the opinion of the
Commission  such indemnification is against public policy as expressed
in  the Securities Act and is, therefore, unenforceable.  In the event
that  a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Securities Act and
will be governed by the final adjudication of such issue.

                           POWER OF ATTORNEY

     Each  person  whose  signature appears below authorizes Emmett E.
Moore,  Richard M. Owen and Richard J. D'Amico, and each of them, each
of  whom  may act without joinder of the other, to execute in the name
of  each  such  person  who  is  then  an  officer  or director of the
Registrant,  and to file any amendments to this Registration Statement
necessary  or  advisable  to  enable the Registrant to comply with the
Securities  Act  of  1933,  as amended, and any rules, regulations and
requirements  of  the  Securities  and Exchange Commission, in respect
thereof,  in  connection with the registration of the securities which
are  the  subject of this Registration Statement, which amendments may
make  such changes to such Registration Statement as such attorney may
deem appropriate.
SIGNATURE PAGE

     Pursuant  to  the  requirements of the Securities Act of 1933, as
amended,  Physicians  Resource  Group,  Inc.  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  Dallas, State of Texas, on November 5,
1996.

                                   PHYSICIANS RESOURCE GROUP, INC.

                                                                 
                                   By:  /s/ Richard J. D'Amico
                                        Richard J. D'Amico
                                        Senior Vice President
                                        General Counsel
                                        and Secretary
Pursuant  to  the  requirements of the Securities Act of 1933, as
amended,  this Registration Statement has been signed by the following
persons in the capacities indicated and on November 5, 1996.

                    Signatures                  Title
/s/ Emmett E. Moore             Chairman of the
           Emmett E. Moore               Board of Directors,
                                           Chief Executive
                                             Officer and
                                              President
                                         (Principal Executive
                                               Officer)

           /s/ Richard M. Owen              Senior Vice
           Richard M. Owen                   President,
                                           Chief Financial
                                        Officer and Director
                                         (Principal Financial
                                               Officer)

           /s/ John N. Bingham             Vice President,
           John N. Bingham              Controller and Chief
                                         Accounting Officer
                                        (Principal Accounting
                                               Officer)

           /s/ Alan C. Baum                   Director
           Alan C. Baum, M.D.

           /s/ Lucius E. Burch, III           Director
           Lucius E. Burch, III

                                              
           /s/ Joe E. Ellis, O.D.             Director
           Joe E. Ellis, O.D.

           /s/ Charles D. Fritch, M.D.        Director
           Charles D. Fritch, M.D.

           /s/ Richard A. Gilleland           Director
           Richard A. Gilleland

           /s/ Bruce E. Herron                Director
           Bruce E. Herron, M.D.

           /s/ James E. McDonald, II          Director
           James E. McDonald, II, M.D.

           /s/ David Meyer                    Director
           David Meyer, M.D.
Director
           Joseph C. Noreika, M.D.            

           /s/ James W. Rayner                Director
           James W. Rayner, M.D.

           /s/ David M. Schneider             Director
           David M. Schneider, M.D.

           /s/ Paul M. Shimoff                Director
           Paul M. Shimoff

           /s/ Ronald L. Stanfa               Director
           Ronald L. Stanfa

           /s/ P. Harold Wallar               Director
           P. Harold Wallar, M.D.

           /s/ Kenneth C. Westfield           Director
           Kenneth C. Westfield, M.D.
INDEX TO EXHIBITS

Exhibit                                                
Number                  Description of Exhibit
4.1  Restated  Certificate  of  Incorporation  of Physicians
          Resource Group, Inc.(1)

     4.2  Certificate  of  Designations,  Preferences, Rights and
          Limitations  of  Class  A Preferred Stock of Physicians
          Resource Group, Inc.(1)

     4.3  Third   Amended   and  Restated  Bylaws  of  Physicians
          Resource Group, Inc.(2)

     4.4  Form of Warrant Certificate.(1)

     4.5  Rights  Agreement  dated  as  of April 19, 1996 between
          Physicians  Resource  Group,  Inc.  and Chemical Mellon
          Shareholder Services.(4)

     4.6  Form  of  certificate  evidencing  ownership  of Common
          Stock of Physicians Resource Group, Inc.(1)

       5  Opinion of Jackson & Walker, L.L.P.(3)

      15  None.

    23.1  Consent of Arthur Andersen LLP.(3)

    23.2  Consent of Coopers & Lybrand LLP.(3)

    23.3  Consent of Ernst & Young LLP (Orlando).(3)

    23.4  Consent of Ernst & Young LLP (Atlanta).(3)

    23.5  Consent of Wallingford, McDonald, Fox & Co., P.C.(3)

    23.6  Consent  of Jackson & Walker, L.L.P. (contained in Exhibit 5
          filed herewith).

      24  Power  of  Attorney (contained on the signature page of
          this Registration Statement).

      99  Physicians Resource Group, Inc. Employee Stock Purchase
          Plan (3)
(1)  Previously  filed  as  an  Exhibit  to the Company's Registration
     Statement  on  Form S-1 (No. 33-91440) and incorporated herein by
     reference.

(2)  Previously  filed as an Exhibit to the Company's Annual Report on
     Form  10-K  for the year ended December 31, 1995 and incorporated
     herein by reference.

(3)  Filed herewith.

(4)  Previously  filed  as  an  exhibit  to the Company's Registration
     Statement  on  Form S-1 (No. 333-3852) and incorporated herein by
     reference.