As filed with the Securities and Exchange Commission on
              May 19, 1997. 
                               Registration No. 333-________





             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                     ___________________

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

       TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
   (Exact name of registrant as specified in its charter)
                     ___________________

    Delaware                               33-0730363
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

                       3540 Howard Way
              Costa Mesa, California 92626-1417
                       (714) 436-4800
          (Address of principal executive offices)
                     ___________________

       TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
                  1996 STOCK INCENTIVE PLAN
                  (Full title of the plan)

                     Jack D. Massimino 
       Talbert Medical Management Holdings Corporation
                       3540 Howard Way
             Costa Mesa, California  92626-1417
           (Name and address of agent for service)
            Telephone number, including area code,
                  of agent for service:
                        (714) 436-4800
                     ___________________

              CALCULATION OF REGISTRATION FEE


<TABLE>
<S>                <C>             <C>         <C>             <C>
                                   Proposed    Proposed
                                   maximum     maximum
Title of            Amount         offering    aggregate       Amount of
securities          to be          price       offering        registration
to be registered    registered     per unit    price           fee

Common Stock,       180,000<1>,<2> $37.625<3>  $6,772,500<3>   $2,053<3>
$0.01 par value     shares

___________
<FN>
<1> This Registration Statement covers, in addition to the
    number of shares of Common Stock stated above, options
    and other rights to purchase or acquire the shares of
    Common Stock covered by the Prospectus and, pursuant to
    Rule 416(c) under the Securities Act of 1933, an
    indeterminate number of shares, options and rights which
    by reason of certain events specified in the Plan may
    become subject to the Plan.

<2> This Registration Statement also includes rights in
    respect of such Common Stock pursuant to the Stockholder
    Rights Agreement between the Company and American Stock
    Transfer & Trust Company.

<3> Calculated pursuant to Rule 457(h).

   The Exhibit Index for this Registration Statement is at page S-3.

</FN>
</TABLE>
<PAGE>

                           PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS


       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").  Such documents need not be filed with
the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


<PAGE>
                           PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents of Talbert Medical Management
Holdings Corporation (the "Company") filed with the Commission
are incorporated herein by reference: 

  (a)  The Company's Prospectus dated April 21, 1997 filed
       with the Commission pursuant to Rule 424(b) under the
       Securities Act on April 18, 1997, which contains
       audited financial statements for the Company's fiscal
       year ended December 31, 1996;

  (b)  The Company's Current Report on Form 8-K filed with
       the Commission on May 8, 1997;

  (c)  The description of the Company's Common Stock
       contained in the Company's Registration Statement on
       Form 8-A, filed with the Commission on April 17, 1997.

       All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document,
all or a portion of which is 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
amended, to constitute a part of this Registration Statement.


ITEM 4.     DESCRIPTION OF SECURITIES

       The Company's Common Stock is registered pursuant to
Section 12 of the Exchange Act, and, therefore, the
description of the securities is omitted.


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Company's Certificate of Incorporation contains a
provision eliminating or limiting director liability for
monetary damages arising from a breach of fiduciary duty as a
director, except for liability of a director (i) for any
breach of such director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation
of law; (iii) under the Delaware statutory provision making
directors personally liable, under a negligence standard, for
unlawful dividends or unlawful stock purchases or redemptions;
or (iv) for any transaction from which the director derived an
improper personal benefit.  As a result of this provision, the
ability of the Company or a stockholder thereof to
successfully prosecute an action against a director for a
breach of his or her duty of care is limited.  However, the
provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a
director's breach of his duty of care.

       In addition, the Certificate of Incorporation and the
Company's Bylaws provide for mandatory indemnification rights,
subject to limited exceptions, to any person who by reason of
the fact that he or she is a director or officer of the
Company, is involved in a legal proceeding of any nature if he
or she acted in good faith and in a manner he or she
reasonably believed to be in and not opposed to the best
interests of the Company.  If such legal proceeding is brought
by or in the right of the Company, no indemnification will be
made if the person is adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company,
unless a court finds such person to be entitled to indemnity
despite adjudication of liability.  Such indemnification
rights include reimbursement for expenses incurred by such
director or officer in advance of the final disposition of
such proceeding in accordance with the applicable provisions
of Delaware General Corporation Law.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable. 


ITEM 8.     EXHIBITS

       See the attached Exhibit Index on page S-3.


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;

                     (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; and

                     (iii)     To include any material
            information with respect to the plan of
            distribution not previously disclosed in the
            Registration Statement or any material change to
            such information in the 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 registrant
  pursuant to Section 13 or Section 15(d) of the Exchange Act
  that are incorporated by reference in the 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 regis-
  tration 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; and

            (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 undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant'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 the 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.

  (h)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant 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
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 Securities Act
and will be governed by the final adjudication of such issue. 


