COASTAL PHYSICIAN GROUP, INC.
                         2828 CROASDAILE DRIVE
                     DURHAM, NORTH CAROLINA 27705


                                                         June 28, 1999

Dear Shareholder:
  You are cordially invited to attend the Annual Meeting of
Shareholders to be held at the Durham Hilton, 3800 Hillsborough Road,
Durham, North Carolina, on Thursday July 29, 1999, at 10:00 a.m.,
local time.
  The Notice of Annual Meeting of Shareholders and Proxy Statement are
attached hereto. The matters to be acted upon by our shareholders are
set forth in the Notice of Annual Meeting of Shareholders and
discussed in the Proxy Statement.
  We would appreciate your signing, dating and returning the enclosed
proxy card in the envelope provided at your earliest convenience. If
you choose to attend the meeting, you may revoke your proxy and
personally cast your votes. We look forward to seeing you at our
Annual Meeting.

                                            Sincerely yours,





                                            Steven M. Scott, M.D.
                                            Chairman, President and
                                            Chief Executive Officer

                     COASTAL PHYSICIAN GROUP, INC.
               NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                      TO BE HELD ON JULY 29, 1999


TO THE SHAREHOLDERS OF COASTAL PHYSICIAN GROUP, INC.

  NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders
(the "Annual Meeting") of Coastal Physician Group, Inc., a Delaware
corporation (the "Company"), will be held at 10:00 a.m., local time,
on July 29, 1999, at the Durham Hilton, 3800 Hillsborough Road,
Durham, North Carolina, for the following purposes:
  (1)  To elect three members to the Company's Board of Directors to
     hold office      until the 2002 Annual Meeting or until their
     successors are duly elected   and qualified;
  (2)  To consider and act upon a proposal to approve the issuance of
     Common Stock   upon conversion of Series D Convertible Preferred
     Stock;
  (3)  To consider and act upon a proposal to amend the Company's
     Certificate of   Incorporation to change the Company's name from
     Coastal Physician Group,   Inc. to U. S. Emergency Physicians,
     Inc.
  (4)  To consider and act upon a proposal to amend the Company's
     Certificate of   Incorporation to authorize the Company to issue
     100,000,000 shares of nonvoting common stock with a par value of
     $0.01 per share
  (5)  To consider and act upon a proposal to ratify the action of
     the Board of   Directors in selecting KPMG LLP as independent
     certified public accountants  of the Company for the fiscal year
     ending December 31, 1999; and
  (6)  To transact such other business as may properly come before
     the Annual  Meeting.
  The Board of Directors has fixed the close of business on May 31,
1999 as the record date for determining those shareholders entitled to
notice of, and to vote at, the Annual Meeting and any adjournments or
postponements thereof.
  Whether or not you expect to be present, please sign, date and
return the enclosed proxy card in the enclosed pre-addressed envelope
as promptly as possible. No postage is required if mailed in the
United States.


                                          By Order of the Board of
Directors,


                                          Steven M. Scott, M.D.
                                          Chairman, President and
                                          Chief Executive Officer
Durham, North Carolina
June 28, 1999

  ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. THOSE
SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE URGED TO EXECUTE AND RETURN
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO
EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR
PROXY AND VOTE THEIR SHARES IN PERSON.
                  1999 ANNUAL MEETING OF SHAREHOLDERS
                   OF COASTAL PHYSICIAN GROUP, INC.

                            PROXY STATEMENT
  This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Coastal Physician Group,
Inc., a Delaware corporation (the "Company"), of proxies from the
holders of the Company's Common Stock (the "Common Stock") for use at
the 1999 Annual Meeting of Shareholders of the Company to be held at
the Durham Hilton, 3800 Hillsborough Road, Durham, North Carolina, at
10:00 a.m., local time, on July 29, 1999 or at any adjournments or
postponements thereof (the "Annual Meeting"). The approximate date
that this Proxy Statement and the enclosed form of proxy are first
being sent or given to holders of Common Stock is June 28, 1999. The
Company's principal executive offices are located at 2828 Croasdaile
Drive, Durham, North Carolina 27705, and its telephone number is (919)
383-0355.
                     INFORMATION CONCERNING PROXY
  The enclosed proxy is solicited on behalf of the Board of
Directors. The giving of a proxy does not preclude the right to vote
in person should any shareholder giving the proxy so desire.
Shareholders have a right to revoke their proxy at any time prior to
the exercise thereof, either in person at the Annual Meeting or by
filing with the Company's Secretary at the Company's principal
executive offices a written revocation or duly executed proxy bearing
a later date; however, no such revocation will be effective until
written notice of the revocation is received by the Company at or
prior to the Annual Meeting.
  The cost of preparing and mailing this Proxy Statement, the Notice
of Annual Meeting of Shareholders and the enclosed proxy will be borne
by the Company. In addition to the use of mail, employees of the
Company may solicit proxies personally and by telephone. The Company's
employees will receive no compensation for soliciting proxies other
than their regular salaries. The Company may request banks, brokers
and other custodians, nominees and fiduciaries to forward copies of
the proxy material to their principals and to request authority for
the execution of proxies.

                        PURPOSES OF THE MEETING
  At the Annual Meeting, the Company's shareholders will consider and
vote upon the following matters:
  1)  To elect three members to the Company's Board of Directors to
     hold office until the 2002 Annual Meeting or until their
     successors are duly elected   and qualified;
  (2)  To consider and act upon a proposal to approve the issuance of
     Common Stock   upon conversion of Series D Convertible Preferred
     Stock;
  (3)  To consider and act upon a proposal to amend the Company's
     Certificate of   Incorporation to change the Company's name from
     Coastal Physician Group,   Inc. to U. S. Emergency Physicians,
     Inc.
  (4)  To consider and act upon a proposal to amend the Company's
     Certificate of   Incorporation to authorize the Company to issue
     100,000,000 shares of nonvoting common stock with a par value of
     $0.01 per share
  (5)  To consider and act upon a proposal to ratify the action of
     the Board of   Directors in selecting KPMG LLP as independent
     certified public accountants  of the Company for the fiscal year
     ending December 31, 1999; and
  (6)  To transact such other business as may properly come before
     the Annual  Meeting.
  Unless contrary instructions are indicated on the enclosed proxy,
all shares represented by valid proxies received pursuant to this
solicitation will be voted in favor of the election of the three
nominees named herein and in favor of the other proposals set forth
herein. In the event a shareholder specifies a different choice by
means of the enclosed proxy, his or her shares will be voted in
accordance with the specification so made.

            OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
  The Board of Directors (the "Board") has set the close of business
on May 31, 1999 as the record date (the "Record Date") for determining
shareholders of the Company entitled to notice of and to vote at the
Annual Meeting. As of the Record Date, there were 37,953,249 shares of
Common Stock and 444,974 shares of the Company's Series D Convertible
Preferred Stock ("Preferred Stock") outstanding. Each share of Common
Stock is entitled to one vote on each matter to be acted upon at the
Annual Meeting. Each share of Preferred Stock is entitled to ten votes
on each matter to be acted upon at the Annual Meeting except Proposal
2.
   The representation in person or by proxy of a majority of the votes
entitled  to  be cast is necessary to provide a quorum at  the  Annual
Meeting. Directors of the Company are elected by a plurality vote  and
votes may be cast in favor of nominees or withheld. Withheld votes and
abstentions will not be counted as votes cast and will have no  effect
on  the  results of the vote. Proposal 2 will be voted on only by  the
holders  of  Common  Stock on the Record Date  and  will  require  the
affirmative  vote of the majority of the votes cast on  the  proposal,
provided  that more than 50% of the shares of Common Stock outstanding
on  the Record Date are cast. Broker-dealers who hold shares in street
name  have the authority to vote on certain routine matters when  they
have   not  received  voting  instructions  from  beneficial   owners.
Proposals  2, 3 and 4 are not considered routine matters. Accordingly,
broker-dealers who hold shares in street name will not have  authority
to  vote on these proposals ("broker nonvotes"). For purposes  of  the
vote  on  Proposal 2, an abstention or a broker nonvote will have  the
effect of a vote against the proposal, unless holders of more than 50%
of  the  shares  of Common Stock outstanding on the Record  Date  cast
votes  on  the  proposal, in which event neither an abstention  nor  a
broker  nonvote  will  have any effect on  the  result  of  the  vote.
Approval of Proposals 3, 4 and 5 requires the affirmative vote of  the
majority  of  the  total votes. For purposes  of  the  vote  on  these
proposals,  broker nonvotes and abstentions will have the same  effect
as votes against the proposal.
  On the Record Date, Steven M. Scott, M.D., the Chairman, President
and Chief Executive Officer, owned approximately 48% of the
outstanding Common Stock and 54% of the total voting power of the
Company's outstanding voting securities. Dr. Scott has advised the
Company that he intends to vote his shares for the election of the
three director nominees and in favor of the other proposals that will
be considered at the Annual Meeting which will assure the election of
the nominees and the approval of Proposals 3, 4 and 5 and makes the
approval of Proposal 2 highly probable.

