SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 2001

                                       or

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

              For this transition period from________ to__________

                         Commission file number O-19291

                               CORVEL CORPORATION
                               ------------------
             (Exact name of registrant as specified in its charter)

               Delaware                               33-0282651
    -------------------------------          -------------------------------
     (State or other jurisdiction           (IRS Employer Identification No.)
   of incorporation or organization)



2010 Main Street, Suite 1020
Irvine, CA                                                92614
- -------------------------------                           -----
(Address of principal executive office)                 (zip code)

Registrant's telephone number, including code:          (949) 851-1473
                                                        --------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of. 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              YES [X] NO [ ]

The number of shares outstanding of the registrant's Common Stock, $0.0001 Par
Value, as of September 30, 2001 was approximately 11,030,000 shares as adjusted
for the 3-for-2 common stock split in the form of a 50% stock dividend announced
on August 6, 2001 with a record date of August 17, 2001 and a payment date of
August 31, 2001.





                               CORVEL CORPORATION

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets -- March 31, 2001 (audited) and September 30, 2001
(unaudited)- Page 3 of 14

Consolidated Statements of Income -- Three months ended September 30, 2000 and
2001 (both unaudited) - Page 4 of 14

Consolidated Statements of Income -- Six months ended September 30, 2000 and
2001 (both unaudited) - Page 5 of 14

Consolidated Statements of Cash Flows -- Six months ended September 30, 2000 and
2001 (both unaudited) - Page 6 of 14

Notes to Consolidated Financial Statements (unaudited) -- September 30, 2001 -
Page 7 of 14

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations - Pages 9 through 13 of 14


PART II. OTHER INFORMATION

Item 1. Legal Proceedings - Page 14 of 14

Item 2. Changes in Securities - Page 14 of 14

Item 3. Defaults upon Senior Securities - Page 14 of 14

Item 4. Submission of Matters to a Vote of Security Holders - Pages 14 of 14

Item 5. Other Information - Page 14 of 14

Item 6. Exhibits and Reports on Form 8-K - page 14 of 14



                                  Page 2 of 14



Part I - Financial Information
Item 1. Financial Statements

CORVEL CORPORATION
CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2001 AND SEPTEMBER 30, 2001



                                                        March 31, 2001      September 30, 2001
                                                        --------------      ------------------
                                                          (audited)           (unaudited)
                                                                      
ASSETS

Current Assets
Cash and cash equivalents                               $  9,457,000         $  8,589,000
Accounts receivable, net                                  34,316,000           34,948,000
Prepaid taxes and expenses                                 2,465,000              751,000
Deferred income taxes                                      4,130,000            4,130,000
                                                        ------------         ------------
     Total current assets                                 50,368,000           48,418,000
                                                        ------------         ------------

Property and Equipment, Net                               20,071,000           20,666,000

Other Assets                                               7,126,000            6,811,000
                                                        ------------         ------------

          TOTAL ASSETS                                  $ 77,565,000         $ 75,895,000
                                                        ============         ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable                                        $  3,006,000         $  2,748,000
Accrued liabilities                                       12,232,000            9,936,000
                                                        ------------         ------------
     Total current liabilities                            15,238,000           12,684,000
                                                        ------------         ------------

Deferred income taxes                                      3,609,000            3,509,000

Stockholders' Equity
Common stock                                                   1,000                1,000
Paid-in-capital                                           40,145,000           41,185,000
Treasury Stock, (4,211,910 shares at March 31,
2001 and 4,509,580 shares at September 30, 2001)         (53,903,000)         (61,192,000)
Retained earnings                                         72,475,000           79,708,000
                                                        ------------         ------------
     Total stockholders' equity                           58,718,000           59,702,000
                                                        ------------         ------------

        TOTAL LIABILITIES AND EQUITY                    $ 77,565,000         $ 75,895,000
                                                        ============         ============



See accompanying notes to consolidated financial statements.