<PAGE>


                         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 Costa Mesa, State of California, on
May 15, 1997.




                          By: /s/ Jack D. Massimino
                               Jack D. Massimino 

                          Its:      President, Chief
                                    Executive Officer and
                                    Director


                      POWER OF ATTORNEY

       Each person whose signature appears below constitutes
and appoints Jack D. Massimino and Walter R. Stone and each of
them, his true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, each acting alone, full power
and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.

<TABLE>

<S>                       <C>                            <C>
 Signature                Title                          Date


/s/ Jack D. Massimino     President, Chief Executive     May 15, 1997
Jack D. Massimino         Officer (Principal Executive
                          Officer) and Director


/s/ Walter R. Stone       Vice President, Finance and    May 13, 1997
Walter R. Stone           Treasurer (Principal Financial
                          and Accounting Officer)


/s/ Jack R. Anderson      Director                        May 14, 1997
Jack R. Anderson


/s/ Richard M. Burdge, Sr. Director                       May 14, 1997
Richard M. Burdge, Sr.


/s/ Jeffrey M. Folick      Director                       May 13, 1997
Jeffrey M. Folick


/s/ Warner Heineman        Director                       May 13, 1997
Warner Heineman


                           Director                       May __, 1997
Van B. Honeycutt


/s/ Alan R. Hoops          Director                       May 13, 1997
Alan R. Hoops


/s/ Robert W. Jamplis      Director                      May 13, 1997
Robert W. Jamplis, M.D.


/s/ Robert C. Maxson       Director                      May 13, 1997
Robert C. Maxson


/s/ Westcott W. Price III  Director                      May 15, 1997
Westcott W. Price III


</TABLE>
<PAGE>


                        EXHIBIT INDEX


Exhibit
Number                   Description

4.1      Talbert Medical Management Holdings Corporation 
         1996 Stock Incentive Plan.

4.2      Form of Stock Option Agreement between Talbert
         Medical Management Holdings Corporation and 
         certain members of management.

4.3      Form of Stock Option Agreement between Talbert
         Medical Management Holdings Corporation and 
         certain non-employee directors.

5.       Opinion of Counsel (opinion re legality).

23.1     Consent of Deloitte & Touche LLP, as Independent
         Public Accountants.

23.2     Consent of Counsel (included in Exhibit 5).

24.      Power of Attorney (included in this
         Registration Statement under "Signatures").


<PAGE>
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{"company-data": {"conformed-name": "TALBERT MEDICAL MANAGEMENT HOLDINGS CORP", "cik": "0001027131", "assigned-sic": "8093", "irs-number": "330730363", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27371", "film-number": "97611034"}, "business-address": {"street1": "3540 HOWARD WAY", "city": "COSTA MESA", "state": "CA", "zip": "92626-1417", "phone": "7144364800"}, "mail-address": {"street1": "3540 HOWARD WAY", "city": "COSTA MESA", "state": "CA", "zip": "92626-1417"}}
As filed with the Securities and Exchange Commission on
              May 19, 1997. 
                               Registration No. 333-________

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                     ___________________

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

       TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
   (Exact name of registrant as specified in its charter)
                     ___________________

    Delaware                               33-0730363
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

                       3540 Howard Way
              Costa Mesa, California 92626-1417
                       (714) 436-4800
          (Address of principal executive offices)
                     ___________________

       TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
                  1996 STOCK INCENTIVE PLAN
                  (Full title of the plan)

                     Jack D. Massimino 
       Talbert Medical Management Holdings Corporation
                       3540 Howard Way
             Costa Mesa, California  92626-1417
           (Name and address of agent for service)
            Telephone number, including area code,
                  of agent for service:
                        (714) 436-4800
                     ___________________

              CALCULATION OF REGISTRATION FEE
Proposed    Proposed
                                   maximum     maximum
Title of            Amount         offering    aggregate       Amount of
securities          to be          price       offering        registration
to be registered    registered     per unit    price           fee

Common Stock,       180,000<1>,<2> $37.625<3>  $6,772,500<3>   $2,053<3>
$0.01 par value     shares

___________
<1> This Registration Statement covers, in addition to the
    number of shares of Common Stock stated above, options
    and other rights to purchase or acquire the shares of
    Common Stock covered by the Prospectus and, pursuant to
    Rule 416(c) under the Securities Act of 1933, an
    indeterminate number of shares, options and rights which
    by reason of certain events specified in the Plan may
    become subject to the Plan.

<2> This Registration Statement also includes rights in
    respect of such Common Stock pursuant to the Stockholder
    Rights Agreement between the Company and American Stock
    Transfer & Trust Company.

<3> Calculated pursuant to Rule 457(h).