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  Except as indicated under "Security Ownership of Management," there
are no shareholders known to the Company to be the beneficial owners
of more than five percent of the Common Stock as of April 30, 1999.
SECURITY OWNERSHIP OF MANAGEMENT
  The following table sets forth certain information with respect to
the beneficial ownership of the Common Stock and Preferred Stock as of
April 30, 1999 by: (i) each director of the Company; (ii) each
executive officer in the Summary Compensation Table; and (iii) all
current directors and executive officers of the Company as a group.
Except as otherwise indicated, each shareholder named has sole voting
and investment power with respect to such shareholder's securities.

                                                     Percent of
               Name and Address(1)           Amount and Nature
Percent of    Total Voting
Title of Class of Beneficial Owner            of Beneficial Ownership
Class(2)       Power (2) (3)

Common Stock   Steven M. Scott, M.D.18,364,760 (4)   48.4%
43.3%
Series D       Steven M. Scott, M.D.     444,974         100.0%
10.5%
Convertible
  Preferred Stock

Common Stock   Bertram E. Walls, M.D.1,418,733 (5)    3.7%
3.3%
Common Stock   Edward L. Suggs, Jr.135,391     (6)       *  *
Common Stock   Charles E. Potter 103,804(7)      *       *
Common Stock   Sherman M. Podolsky, M.D.69,415(8)        *  *
Common Stock   Eugene F. Dauchert, Jr.8,883    (9)       *  *
Common Stock   W. Randall Dickerson5,012(10)     *       *
Shares owned by all
 directors and executive
 officers as a group
 (7 persons):
                            Common Stock 19,960,898   (11)  52.6%
47.1%

                    Series D Convertible    444,974 100.0%  10.5%
                          Preferred Stock
________________________
  (1)  The address for all persons listed below is c/o Coastal
Physician Group, Inc., 2828 Croasdaile Drive, Durham, NC 27705.
  (2)  An asterisk (*) indicates less than one percent.
  (3)  Each share of the Company's outstanding Preferred Stock is
entitled to cast ten votes per share on any matter submitted to a vote
at an annual or special meeting of shareholders, except proposals
pertaining to the conversion of the Preferred Stock. This column
presents the percentage of aggregate voting power held, assuming the
preferred stock is entitled to vote on all matters submitted to a vote
of the Company's security holders.
  (4)  Includes 5,434,977 held by Scott Medical Partners LLC,
1,703,344 shares held by American Alliance Holding Company, 1,500,000
held by Doctors Health Plan, Inc., 815,000 shares held by Scott
Medical Partners II Limited Partnership and 119,143 shares held by S
and W Limited Partnership, entities that are controlled by Dr. Scott.
Dr. Scott disclaims beneficial ownership of shares held by Doctors
Health Plan, Inc. Also includes 535,766 shares held by a partnership,
the partners of which are Dr. Scott and certain trusts established for
the benefit of Dr. Scott's children. Dr. Scott has sole investment
power with respect to these shares, but has sole voting power with
respect to only 390,666 shares. Voting power with respect to the
remaining 145,100 shares is held by Dr. Walls, as trustee of the
trusts. Also includes 79,100 shares held by Mrs. Scott as to which Dr.
Scott disclaims beneficial ownership. Also includes 32,117 shares
subject to presently exercisable options. Dr. Scott disclaims
beneficial ownership of the shares held by American Alliance Holding
Company. The remaining 8,145,323 shares are held by Dr. Scott
directly.
  (5)  Includes 145,100 shares with respect to which Dr. Walls has
voting power and Dr. Scott has investment power. Such shares also are
included under the beneficial ownership of Dr. Scott. Also includes
1,171,695 shares held by certain trusts established for the benefit of
Dr. Scott's children with respect to which Dr. Walls, as trustee,
holds voting and investment power. Includes 2,000 shares owned
directly by Dr. Walls, 6,000 shares subject to presently exercisable
stock options and 93,938 shares reserved for issuance under the
Deferred Compensation Plan.
  (6)  Includes 114,292 shares subject to presently exercisable stock
options and 265 shares owned by Mr. Suggs' wife. Mr. Suggs disclaims
beneficial ownership of the shares held by his wife.
  (7)  Includes 4,000 shares subject to presently exercisable stock
options and 99,804 shares reserved for issuance under the Deferred
Compensation Plan.
  (8)  Includes 23,939 shares subject to presently exercisable stock
options.
  (9)  Includes 3,883 shares subject to presently exercisable stock
options.
  (10) Includes 5,012 shares subject to presently exercisable stock
options.
  (11) Includes 189,243 shares subject to presently exercisable stock
options and 193,742 shares reserved for issuance under the Deferred
Compensation Plan.

EXECUTIVE OFFICERS AND DIRECTORS
    The following table sets forth certain information with respect
to the executive officers and directors of the Company and executive
officers of subsidiaries of the Company who have significant policy-
making authority:

Name                   Age          Position
Steven M. Scott, M.D.   51          Chairman of the Board, President
and
                                    Chief Executive Officer
Bertram E. Walls, M.D.  47          Director
Eugene F. Dauchert, Jr. 45          Director, Secretary, Executive
Vice President
Edward L. Suggs, Jr.    47          Director, President and Chief
Executive Officer,
                                    Healthcare Business Resources,
Inc.
Charles E. Potter (1)   55          Director
Sherman M. Podolsky, M.D.           48  Director, President, Coastal
Physician Services
                                    of South  Florida, Inc.
W. Randall Dickerson    45          Director, Executive Vice President
                                    and Chief Financial Officer
_________________________
(1) Member of the Audit Committee and Compensation Committee of the
  Board of Directors.