                                  Page 3 of 14




CORVEL CORPORATION
INCOME STATEMENT -- (UNAUDITED)

FISCAL YEAR ENDED FISCAL MARCH  31, 2002
SECOND QUARTER ENDED SEPTEMBER 30, 2001



                                              Three months ended September 30,
                                              -------------------------------
                                                   2000               2001
                                               -----------        -----------
                                                            
REVENUES                                       $51,658,000        $58,411,000

Cost of Revenues                                42,311,000         47,929,000
                                               -----------        -----------

Gross profit                                     9,347,000         10,482,000

General and administrative expenses              4,069,000          4,611,000
                                               -----------        -----------

Income before income taxes                       5,278,000          5,871,000

Income tax provision                             2,006,000          2,231,000
                                               -----------        -----------

NET INCOME                                     $ 3,272,000        $ 3,640,000
                                               ===========        ===========

EARNINGS PER SHARE:
Basic                                          $       .29        $       .33
                                               ===========        ===========
Diluted                                        $       .28        $.       32
                                               ===========        ===========

WEIGHTED AVERAGE SHARES:
Basic                                           11,450,000         11,070,000
Diluted                                         11,694,000         11,360,000




See accompanying notes to consolidated financial statements.

                                  Page 4 of 14




CORVEL CORPORATION
INCOME STATEMENT -- (UNAUDITED)

FISCAL YEAR ENDED FISCAL MARCH  31, 2002
SIX MONTHS ENDED SEPTEMBER 30, 2001



                                                Six months ended September 30,
                                               --------------------------------
                                                   2000                2001
                                               ------------        ------------
                                                             
REVENUES                                       $102,215,000        $116,412,000

Cost of Revenues                                 83,540,000          95,566,000
                                               ------------        ------------

Gross profit                                     18,675,000          20,846,000

General and administrative expenses               8,192,000           9,180,000
                                               ------------        ------------

Income before income taxes                       10,483,000          11,666,000

Income tax provision                              3,984,000           4,433,000
                                               ------------        ------------

NET INCOME                                     $  6,499,000        $  7,233,000
                                               ============        ============

EARNINGS PER SHARE:
Basic                                          $       0.57        $       0.65
                                               ============        ============
Diluted                                        $       0.55        $       0.63
                                               ============        ============

WEIGHTED AVERAGE SHARES:
Basic                                            11,493,000          11,123,000
Diluted                                          11,751,000          11,418,000




See accompanying notes to consolidated financial statements.

                                  Page 5 of 14




CORVEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS -- (UNAUDITED)
SIX MONTHS ENDED SEPTEMBER 30, 2000, AND 2001



                                                     Six months ended September 30,
                                                   ---------------------------------
                                                       2000                 2001
                                                   ------------         ------------
                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME                                         $  6,499,000         $  7,233,000

Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization                         3,423,000            3,978,000

Changes in operating assets and liabilities
Accounts receivable                                     406,000             (632,000)
Prepaid taxes and expenses                              843,000            1,714,000
Accounts payable                                       (389,000)            (258,000)
Accrued liabilities                                   1,370,000           (2,296,000)
Deferred income taxes payable                            41,000             (100,000)
Other assets                                            141,000              215,000
                                                   ------------         ------------
Net cash provided by operating activities            12,334,000            9,854,000
                                                   ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment                  (4,510,000)          (4,473,000)
                                                   ------------         ------------
Net cash used in investing activities                (4,510,000)          (4,473,000)
                                                   ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of Treasury Stock                           (7,393,000)          (7,289,000)
Sale of common and exercise of stock
options and related tax benefits                      2,189,000            1,040,000
                                                   ------------         ------------
Net cash used in financing activities                (5,204,000)          (6,249,000)
                                                   ------------         ------------

INCREASE (DECREASE) IN CASH:                          2,620,000             (868,000)
Cash and cash equivalents at beginning                5,643,000            9,457,000
                                                   ------------         ------------
Cash and cash equivalents at end                   $  8,263,000         $  8,589,000
                                                   ============         ============



See accompanying notes to consolidated financial statements.