   The Exhibit Index for this Registration Statement is at page S-3.
PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS

       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").  Such documents need not be filed with
the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents of Talbert Medical Management
Holdings Corporation (the "Company") filed with the Commission
are incorporated herein by reference: 

  (a)  The Company's Prospectus dated April 21, 1997 filed
       with the Commission pursuant to Rule 424(b) under the
       Securities Act on April 18, 1997, which contains
       audited financial statements for the Company's fiscal
       year ended December 31, 1996;

  (b)  The Company's Current Report on Form 8-K filed with
       the Commission on May 8, 1997;

  (c)  The description of the Company's Common Stock
       contained in the Company's Registration Statement on
       Form 8-A, filed with the Commission on April 17, 1997.

       All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document,
all or a portion of which is 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
amended, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES

       The Company's Common Stock is registered pursuant to
Section 12 of the Exchange Act, and, therefore, the
description of the securities is omitted.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Company's Certificate of Incorporation contains a
provision eliminating or limiting director liability for
monetary damages arising from a breach of fiduciary duty as a
director, except for liability of a director (i) for any
breach of such director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation
of law; (iii) under the Delaware statutory provision making
directors personally liable, under a negligence standard, for
unlawful dividends or unlawful stock purchases or redemptions;
or (iv) for any transaction from which the director derived an
improper personal benefit.  As a result of this provision, the
ability of the Company or a stockholder thereof to
successfully prosecute an action against a director for a
breach of his or her duty of care is limited.  However, the
provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a
director's breach of his duty of care.

       In addition, the Certificate of Incorporation and the
Company's Bylaws provide for mandatory indemnification rights,
subject to limited exceptions, to any person who by reason of
the fact that he or she is a director or officer of the
Company, is involved in a legal proceeding of any nature if he
or she acted in good faith and in a manner he or she
reasonably believed to be in and not opposed to the best
interests of the Company.  If such legal proceeding is brought
by or in the right of the Company, no indemnification will be
made if the person is adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company,
unless a court finds such person to be entitled to indemnity
despite adjudication of liability.  Such indemnification
rights include reimbursement for expenses incurred by such
director or officer in advance of the final disposition of
such proceeding in accordance with the applicable provisions
of Delaware General Corporation Law.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable. 

ITEM 8.     EXHIBITS

       See the attached Exhibit Index on page S-3.

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;

                     (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; and

                     (iii)     To include any material
            information with respect to the plan of
            distribution not previously disclosed in the
            Registration Statement or any material change to
            such information in the 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 registrant
  pursuant to Section 13 or Section 15(d) of the Exchange Act
  that are incorporated by reference in the 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 regis-
  tration 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; and

            (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 undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant'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 the 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.

  (h)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant 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
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 Securities Act
and will be governed by the final adjudication of such issue.
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 Costa Mesa, State of California, on
May 15, 1997.

                          By: /s/ Jack D. Massimino
                               Jack D. Massimino 

                          Its:      President, Chief
                                    Executive Officer and
                                    Director

                      POWER OF ATTORNEY

       Each person whose signature appears below constitutes
and appoints Jack D. Massimino and Walter R. Stone and each of
them, his true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, each acting alone, full power
and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
Signature                Title                          Date

/s/ Jack D. Massimino     President, Chief Executive     May 15, 1997
Jack D. Massimino         Officer (Principal Executive
                          Officer) and Director

/s/ Walter R. Stone       Vice President, Finance and    May 13, 1997
Walter R. Stone           Treasurer (Principal Financial
                          and Accounting Officer)

/s/ Jack R. Anderson      Director                        May 14, 1997
Jack R. Anderson

/s/ Richard M. Burdge, Sr. Director                       May 14, 1997
Richard M. Burdge, Sr.

/s/ Jeffrey M. Folick      Director                       May 13, 1997
Jeffrey M. Folick

/s/ Warner Heineman        Director                       May 13, 1997
Warner Heineman

                           Director                       May __, 1997
Van B. Honeycutt

/s/ Alan R. Hoops          Director                       May 13, 1997
Alan R. Hoops

/s/ Robert W. Jamplis      Director                      May 13, 1997
Robert W. Jamplis, M.D.

/s/ Robert C. Maxson       Director                      May 13, 1997
Robert C. Maxson

/s/ Westcott W. Price III  Director                      May 15, 1997
Westcott W. Price III
EXHIBIT INDEX

Exhibit
Number                   Description

4.1      Talbert Medical Management Holdings Corporation 
         1996 Stock Incentive Plan.

4.2      Form of Stock Option Agreement between Talbert
         Medical Management Holdings Corporation and 
         certain members of management.

4.3      Form of Stock Option Agreement between Talbert
         Medical Management Holdings Corporation and 
         certain non-employee directors.

5.       Opinion of Counsel (opinion re legality).

23.1     Consent of Deloitte & Touche LLP, as Independent
         Public Accountants.

23.2     Consent of Counsel (included in Exhibit 5).

24.      Power of Attorney (included in this
         Registration Statement under "Signatures").