    Dr. Scott has been a director of the Company since its formation
in 1977. Until he resigned from the position on December 1, 1994, Dr.
Scott also served as Chairman of the Board of Directors and from 1977
to May 29, 1996, Dr. Scott served as President and Chief Executive
Officer of the Company. Dr. Scott was re-elected Chairman of the Board
of Directors on January 14, 1997, and re-appointed President and Chief
Executive Officer of the Company on March 1, 1997. Dr. Scott has
obstetrics and gynecology practice experience and clinical and
administrative emergency medicine experience. He is board-certified in
obstetrics and gynecology and is a member of the clinical faculty at
Duke University Medical Center. Dr. Scott received his undergraduate
degree and medical education from Indiana University. Dr. Scott
completed his residency in the Department of Obstetrics and Gynecology
at Duke University Medical Center.
    Dr. Walls, a director since 1991, is President and Chief
Executive Officer of Doctors Health Plan, Inc., a former subsidiary of
the Company. The Company sold Doctors Health Plan, Inc. on March 18,
1998. Dr. Walls also served as President of Coastal Physician Contract
Services Group, Inc., a subsidiary of the Company, from January
through December 1994. Effective January 1, 1995, Dr. Walls became the
President and Chief Executive Officer of Century American Insurance
Company ("Century Insurance"). From 1992 to 1993, Dr. Walls was the
President of Sunlife OB/GYN Services, Inc., a subsidiary of the
Company, as well as its Chief Medical Officer from 1991 to 1993. He is
board certified in obstetrics and gynecology and is a member of the
clinical faculty at Duke University Medical Center. Dr. Walls received
his undergraduate degree from North Carolina A&T State University and
his medical degree from Duke University. He completed his residency in
obstetrics and gynecology at Duke University Medical Center. In
addition, Dr. Walls holds a masters of business administration degree
from the Duke University Fuqua School of Business.
    Mr. Dauchert, a director since October 1996, became Executive
Vice President in July 1997. He has also served as President and Chief
Executive Officer of Coastal Physician Networks, Inc. ("CPN"), a
subsidiary of the Company, since January 1, 1996. Prior to that, Mr.
Dauchert served as President of Integrated Provider Networks, Inc., a
subsidiary of CPN. Prior to joining the Company, Mr. Dauchert was a
partner in the law firm of Moore & Van Allen, PLLC where he focused
his practice on health care, corporate and tax matters for 16 years.
Mr. Dauchert received his undergraduate degree from the University of
North Carolina at Chapel Hill and a juris doctor degree with honors
from the University of North Carolina School of Law. He is a member of
the North Carolina and American Bar Associations, and is active in
numerous health care sections of those organizations.
    Mr. Suggs, a director since March 1997, has been with Healthcare
Business Resources, Inc., a subsidiary of the Company, since 1986 and
its President since 1987. Mr. Suggs previously served as a director of
the Company from 1989 to 1994. Previously, Mr. Suggs was Assistant
Controller of Oxford Development Company, a real estate development
firm, and a tax manager for the accounting firm of Ernst & Young LLP.
He received an undergraduate degree in accounting from the University
of North Carolina at Charlotte. Mr. Suggs is a member of the American
Institute of Certified Public Accountants, the North Carolina
Association of Certified Public Accountants and the Healthcare
Financial Management Association.
    Mr. Potter, a director of the Company since April 1997, has been
President of The Potter Financial Group, an independent financial
planning firm in central North Carolina since 1984 and is a Principal
in The Potter Financial Advisory Group, LLC, a registered investment
advisory firm. He received an undergraduate degree in marketing from
St. Peters College in Jersey City, New Jersey in 1966 and has been
active in the financial services industry in various capacities since
that time. He holds four professional designations: (CLU) Chartered
Life Underwriter, (ChFC) Chartered Financial Consultant from the
American College, Bryn Mawr, PA, (RFC) Registered Financial Consultant
from the International Association of Registered Financial Consultants
and (AEP) Accredited Estate Planner from the National Association of
Estate Planning Councils. He is also a member of the Association for
Advanced Life Underwriters and a Qualifying and Life Member of the
Million Dollar Round Table, an international sales organization.
    Dr. Podolsky became a director on January 1, 1998, and is
President of Coastal Physician Services of South Florida Inc., a
subsidiary of the Company. Dr. Podolsky has also served as Senior Vice
President of Medical and Corporate Affairs and Senior Medical Officer
for Coastal Emergency Services of Ft. Lauderdale, Inc., a subsidiary
of the Company, since 1991. He is a member of the American College of
Emergency Physicians. He received his medical education from Chicago
Medical School and completed his Emergency Medicine Residency at the
University of California, San Francisco and is a member of the
American College of Emergency Physicians. Prior to joining the
Company, Dr. Podolsky held the position of Chairman of Emergency
Medicine at Albert Einstein Medical Center in Philadelphia and also
served on the faculty of UCLA and Stanford University.
    Mr. Dickerson became Chief Financial Officer on September 21,
1998. He previously served as Interim Chief Financial Officer from
March 17, 1997 until September 1, 1997. Mr. Dickerson was appointed to
the Board of Directors on May 21, 1999. He joined the Company in 1993
and has served as Chief Financial Officer of Healthcare Business
Resources, Inc., a subsidiary of the Company, as Corporate Controller
and as Corporate Treasurer. Prior to joining the Company, Mr.
Dickerson was a partner with the accounting firm of Ernst & Young LLP.
He is a certified public accountant and a graduate of the University
of South Carolina.

MEETINGS AND CERTAIN COMMITTEES OF THE BOARD OF DIRECTORS
  The Board of Directors held 12 meetings during 1998. Mitchell W.
Berger and Mr. Potter were the members of the Audit Committee on
January 1, 1998. On July 10, 1998, Mr. Berger resigned from the Board
of Directors. Mr. Mark J. Pastin was appointed  to the Board of
Directors and the Audit Committee on August 12, 1998. Mr. Pastin
resigned from the Board of Directors on December 31, 1998. The
principal functions of this committee are to make recommendations to
the Board of Directors with respect to the selection of the Company's
independent accountants, to review the Company's internal controls and
confer with and make recommendations to the Company's independent
accountants concerning the scope and results of their audit. The Audit
Committee met five times during 1998.
  Mr. Berger and Mr. Potter were the members of the Compensation
Committee on January 1, 1998. On July 10, 1998, Mr. Berger resigned
from the Board of Directors. Mr. Mark J. Pastin was appointed to the
Board of Directors and the Compensation Committee on August 12, 1998.
Mr. Pastin resigned from the Board of Directors on December 31, 1998.
The principal functions of the committee are to review and make
recommendations to the Board of Directors with respect to the
compensation of the executive officers of the Company. The
Compensation Committee met two times during 1998.
EXECUTIVE COMPENSATION
    The following table sets forth the compensation received by the
President and Chief Executive Officer of the Company during 1998 and
its four other most highly compensated executive officers who were
incumbent at December 31, 1998 (collectively, the "Named Executive
Officers") for services rendered to the Company or its subsidiaries
during the years ended December 31, 1998, 1997 and 1996, as
applicable:


                      SUMMARY COMPENSATION TABLE


                                                 Long Term
                         Annual Compensation
Compensation
                                                   Awards
Securities
                                     Other Annual     Underlying
All Other
Name and Principal            Salary    Bonus  Compensation    Options
Compensation Position               Year        ($)      ($)
($)                  SARs(#)         ($) (2)

Steven M. Scott,M.D(3)  1998   400,000      --  --         --
5,416
Chairman of the         1997   400,000      --  --         --
4,290
Board, President        1996   333,333      --     12,806        --
5,296
and Chief Executive
Officer of the
Company

Eugene F. Dauchert,     1998   190,000      --          --
3,645
Jr.Director and         1997   160,000   54,745 --      100,000
4,405
Executive Vice          1996   160,000    8,500 --      --
4,481
 President

Vice President
Edward L. Suggs, Jr.   1998   228,462   --      --      --
4,342
Director, President &  1997   213,654   50,769  --      100,000
4,049
Chief Executive Ofs.   1996   190,000      --           --   --
2,442
Healthcare Business
Resources, Inc. (3)

Sherman M. Podolsky    1998   242,430   28,800  --      --
4,411
M.D.                   1997   176,667   50,000  --      --
3,563
Director, President,   1996    92,030    9,000  --      --
3,303
 Coastal
Physician Services
 of South
Florida, Inc. (4)

W. Randall Dickerson   1998   154,734           --      --  --
273
Director, Executive    1997   126,182 80,000    --      --        97
Vice President and     1996   113,431           --      --  --
108
Chief Financial
Officer


_________________
(1) Reflects imputed income for personal use of the Company's
aircraft.
(2) Includes for 1998: (i) contributions made under the Company's
401(k) plan of $3,400, $3,263, $3,750 and $3,750 for Dr. Scott, Mr.
Dauchert, Mr. Suggs and Dr. Podolsky, respectively, and (ii) premiums
paid for group life insurance policies of $2,016, $383, $661, $592,
and $273 for Dr. Scott, Mr. Dauchert, Mr. Suggs, Dr. Podolsky, and Mr.
Dickerson, respectively.
(3) Healthcare Business Resources, Inc. ("HBR") is a subsidiary of the
Company.
(4) Coastal Physician Services of South Florida, Inc. is a subsidiary
of the Company.

AGGREGATED OPTION/SAR EXERCISES AND OPTION/SAR VALUES
  The following table provides certain information concerning the
number of securities underlying unexercised options held by each of
the Named Executive Officers and the value of such officers'
unexercised options at December 31, 1998:

          AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                 AND FISCAL YEAR-END OPTION/SAR VALUES


                  Number of Securities Underlying Unexercised
                    Options/SARs at Fiscal Year -End (#) (1)
Name                     Exercisable     Unexercisable
Steven M. Scott, M.D.        32,117          100,000
Eugene F. Dauchert, Jr.       3,883          170,000
Edward L. Suggs, Jr.         82,976          171,316
Sherman M. Podolsky, M.D.    23,939           50,000
W. Randall Dickerson          5,012           20,000
_______________________
(1) No unexercised options were in the money at fiscal year-end.
Compensation of Directors
    Each director who is not an officer or employee of the Company
(an "Independent Director") receives $20,000 annually for serving as a
director plus $1,200 for each meeting of the Board of Directors
attended. The respective Chair of the Audit and Compensation
Committees receive an additional $1,200 annually for services rendered
in that capacity. At each director's election, compensation may be
paid either currently, in cash, or deferred and paid in cash or in
shares of Common Stock at the distribution date of the deferred
compensation. Pursuant to the Company's 1994 Independent Directors'
Stock Option Plan, an Independent Director who is elected to the Board
of Directors automatically receives an option to purchase 3,000 shares
of Common Stock and any Independent Director who continues to serve as
a director following an annual meeting of shareholders automatically
receives an option to purchase 1,000 shares of Common Stock. The
respective Chair of the Audit and Compensation Committees
automatically receive an additional option to purchase 2,000 shares of
Common Stock as of the first committee meeting following an annual
meeting of shareholders. The exercise price of these options is the
fair market value of the underlying shares on the date of grant. The
options become exercisable one year from the date of grant and have a
ten-year term.