                                  Page 6 of 14




                               CORVEL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         SEPTEMBER 30, 2001 (UNAUDITED)

A. Basis of Presentation

   The accompanying unaudited consolidated financial statements have been
   prepared in accordance with generally accepted accounting principles for
   interim financial information and the instructions to Form 10-Q and Article
   10 of Regulation S-X. Accordingly, they do not include all information and
   footnotes required by generally accepted accounting principles for complete
   financial statements. In the opinion of management, all adjustments
   (consisting of normal recurring accruals) considered necessary for a fair
   presentation have been included. Operating results for the three months ended
   September 30, 2001 are not necessarily indicative of the results that may be
   expected for the year ended March 31, 2002. For further information, refer to
   the consolidated financial statements and footnotes thereto for the year
   ended March 31, 2001 included in the Company's registration statement on Form
   10-K.

B. Earnings per Share

   Earnings per common and common equivalent shares were computed by dividing
   net income by the weighted average number of shares of common stock and
   common stock equivalents outstanding during the quarter. For calculation of
   the common and common equivalent shares, see below.



                                                                   Three months ended September 30,
                                                                        2000               2001
                                                                    -----------        -----------
                                                                                 
    Weighted shares for basic earnings per share computation         11,450,000         11,070,000

    Net effect of dilutive common stock options                         244,000            290,000
                                                                    -----------        -----------
    Weighted shares for diluted earnings per share                   11,694,000         11,360,000
                                                                    ===========        ===========
    NET INCOME                                                       $3,272,000         $3,640,000
                                                                    ===========        ===========
    BASIC EARNINGS PER SHARE                                               $.29               $.33
                                                                    ===========        ===========
    DILUTED EARNINGS PER SHARE                                             $.28               $.32
                                                                    ===========        ===========





                                  Page 7 of 14



                               CORVEL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         SEPTEMBER 30, 2001 (UNAUDITED)

B. Earnings per Share (continued)



                                                               Six months ended September 30,
                                                                  2000               2001
                                                              -----------        -----------
                                                                           
        Weighted shares for basic earnings per share           11,493,000         11,123,000

        Net effect of dilutive common stock options               258,000            295,000
                                                              -----------        -----------

        Weighted shares for diluted earnings per share         11,751,000         11,418,000
                                                              ===========        ===========

        NET INCOME                                             $6,499,000         $7,233,000
                                                              ===========        ===========

        BASIC EARNINGS PER SHARE                                     $.57               $.65
                                                              ===========        ===========

        DILUTED EARNINGS PER SHARE                                   $.55               $.63
                                                              ===========        ===========


C. Recent Accounting Pronouncements

On July 20, 2001 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and SFAS
No. 142, "Goodwill and Other Intangible Assets." These statements make
significant changes to the accounting for business combinations, goodwill, and
intangible assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for business combinations and will require that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Use of the pooling-of-interests method will be prohibited.

SFAS No. 142 establishes new standards for goodwill acquired in a business
combination and eliminates amortization of goodwill and instead sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a determinable useful life will be continue to be amortized over that period.
The Company expects to adopt SFAS 142 during the first quarter of fiscal 2003.
Management is in the process of evaluating the requirements of this statement.
The final determination of the impact of these statements has not been
completed.

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 143, "Accounting for Asset Retirement
Obligations." This statement addresses the financial accounting and reporting
for the retirement of tangible long-lived assets and the associated asset
retirement costs. The Company believes the adoption of SFAS 143 will have no
significant impact on its financial statements.

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company believes the adoption of SFAS 144 will have no significant impact on
its financial statements.


                                  Page 8 of 14



Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

RESULTS OF OPERATIONS

The following table contains certain financial data as a percentage of revenues:



        Three months ended Sept. 30:         2000           2001
                                            ------         ------
                                                     
        Revenues                             100.0%         100.0%
        Cost of services                      81.9           82.1
                                            ------         ------
        Gross profit                          18.1           17.9
                                            ------         ------

        General and administrative             7.9            7.9
                                            ------         ------
        Income from operations                10.2           10.0
                                            ------         ------

        Income tax provision                   3.9            3.8
                                            ------         ------
        NET INCOME                             6.3%           6.2%
                                            ======         ======





        Six months ended Sept. 30:         2000           2001
                                          ------         ------
                                                   
        Revenues                           100.0%         100.0%
        Cost of services                    81.7           82.1
                                          ------         ------
        Gross profit                        18.3           17.9
                                          ------         ------