EMPLOYMENT AND CERTAIN OTHER AGREEMENTS
Steven M. Scott, M.D.
  In April 1991, Dr. Scott and the Company entered into a five-year
employment agreement that renews automatically each year, unless
either party gives notice of non-renewable, and terminates in any
event when Dr. Scott reaches age 70. The employment agreement provides
for an annual base salary of $400,000, which is to be reviewed
annually by, and can be increased at the discretion of, the
Compensation Committee. Dr. Scott is also entitled to incentive
compensation in an amount determined at the discretion of the
Compensation Committee, based on its consideration of the Company's
financial results, the development, implementation and attainment of
strategic business planning goals and objectives, increases in the
Company's revenues and operating profits, and other factors deemed
relevant by the Compensation Committee in evaluating Dr. Scott's
performance. Although not a requirement, the target for Dr. Scott's
incentive compensation is two percent of the Company's earnings before
interest and taxes, not to exceed his annual base salary. In addition,
the Compensation Committee may grant Dr. Scott discretionary bonuses
from time to time.
  In its discretion, the Compensation Committee may award any
incentive or discretionary bonus compensation payable to Dr. Scott as
an immediately payable cash payment, a deferred cash payment or in non-
qualified stock options. A range of valuation for any such options
will be established by the Compensation Committee using the Black-
Scholes or binomial pricing model, or other recognized pricing model,
or using the assumptions and specifications adopted by the Securities
and Exchange Commission (the "Commission") which govern the disclosure
of executive compensation in proxy statements and other Commission
filings. Any such options will expire after the earlier to occur of
the tenth anniversary of the termination of Dr. Scott's employment,
the date of Dr. Scott's 70th birthday or the expiration of the maximum
term of such options set forth in the stock option plan pursuant to
which such options are granted.
  In the event of Dr. Scott's disability prior to the age of 70, he
would be entitled to base compensation, incentive compensation and
bonus compensation for twelve months. The bonus compensation would
equal the average of the bonus compensation paid or payable to Dr.
Scott during the thirty-six months preceding the disability. The
incentive compensation would equal the greater of (i) the average of
the incentive compensation paid or payable to Dr. Scott during the
thirty-six months preceding the disability or (ii) an amount equal to
(x) 50% of Dr. Scott's base salary for any year in which the Company's
revenues and operating profits increased 12% over the prior year, (y)
75% of Dr. Scott's base salary if the Company's annual revenues and
operating profits increased 17% over the prior year or (z) 100% of Dr.
Scott's base salary if the Company's annual revenues and operating
profits increased 22% over the prior year. If the disability is
continuous for a period of twelve consecutive months, Dr. Scott would
be entitled to receive 75% of his base salary and the averages of both
incentive compensation and bonus compensation paid or payable during
the thirty-six months preceding the disability, which amount shall be
increased by five percent annually. In the event of Dr. Scott's death
prior to the age of 70, his surviving spouse (or his estate in the
event of her death or remarriage) would be entitled to receive for ten
years an amount equal to Dr. Scott's base salary and the average of
both incentive compensation and bonus compensation paid or payable
during the thirty-six months preceding his death, which amount shall
be increased by five percent annually.
  If the Company terminates Dr. Scott without cause, Dr. Scott would
be entitled to receive for the remainder of the then existing five-
year term of the agreement his base salary and the averages of both
incentive compensation and bonus compensation paid or payable during
the thirty-six months preceding termination, which amount shall be
increased by five percent annually. In the event that Dr. Scott
terminates his employment agreement as a result of the Company's
material breach thereof, which breach remains uncured for 60 days
after written notice, Dr. Scott would be entitled to receive
compensation equal to that payable to him upon termination by the
Company without cause.
  In order to facilitate the December 31, 1997 purchase by Scott
Medical Group, LLC (see "Certain Relationships and Related
Transactions"), the Company entered into a partial release of the non-
compete agreements pursuant to the employment agreement between Dr.
Scott and the Company. The release allows Scott Medical Group, LLC and
any other entity owned or controlled by Dr. Scott to own, manage,
operate or otherwise provide physician practice and management
services to physician and clinic practices.
  In order to facilitate the purchase by Dr. Scott of Doctors Health
Plan, Inc. and Health Enterprises, Inc. ("HPSE") in 1998 (see "Certain
Relationships and Related Transactions"), the Company entered into a
partial release of the non-compete agreements pursuant to the
employment agreement between Dr. Scott and the Company. The release
allows Dr. Scott and any other entity owned or controlled by Dr. Scott
to own, manage, operate or otherwise provide services to health
maintenance organizations ("HMOs"). Dr. Scott and any other entity
owned or controlled by Dr. Scott are permitted to increase and expand
their ownership, management and operation of HMOs, including without
limitation creating start-up locations or acquiring additional HMOs in
any geographic location.


Eugene F. Dauchert, Jr.
  On July 1, 1997, Mr. Dauchert entered into a restated and amended
employment agreement pursuant to which Mr. Dauchert serves as
Executive Vice President and Chief Administrative Officer of the
Company. The initial term of the Agreement was from July 1, 1997
through June 30, 1998. Thereafter, the Agreement continues until and
unless terminated by either party. The agreement provides for an
annual increase in base salary of 7.5% on July 1 unless other terms
are agreed upon between the parties. Under the agreement, Mr. Dauchert
received an annual base salary of $180,000 in 1998, and was eligible
for certain incentive or performance bonuses based upon the
achievement of certain cash flow goals during the second fiscal
quarter of 1998, and for certain other incentive or divestiture
bonuses based upon the successful divestiture of certain operating
subsidiaries. Certain of these subsidiaries were divested in 1998, and
Mr. Dauchert was entitled to a divestiture bonus of $56,387.
  Effective January 1, 1999, Mr. Dauchert entered into an amended
employment agreement which provided for the divestiture bonus and the
increase in base salary for the period July 1, 1998 through December
31, 1998 to be deferred until January 1, 1999 and paid during the
first six months of 1999. The amendment deferred the annual increase
in base salary from July 1, 1999 to January 1, 2000 and provides for
certain incentive bonuses as follows: (i) an incentive bonus payable
based upon significant mergers, acquisitions, divestitures, recoveries
or refinancings being successfully completed, (ii) a bonus equal to
2.5% of base salary per quarter based upon the net profitability of
the Company, (iii) a discretionary bonus of up to 15% of annual base
salary, and (iv) an aggregate cap on all bonuses during any on year
equal to 40% of base salary.
  The employment agreement continues to impose certain
confidentiality obligations on Mr. Dauchert and contains a covenant
not to compete with the Company or its affiliates for a specified time
in the event of a termination of the agreement.

Edward L. Suggs, Jr.
  On March 1, 1997, Mr. Suggs entered into an employment agreement
with HBR, a subsidiary of the Company. The initial term of the
agreement is from March 1, 1997 through February 29, 2000. Under the
agreement, Mr. Suggs serves as the President and Chief Executive
Officer of HBR and on the Board of the Company. Mr. Suggs receives an
annual base salary of $220,000, subject to annual review and
adjustment as of each March 1 during the term of the agreement. As an
initial signing bonus, the Company released Mr. Suggs from any claim
to the then outstanding indebtedness of approximately $16,000
evidenced by a promissory note in the original face amount of $25,000.
Mr. Suggs will be eligible for up to $20,000 each quarter in
performance bonuses, based upon the financial performance of HBR and
other factors, which may include the discretion of HBR or the Company.
The employment agreement imposes certain confidentiality obligations
upon Mr. Suggs and contains a covenant not to compete with HBR or its
affiliates or solicit its employees for a specified period of time.

Sherman M. Podolsky, M.D.
  On January 1, 1998, Dr. Podolsky entered into an employment
agreement with Coastal Physician Services of South Florida, Inc. ("CPS
of South Florida"), a subsidiary of the Company. The initial term of
the agreement is from January 1, 1998 through December 31, 2000. Under
the agreement, Dr. Podolsky serves as the President and Chief
Executive Officer of CPS of South Florida. Dr. Podolsky receives an
annual base salary of $240,000, subject to annual review and
adjustment as of each January 1 during the term of the agreement. Dr.
Podolsky will be eligible for incentive bonuses based upon certain
cash improvement target quotas and other factors which are established
by the President of Coastal Physician Services, Inc., a subsidiary of
the Company. The employment agreement imposes certain confidentiality
obligations upon Dr. Podolsky and contains a covenant not to compete
with CPS of South Florida or its affiliates or solicit its employees
for a specified period of time.

W. Randall Dickerson
  In March 1999, Mr. Dickerson entered into an employment agreement
with the Company pursuant to which Mr. Dickerson will serve as an
Executive Vice President and Chief Financial Officer of the Company.
The initial term of the agreement is November 1, 1998 through October
31, 1999. Under the agreement, Mr. Dickerson receives an annual base
salary of $180,000 and will be eligible for an incentive bonus based
upon certain performance goals. The employment agreement imposes
certain confidentiality obligations upon Mr. Dickerson and contains a
covenant not to compete with the Company or its affiliates or solicit
its employees for a specified period of time.

        COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General
  Historically, the Company's compensation policies have been
designed to attract and retain key executives by paying competitive
base salaries, awarding discretionary cash bonuses based on
qualitative and quantitative performance factors and granting
incentive and nonqualified stock options to selected executive
officers and other key employees to seek to align their interests more
closely with those of the Company's shareholders. For senior
executives who were not compensated under employment agreements during
1998, base salaries and discretionary bonuses were generally
determined by the Compensation Committee based on the recommendations
of the Chief Executive Officer and operating subsidiary presidents.
  Management's focus during 1998 was on completing its divestiture
strategy and continuing to operate and improve the performance of the
Company's core businesses. In addition, emphasis was placed on
increasing accountability and measurement of operating results for
operating divisions and subsidiaries. The Company's compensation
philosophy provides for salary and bonus arrangements based on
performance of operating subsidiaries or divisions, particularly upon
improvements in cash flow from quarter to quarter, or achievement of
certain goals by the corporate group executives. This philosophy has
been integrated into the provisions of each executive employment
agreement entered into during 1998 and also is reflected in the
current compensation arrangements for executive officers who do not
have employment agreements. See "Employment and Certain Other
Agreements."

Chief Executive Officer's Compensation
  Dr. Scott, as the Company's Chairman, President and Chief Executive
Officer, is currently is compensated under the terms of an April 1991
employment agreement. No discretionary compensation potentially
available to Dr. Scott under his employment agreement was awarded by
the Compensation Committee during 1998. See "Employment and Certain
Other Agreements."
                          Charles E. Potter*

* See "Meetings and Certain Committees of the Board of Directors" for
a description of changes in the membership of the Compensation
Committee during 1998.

PERFORMANCE GRAPH
  The following graph compares the yearly percentage change in the
Company's cumulative total shareholder return on the Common Stock for
each of the last five fiscal years with the cumulative total return of
(i) the S & P 500 Index and (ii) a composite of five managed
care/health care services companies. This composite consists of:
American Physician Partners, Inc., Medaphis Corporation, MedPartners,
Inc., Pediatrix Medical Group, Inc. and Sheridan Healthcare, Inc.
("The New Peer Group") The Company has selected the New Peer Group
based on the greater similarity of their businesses to the Company's
business than those companies included in the S&P Health Care
Composite Index or the peer group included in the proxy statement for
the 1998 Annual Meeting, which consisted of Medaphis Corporation,
MedPartners, Inc., Humana, Inc., Coventry Healthcare Inc., and Phycor,
Inc. (the "Old Peer Group"). The New Peer Group was developed because
of changes in the Company's core business focus, including the
divestitures of it HMOs and clinic operations which were heavily
represented in the Old Peer Group.

            Comparison of Five Year Cumulative Total Return
                 Among Coastal Physician Group, Inc.,
     S&P 500 Index and Managed Care/Health Care Services Composite


                      1993    1994     1995    1996    1997     1998
Coastal Physician      100    68.87   33.96    8.81    2.04     .94
Group, Inc.
New Peer Group         100   140.91   224.24  131.97  128.77   109.56
Index
S&P 500 Index          100   101.32   139.40  171.41  228.59   293.92
Old Peer Group         100   127.97   166.79  105.73  112.51   78.88
Index

                 Assumes $100 invested on Jan. 1, 1994
                      Assumes Dividend Reinvested
                   Fiscal Year Ending Dec. 31, 1998



Certain Relationships and Related Transactions
  The Company engaged in transactions with entities owned or
controlled by Dr. Scott including American Alliance Holding Company
and certain of its affiliates ("Alliance"), which included Century
American Insurance Company ("Century Insurance") until Century
Insurance was sold by Alliance to a purchaser unaffiliated with the
Company in May 1998. Dr. Scott is the beneficial owner of all of the
outstanding shares of Common Stock of Alliance. Amounts paid by the
Company to these entities, including amounts paid to Century Insurance
through May 1998, net of amounts received, were net receipts of
$6,978,000 for the year ended December 31, 1998 and net payments of
$4,186,000 and $5,135,000 for the years ended December 31, 1997 and
1996, respectively. These transactions and relationships are described
below.
  On January 1, 1998, the Company and Medical Group Purchasing
Association ("MGPA") entered into a Risk Management Agreement with
Century Insurance pursuant to which Century Insurance agrees to
provide, and the Company and MGPA agree to purchase, insurance
policies providing professional liability insurance for the Company
and the physicians and other medical and clinical providers under
contract with the Company. The initial term of the agreement is four
years and the agreement thereafter automatically renews for additional
one year terms unless either party gives notice of non-renewal by July
1 of the year preceding the renewal term. The Company and MGPA have
the ability to "opt out" of coverage under the policy in the event
that a competitive policy is located at a price less than 85% of the
quoted premium from Century Insurance for coverage on substantially
the same terms and conditions. The policy may also be canceled by the
Company and MGPA by giving notice by July 1 of a policy year and
paying a termination fee equal to 10 percent of the insurance premium
in effect if terminated in year two, 7.5 percent if terminated during
year 3 and 5 percent if terminated thereafter.
  Effective December 31, 1998, the Company and the MGPA elected to
"opt out" of coverage under the policy and agreed to purchase
insurance policies from an unaffiliated company to provide
professional liability insurance for the Company and the physicians
and other medical and clinical providers under contract with the
Company. The terms and conditions of the coverage are the same as has
historically been provided to the Company and MGPA by Century
Insurance in the past. The premium for the coverage is based on the
underwriting criteria and loss experience of the account.
  The Company and certain of its subsidiaries sublease office space
in Durham, North Carolina, consisting of approximately 59,000 square
feet in a building owned by American Alliance Realty Company
("Alliance Realty") and leased to Century Insurance. During the year
ended December 31, 1998, the Company paid approximately $676,000 under
these sublease agreements. The Company, Alliance Realty and Century
Insurance are all liable to the holder of a first mortgage on the
property for the total rentals specified in the prime lease. However,
the Company has an agreement of indemnity from Alliance Realty with
respect to the total rentals. The prime lease commenced in August 1988
and has a fifteen-year term requiring minimum lease payments of
approximately $788,000 per year for years one through five, $959,000
per year for years six through ten and $1,166,000 per year for years
eleven through fifteen.
  The Company leased office space from corporations controlled by Dr.
Scott and paid rent to such corporations during 1998 of $33,000. As
discussed below, the Company entered into a termination of the
remaining lease obligations for certain office space under lease
through 2002.
  Effective May 31, 1997, the Company sold certain assets related to
seven primary care clinics operated by the Company (the "May Clinic
Sale") to Scott Medical Group LLC ("Scott Medical"). Scott Medical is
a privately held limited liability company which is controlled by Dr.
Scott. The purchase price for the assets of the seven clinics was
$388,657 paid pursuant to a promissory note due May 31, 1998, with
interest at 12% per annum, which was paid in full. In addition, Scott
Medical gave a promissory note in the amount of $803,088 for certain
other assets, primarily accounts receivable, related to two other
clinic locations previously sold to unrelated third parties. This note
was also due May 31, 1998 with interest at 10% per annum. On June 2,
1998, Scott Medical paid principal and interest of $252,591 of the
balance due under the note. As a result of lower than expected
collections on the accounts receivable sold, the principal amount of
the note was reduced by $571,252 leaving a balance of $2,208 at
December 31, 1998. Interest was recalculated based on the adjusted
principal amount.
  On December 31, 1997, the Company and certain of its subsidiaries
closed on a transaction (the "IPN Sale") pursuant to which the Company
sold to Scott Medical the following assets: (i) all of the issued and
outstanding stock of Integrated Provider Networks, Inc., a North
Carolina corporation ("IPN") which provides practice and physician
management services to professional corporations; (ii) all of the
issued and outstanding stock of Practice Solutions, Inc., a North
Carolina corporation ("PSI") which provides billing services to
freestanding physician practices and clinics, including those under
management by IPN; (iii) all of the issued and outstanding stock of
Sunlife OB-GYN Services of Broward County, Inc., a Florida corporation
("Sunlife"); (iv) substantially all of the assets of Ft. Lauderdale
Perinatal Associates, which operates two physician clinics located in
Plantation, Florida and Fort Lauderdale, Florida, and Physician Access
Center, which operates a clinic in San Francisco, California
(collectively the "Clinics"); and (v) certain accounts receivable of
Sunlife (the "Sunlife Receivables") which had previously been sold to
NPF-XI, Inc. pursuant to a series of receivables securitizations and
other financing arrangements between the Company and subsidiaries of
National Century Financial Enterprises, Inc. ("NCFE").
  As part of the IPN Sale, Scott Medical assumed all of the lease
obligations of a subsidiary of the Company to Chateau Limited
Liability Company ("Chateau"), a privately held limited liability
company which is controlled by Dr. Scott. The estimated balance of the
gross lease payments that were due under the Chateau lease after
October 31, 1997 is $2,778,056. The parties negotiated a release fee
for the Chateau lease of $750,000 which was credited against the
amount Scott Medical owes the Company for expenses advanced with
respect to the May Clinic Sale such that the net balance owed was
$810,283, which was paid pursuant to the terms of a promissory note
due December 31, 1998, plus interest at an annual rate of 5.84%.
  In addition, Scott Medical gave a promissory note (the "Receivables
Purchase Note") as the consideration for Scott Medical's purchase of
the Sunlife Receivables. The principal amount of the Receivables
Purchase Note was $1,000,727, the book value of the Sunlife
Receivables. The Receivables Purchase Note provided for interest at
5.68% through October 31, 1998 and 10.94% thereafter, payable
quarterly, with all principal and accrued but unpaid interest payable
in full on October 31, 1998. The Receivables Purchase Note was subject
to adjustment if the actual collections with respect to the Sunlife
Receivables varied five percent from the principal amount of the
Receivables Purchase Note. The resulting adjustment retroactively
reduced the principal amount of the note by $687,857 to $312,870 upon
which interest was recalculated.
  The IPN Sale transaction was negotiated between the parties to be
effective as of November 1, 1997. The purchase price was $10,100,000,
paid $5,000,000 in cash at the closing with the balance paid with a
short term promissory note in the principal amount of $5,000,000 and a
receivable from the purchaser in the amount of $100,000, both of which
were paid in full in January 1998. Pursuant to the terms of the
Agreement, the purchase price was reduced by approximately $192,000
due to an increase in the liabilities of IPN (including Prim Med,
Inc., its wholly owned subsidiary) and PSI from the liabilities as
shown on their September 30, 1997 balance sheets. During the period
from November 1, 1997 to December 31, 1997, the Company operated the
subsidiaries and advanced expenses for such operations. The advances
totaled $1,302,016. Pursuant to the terms of the purchase agreement,
$150,000 was paid in cash and the balance added to the Receivables
Purchase Note. Effective December 31, 1998, the purchase price was
further reduced by $657,558 based upon the actual collections of the
outstanding accounts receivable of IPN, Prim Med, Inc. and the
professional corporations under management by IPN as agreed upon by
the parties.
  On March 18, 1998, the Company completed the sale of DHP to DHP
Holdings, LLC (the "Purchaser") for a price of $5,993,532. The
Purchaser is a privately held limited liability company controlled by
Dr. Scott. The Purchaser acquired all of the outstanding stock of
Doctors Health Plan in the transaction.
  After a thorough review of the operations of DHP and the
anticipated funding that would likely be required in the balance of
1998, the Company determined that the best course of action was to
divest the asset. The Company retained the investment banking firm of
Advest, Inc. to advise the Company, to assist in completing the sale
and to render a fairness opinion regarding the financial aspects of
the transaction. The purchase price was determined by negotiation
between the Company and Purchaser, and Advest, Inc. advised the
Company on the fairness of financial aspects of the transaction.
  The North Carolina Commissioner of Insurance issued an order dated
March 11, 1998 exempting the transfer from the provisions of North
Carolina law that pertain to acquisition of control of a domestic
insurer. This order required the Company to complete the transaction
within thirty days and to convert to equity a $1,100,000 loan made by
the Company to Doctors Health Plan on March 2, 1998.
  Immediately prior to the closing of the sale of Doctors Health
Plan, the Company made an additional equity contribution required by
regulatory authorities in the amount of $993,532 to Doctors Health
Plan. As a result, the purchase price of $5,000,000 was increased to
$5,993,532 to take into account this equity contribution. The purchase
price was paid $993,532 in cash, with the balance paid pursuant to a
$5,000,000 promissory note (the "DHP Note") due and payable by March
28, 1998. The DHP Note bears interest after March 28, 1998 at the rate
of 12% per annum until paid. The original DHP Note provided that if it
was not paid in full within the earlier of (i) 90 days from March 18,
1998 or (ii) 45 days after the Company gave Purchaser notice that it
intended to accept a Strike Price (as defined below), the Purchaser
agreed to provide collateral to secure the DHP Note. On June 7, 1998,
the Board approved an amendment to the DHP Note providing for an
extension of the due date until June 8, 2001, quarterly interest
payments and principal payments of $1,000,000 on June 8, 1999,
$1,000,000 on June 8, 2000, and the balance on June 8, 2001. The
Purchaser entered into a Pledge Agreement with the Company dated June
8, 1998, pledging all of the issued and outstanding stock of Alliance
as security for the repayment of the amended DHP Note. Effective
October 30, 1998, the principal amount of the DHP note and accrued
interest of $396,164 were paid and all collateral was released.
Proceeds were used to reduce debt of the Company.
  For a period of 12 months from the closing, the Company had the
right to market and sell Doctors Health Plan to potential third party
purchasers. No third party purchasers were identified prior to March
18, 1999.
  As part of the transaction, the Company agreed to a partial release
of its non-compete agreement with Dr. Scott . This partial release
allows Dr. Scott to operate health maintenance organizations and
similar organizations in all areas, other than those areas in Florida
and Georgia where the Company and/or its affiliates operate health
maintenance organizations. In addition, the Company agreed that for a
one year period following the closing date, the Company will not
engage in the business of providing health maintenance organization or
similar services in the State of North Carolina and those service
areas in the State of South Carolina served by Doctors Health Plan.
  On March 3, 1998, Dr. Walls made an investment of $2.0 million in
the Company in exchange for a $2.0 million convertible debenture due
July 1, 1998 bearing interest at 10% per annum. The debenture,
including accrued interest, was convertible, at the holder's option,
into the Company's Common Stock and a new series of Preferred Stock.
The conversion price for the Common Stock was equal to the lower of:
(i) the average closing price of the Common Stock on the New York
Stock Exchange for the 10 trading days ending on March 3, 1998, the
date of the issuance of the debenture, or (ii) the average closing
price for the 10 trading days ending on June 30, 1998. The conversion
price for the Preferred Stock was ten times the conversion price for
the Common Stock. On May 1, 1998, Dr. Scott acquired the debenture
from Dr. Walls. On June 29, 1998, the debenture was amended to provide
for conversion solely into Series D Convertible Preferred Stock
("Series D Preferred"). On June 30, 1998, Dr. Scott elected to convert
the debenture into 444,974 shares of Series D Preferred. The Series D
Preferred is convertible into 10 shares of Common Stock for each share
of Preferred Stock only upon approval by the holders of the Common
Stock.
  On October 30, 1998, the Company completed the sale of Health
Enterprises, Inc., whose primary operating subsidiary is Healthplan
Southeast, Inc. ("HPSE"), to Dr. Scott. Dr. Scott acquired all of the
outstanding stock of HPSE in a transaction which is effective as of
October 1, 1998 for financial reporting purposes. The purchase price
of $15 million was used to decrease debt.
  HPSE is an HMO licensed to operate in the State of Florida with
approximately 80,000 members. For the nine months ended September 30,
1998, Health Enterprises, Inc., reported unaudited consolidated
revenues of approximately $82,815,000 and net losses of approximately
$5,181,000 million. As a result of these losses, the Company was
required to make significant capital contributions to HPSE in 1998
prior to its sale, and the Company anticipated that substantial
additional capital contributions would be required during the balance
of 1998.
  The Company retained the investment banking firm of Salomon Smith
Barney to advise the Company, to assist in completing the sale and
advise the Company on the financial aspects of the transaction. After
a thorough review of the operations of HPSE and the anticipated
funding that would likely be required in the balance of 1998, the
Company determined that the best course of action was to divest the
asset. The purchase price was determined by negotiation between the
Company and Dr. Scott.
  The Florida Department of Insurance issued a consent granting
approval of the Purchaser's acquisition of the outstanding voting
securities of HPSE.
  For a period of twelve (12) months from the closing, the Company
has the right to market and sell HPSE to potential third party
purchasers. If the Company located a third party purchaser before
October 31, 1999 who was willing to purchase HPSE at a price that
exceeded the Strike Price (as defined in the purchase agreement), then
the Company may have elected to have the sale take place. If the
Company elected to sell to the third party, Dr. Scott had the right to
either (i) pay to the Company an amount equal to the amount that would
have been received by the Company as a result of the sale to the third
party or (ii) agree to consummate a closing and sale to the third
party purchaser. If the Company entered into a definitive agreement to
sell HPSE at a price greater than the Strike Price before December 31,
1998, the net proceeds (after payment of marketing expenses of the
sale to the third party) of the sale would have been remitted to the
Company. No third party purchaser was located prior to December 31,
1998. If the Company enters into a definitive agreement to sell HPSE
at a price greater than the Strike Price after December 31, 1998 but
before October 30, 1999, the net proceeds (after payment of marketing
expenses of the sale to the third party) of the sale will be divided
between Dr. Scott and the Company.
  The Strike Price is a price that will yield net proceeds of the
sale (after payment of the costs to market and sell to a third party)
in an amount equal to the Dr. Scott's net investment in HPSE plus a
twelve percent (12%) annualized return on the net investment. Dr.
Scott's net investment shall be equal to his purchase price plus his
contributions to HPSE plus his out-of-pocket costs to acquire, finance
and operate HPSE minus any distributions or dividends Dr. Scott
receives from HPSE. If the sale is prior to October 31, 1999, Dr.
Scott will be entitled to receive from net proceeds (after payment of
marketing expenses of the sale to the third party) the greater of (i)
his net investment plus a twelve percent (12%) annualized return on
such amounts or (ii) an amount equal to his net investment plus fifty
percent (50%) of the difference between (x) the amount of the net
proceeds less the Company's investment banker fees and expenses in
selling HPSE to the Dr. Scott minus (y) his net investment and the
Company will receive the balance of the proceeds. In all potential
sales to third party purchasers, the Dr. Scott has the right to retain
ownership of HPSE and pay the Company an amount equal to the amount
the Company would have received as a result of the sale to the third
party.
  As part of the transaction, the Company agreed to a partial release
of its non-compete agreement with Dr. Scott. See "Executive
Compensation."


                              PROPOSAL 1
                         ELECTION OF DIRECTORS
NOMINEES
  The  Company's Certificate of Incorporation and Bylaws  provide  for
seven  directors of whom two or three are elected each year  to  serve
for  three-year terms. Three directors are to be elected at the Annual
Meeting  to  serve for a term expiring at the 2002 Annual  Meeting  of
Shareholders,  expected  to be held in June  2002,  or  until  his/her
successor  has  been  duly  elected and qualified.  The  nominees  for
election  to  a term ending in 2002 are Charles E. Potter,  Eugene  F.
Dauchert, Jr., and Edward L. Suggs, Jr.
  The  nominees  are  current  members of the  Board.  See  "Executive
Officers  and Directors." The Board has no reason to believe that  the
nominees  will refuse to act or be unable to accept election; however,
in the event that the nominees are unable to accept election or if any
unforeseen  contingencies should arise, it is  intended  that  proxies
will be voted for other nominees, if any, and for such other person as
may be designated by the Board, unless it is directed by a proxy to do
otherwise.

  THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES
                      FOR ELECTION AS DIRECTORS.


                              PROPOSAL 2

 ISSUANCE OF COMMON STOCK UPON CONVERSION OF THE SERIES D CONVERTIBLE
                            PREFERRED STOCK
  Description of Capital Stock
    The Company's authorized capital stock consists of 100,000,000
shares of Common Stock and 10,000,000 shares of preferred stock, all
of which have a par value of $0.01.
    Common Stock. The holders of Common Stock are entitled to one
vote per share on all matters to be voted on by the shareholders.
Subject to preferences that may be applicable to any outstanding
shares of preferred stock, the holders of Common Stock are entitled to
receive ratably such dividends, if any, as may be declares from time
to time by the Board of Directors out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to share ratably in
all assets remaining after payment of liabilities, subject to prior
liquidation rights of holders of preferred stock, if any, then
outstanding. The Common Stock has no preemptive or conversion rights
or other subscription rights. There are no redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares of
Common Stock are fully paid and nonassessable. The Common Stock is
quoted on the over the counter market.
    Preferred Stock. The Board of Directors, without any further vote
or action by the shareholders, has authority under the Company's
Certificate of Incorporation to issue preferred stock in one or more
series and to fix the rights preferences, privileges, and restrictions
granted to or imposed upon any unissued series of shares of
undesignated preferred stock and to fix the number of shares
constituting any series and the designations of such series.

  DESCRIPTION OF THE SERIES D CONVERTIBLE PREFERRED STOCK
    The Board of Directors has authorized 1,200,000 shares of Series
D Convertible Preferred ("Series D Preferred"). Certificates of
Designation for Series D Preferred have been filed with Secretary of
State of Delaware.
    DIVIDENDS. Holders of the Series D Preferred are entitled to
receive dividends, when, as and if declared by the Board of Directors
out of funds legally available therefor. The amount of dividends
payable in respect of each share of Series D Preferred will be equal
to the result obtained by multiplying (I) the number of shares
(including factions) of the Company's Common Stock, into which such
share of Series D Preferred is convertible (whether or not shareholder
approval of the convertibility of the Series D Preferred has occurred)
by (ii) the amount of dividends declared and paid on each share of the
Common Stock. No dividend may be paid or declared on any share of the
Common Stock, unless a dividend, payable in the same consideration and
manner, is simultaneously paid or declared, as the case may be, on
each share of the Common Stock. No dividend may be paid or declared on
any share of the Common Stock, unless a dividend, payable in the same
consideration and manner, is simultaneously paid or declared, as the
case may be, on each share of the Common Stock, in each case without
preferences or priority of any kind.
    LIQUIDATION PREFERENCES. Upon any liquidation, dissolution or
winding up of the Company, no distribution shall be made to the
holders of shares of stock ranking junior to the Series D Preferred,
unless, prior thereto, the holders of shares of Series D Preferred
shall have received $4.50 per share. Following the payment of the full
amount of such liquidation preferences, no additional distributions
shall be made to the holders of the Series D Preferred.
    Conversion Rights and Antidilution Provisions. If the holders of
the Common Stock approve Proposal 2, as applicable, shares of Series D
Preferred will become convertible, in whole or in part, at the option
of either the holder or the  Company, into Common Stock, at any time
or from time to time. The conversion rate will be ten (10) shares of
Common Stock for each share of Series D Preferred, subject to
adjustment for any subsequent subdivisions or combinations of the
outstanding shares of Common Stock into a different number of shares
of Common Stock. In the event of any business combination transaction
involving the Company, each share of Series D Preferred will
thereafter be convertible into, in lieu of Common Stock, the same kind
and amounts of securities or other assets, if any, which were issuable
or distributable to the holders of shares of outstanding Common Stock
in connection with such business combination transaction.
    REDEMPTION. The Series D Preferred is not redeemable.
    Voting Rights. The holders of Series D Preferred are entitled to
that number of votes per share equal to the number of shares of Common
Stock into which such share of Series D Preferred would be convertible
(upon shareholder approval)  at all meetings of stockholders of the
Company; provided, however, that shares of Series D Preferred are not
be entitled to vote on the approval of the issuance of Common Stock
upon conversion of the Series D Preferred. Thus, holders of the Series
D Preferred are not entitled to vote on Proposal 2 at the Annual
Meeting.

  REASONS FOR PROPOSAL 2 AND PRO FORMA EFFECT OF CONVERSION OF SERIES
D PREFERRED
    On March 3, 1998, Bertram E. Walls, M.D., a Director of the
Company, made an investment of $2.0 million in the Company in exchange
for a $2.0 million convertible debenture due July 1, 1998 bearing
interest at 10% per annum. The debenture, including accrued interest,
was convertible, at the holder's option, into the Company's Common
Stock and a new series of Preferred Stock. The conversion price for
the Common Stock was equal to the lower of: (i) the average closing
price of the Common Stock on the New York Stock Exchange for the 10
trading days ending on March 3, 1998, the date of the issuance of the
debenture, or (ii) the average closing price for the 10 trading days
ending on June 30, 1998. The conversion price for the Preferred Stock
was ten times the conversion price for the Common Stock. On May 1,
1998, Steven M. Scott, M.D., the Company's Chief Executive Officer, a
Director and largest shareholder acquired the debenture from Dr.
Walls. On June 29, 1998, the debenture was amended to provide for
conversion solely into Series D Preferred. On June 30, 1998, Dr. Scott
elected to convert the debenture into 444,974 shares of Series D
Preferred. The Series D Preferred is convertible into 10 shares of
Common Stock for each share of Preferred Stock only upon approval by
the holders of the Common Stock. This transaction was not registered
under the Securities Act pursuant to the exemption provided by Section
4(2) thereof for transactions not involving any public offering.
    Each Certificate of Designation for the Series D Preferred
provides, in effect, that the Preferred Stock becomes convertible into
Common Stock only after a vote of the Company's shareholders at any
annual or special meeting at which a quorum is present and at which
the issuance of shares of Common Stock voted at such meeting, provided
that the total vote cast on the proposal represents over 50% in
interest of all the Company's securities entitled to vote on the
proposal.
    In accordance with the Certificates of Designation for the Series
D Preferred, the Board of Directors is submitting Proposal 2 for
consideration and approval by the Company's shareholders at the Annual
Meeting. In the event the shareholders approve Proposal 2 and assuming
the Series D Preferred is converted into shares of Common Stock at the
current conversion rate and such shares are included in the Company's
outstanding Common Stock, the number of shares of Common Stock that
would be issued upon conversion of the Series D Preferred would be
4,449,740, and these shares would represent approximately 10.5% of the
Company's outstanding Common Stock. For information regarding Dr.
Scott's beneficial ownership of the Common Stock and Series D
Preferred as of the Record Date, see "Security Ownership of Certain
Beneficial Owners and Management."

 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ISSUANCE OF COMMON
  STOCK UPON CONVERSION OF THE SERIES D CONVERTIBLE PREFERRED STOCK.


                              PROPOSAL 3
  APPROVAL OF AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
    TO CHANGE THE COMPANY'S NAME FROM COASTAL PHYSICIAN GROUP, INC.
                TO     U. S. EMERGENCY PHYSICIANS, INC.
  The Company's Board of Directors has adopted a resolution approving
and recommending to the Company's shareholders for their approval an
amendment to Section 1 of the Company's Certificate of Incorporation
to change the Company's corporate name from Coastal Physician Group,
Inc. to U. S. Emergency Physicians, Inc. The Board of Directors
believes the new name is more indicative of the nature of the
Company's business than the current Company name. Although physicians
remain integral to the Company's business, the new name better
reflects the Company's target market area and area of expertise. The
Board of Directors believes the new name will improve the Company's
name recognition both in markets in which it operates and in the
investment community.
    For the text of Section 1 of the Company's Certificate of
Incorporation as currently in effect and as proposed to be amended,
see Exhibit A.

 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT
                 TO THE CERTIFICATE OF INCORPORATION.






                              PROPOSAL 4

       APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
 INCORPORATION TO AUTHORIZE THE COMPANY TO ISSUE 100,000,000 SHARES OF
      NONVOTING COMMON STOCK WITH A PAR VALUE OF $0.01 PER SHARE
    The Company's Board of Directors has adopted a resolution
approving and recommending to the Company's Shareholders for approval
an amendment to Section 4(a) of the Company's Certificate of
Incorporation to provide for the creation of 100,000,000 shares of non-
voting Common Stock with a par value of $0.01 per share. Section 4(a)
of the Certificate of Incorporation currently authorizes the Company
to issue up to 100,000,000 shares of Common Stock, with each share of
such Common Stock entitled to one vote on all matters upon which
Shareholders are entitled to vote or to which Shareholders are
entitled to give consent. The Board of Directors believes that the
creation of a new class of Common Stock that has no voting privileges
is in the best interests of the Company and its Shareholders and
believes it advisable to authorize such shares to have them available
for, among other things, possible issuance in connection with such
activities as public or private offerings of shares for cash,
dividends payable in stock of the Company, acquisitions of other
companies and other Company purposes. The amendment to Section 4(a) of
the Certificate of Incorporation would designate the currently
authorized voting Common Stock as "Common Stock" and would designate
the non-voting Common Stock as "Non-Voting Common Stock."
    There are no present commitments, arrangements of plans to issue
any of the Non-Voting Common Stock which would be authorized by the
proposed amendment. Non-Voting Common Stock could be issued for any
proper corporate purpose.
    For the text of Section 4(a) of the Company's Certificate of
Incorporation as currently in effect and as proposed to be amended,
see Exhibit A.

 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT
                 TO THE CERTIFICATE OF INCORPORATION.


                              PROPOSAL 5
      RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
  The  firm of KPMG LLP, independent certified public accountants, has
been the Company's auditor since 1987 and has advised the Company that
it  does  not have any direct financial interest or indirect financial
interest in the Company. The Board of Directors, on the recommendation
of  the  Audit  Committee,  has selected KPMG  LLP  as  the  Company's
independent certified public accountants for the year ending  December
31,  1999,  subject to the ratification of shareholders. One  or  more
representatives  of  KPMG LLP will be present at the  Annual  Meeting,
will have the opportunity to make a statement if they desire to do  so
and  are  expected to be available to respond to appropriate questions
from shareholders.

             THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL 5.
                            OTHER BUSINESS
  The  Board  knows  of  no other business to be  brought  before  the
Annual  Meeting. If, however, any other business should properly  come
before the Annual Meeting, the persons named in the accompanying proxy
will  vote  proxies as in their discretion they may deem  appropriate,
unless they are directed by a proxy to do otherwise.

        SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  Section  16(a)  of the Securities Exchange Act of 1934,  as  amended
(the "Act") requires the Company's officers and directors, and persons
who  own  more  than ten percent of the Common Stock, to file  initial
reports of ownership and reports of changes in ownership of the Common
Stock  with the Commission. Officers, directors and greater  than  ten
percent shareholders are required by Commission regulations to furnish
the Company with copies of all Section 16(a) forms they file.
  To  the  Company's  knowledge, based solely on  its  review  of  the
copies   of   such  reports  received  by  the  Company  and   written
representations from certain reporting persons that no  other  reports
were required for those persons, during fiscal 1998, all Section 16(a)
filing  requirements  applicable to the Company's officers,  directors
and greater than ten percent shareholders were complied with.

             INFORMATION CONCERNING SHAREHOLDER PROPOSALS
  Pursuant  to  Rule 14a-8 promulgated under the Act, any  shareholder
proposal  intended for inclusion in the Company's proxy statement  and
form  of  proxy  relating  to the Company's  2000  Annual  Meeting  of
Shareholders  must  be  received in writing by the  Secretary  of  the
Company  by January 5, 2000. Pursuant to the Company's bylaws,  notice
of  any  business to be brought by a shareholder before a  meeting  of
shareholders must be received by the Secretary of the Company not less
than  45  days nor more than 60 days prior to the date of the meeting;
provided, however, that in the event that less than 45 days' notice or
prior  public  disclosure of the date of the meeting  is  given,  such
notice  must be received not later than the close of business  on  the
tenth  day following the day notice of the meeting is mailed or public
disclosure  is  made  and provided further that such  notice  must  be
received  not  later  than the close of business on  the  seventh  day
preceding the day on which the meeting is to be held.

                                By Order of the Board of
Directors,


                                Steven M. Scott, M.D.
                                Chairman, President and
                                Chief Executive Officer

Durham, North Carolina
June 28, 1999
                               EXHIBIT A

                 As Currently in Effect   As Proposed to be Amended
Section 1      The name of the            The name of the
               Corporation ("the          Corporation ("the
               Corporation") is: COASTAL  Corporation") is: U. S.
               PHYSICIAN GROUP, INC.      EMERGENCY PHYSICIANS,
                                          INC.

Section 4(a)   The Corporation shall      The Corporation shall
               have authority to issue    have the authority to
               One Hundred Million        issue Two Hundred Million
               (100,000,000) shares of    (200,000,000) shares of
               common stock with a par    common stock with a par
               value of One Cent ($0.01)  value of One Cent ($0.01)
               per share.                 per share. One Hundred
                                          Million (100,000,000)
                                          shares shall be
                                          designated as "Common
                                          Stock." Holders of Common
                                          Stock shall be entitled
                                          to cast one (1) vote in
                                          person or by proxy for
                                          each share of Common
                                          Stock upon all matters
                                          upon which shareholders
                                          are entitled to vote or
                                          to which shareholders are
                                          entitled to give consent.
                                          One Hundred Million
                                          (100,000,000) shares
                                          shall be designated as
                                          "Non-Voting Common
                                          Stock." Except as may
                                          otherwise be required by
                                          law, the holders of Non-
                                          Voting Common Stock shall
                                          have no voting rights and
                                          shall not vote. Holders
                                          of Common Stock and Non-
                                          Voting Common Stock shall
                                          be entitled to share
                                          ratably in all such
                                          dividends or
                                          distributions, payable in
                                          cash or otherwise, as may
                                          be declared thereon by
                                          the Board of Directors
                                          from time to time out of
                                          assets or funds of the
                                          Corporation legally
                                          available therefor.