        General and administrative           8.0            7.9
                                          ------         ------
        Income from operations              10.3           10.0
                                          ------         ------

        Income tax provision                 3.9            3.8
                                          ------         ------
        NET INCOME                           6.4%           6.2%
                                          ======         ======



   Revenues for the three months ended September 30, 2001 increased by $6.8
   million to $58.4 million, an increase of 13% over the $51.7 million revenue
   for the comparable period in the prior fiscal year. The increase in revenues
   is primarily attributable to a 30% increase in provider program revenues,
   primarily bill review and PPO. Provider programs revenue grew to $26.9
   million from $20.6 million in the prior year, an increase of $6.3 million.
   The increase in provider programs is primarily due to an increase in the
   volume of bills reviewed.

   Revenues for the six months ended September 30, 2001 increased by $14.2
   million to $116.4 million, an increase of 14% over the $102.2 million revenue
   for the comparable period in the prior fiscal year. The increase in revenues
   is primarily attributable to a 29% increase in provider program revenues,
   primarily bill review and PPO. Provider programs revenue grew to $52.5
   million from $40.8 million in the prior year, an increase of $11.7 million.
   The increase in provider programs is primarily due to an increase in the
   volume of bills reviewed.



                                  Page 9 of 14



   The Company's cost of revenues consists primarily of salaries, salary related
   taxes and fringe benefits, rent, telephone, and costs related to the
   Company's computer operations in the field. Cost of revenues for the three
   months ended September 30, 2001 increased from 81.9% of revenues to 82.1% of
   revenue from the three months ended September 30, 2000. Cost of revenues for
   the six months ended September 30, 2001 increased from 81.7% of revenues to
   82.1% of revenue from the six months ended September 30, 2000. Cost of
   revenues for the six months ended September 30, 2000 increased to $95.6
   million from $83.5 million, an increase of 14%. The increase in cost of sales
   is primarily due to the increase in revenues.

   General and administrative expenses as a percentage of revenues decreased
   from 8.0% for the six months ended September 30, 2000, to 7.9% for the six
   months ending September 30, 2001. General and administrative expenses as a
   percentage of revenues were 7.9% for the three months ended September 30,
   2000 and 2001. The growth in the general and administrative expenses of 12%
   for the three and six months ended September 30, 2001 is consistent with the
   growth in revenues.

   LIQUIDITY AND CAPITAL RESOURCES

   The Company has funded its operations and capital expenditures primarily from
   cash flow from operations. During the six months ended September 30, 2001,
   net working capital increased by $0.6 million, from $35.1 million at March
   31, 2001 to $35.7 million at September 30, 2001. As of September 30, 2001,
   the Company had $8.6 million in cash, primarily in short-term highly-liquid
   investments with maturities of 90 days or less. The Company has historically
   required substantial capital to fund the growth of its operations,
   particularly working capital to fund the growth in accounts receivable. The
   Company believes, however, that the cash balance at September 30, 2001 along
   with anticipated internally generated funds will be sufficient to meet the
   Company's expected cash requirements for at least the next twelve months. As
   of September 30, 2001, the Company had no interest bearing debt.

   CAUTIONARY STATEMENT REGARDING RISK FACTORS

   Certain statements contained in the Company's Annual Report on Form 10-K for
   the year ended March 31, 2001, and Quarterly Report on Form 10-Q for the
   quarter ended September 30, 2001, such as statements concerning the
   development of new services, possible legislative changes, and other
   statements contained herein regarding matters that are not historical facts,
   are forward-looking statements (as such term is defined in the Securities Act
   of 1933, as amended). Because such statements involve risks and
   uncertainties, actual results may differ materially from those expressed or
   implied by such forward-looking statements.


                                  Page 10 of 14



   Past financial performance is not necessarily a reliable indicator of future
   performance, and investors should not use historical performance to
   anticipate results or future period trends. Factors that could cause actual
   results to differ materially include, but are not limited to, those discussed
   below. In addition, reference is made to the Company's most recent Annual
   Report on Form 10-K for the fiscal year ended March 31, 2001.

   POTENTIAL ADVERSE IMPACT OF GOVERNMENT REGULATION. Many states, including a
   number of those in which the Company transacts business, have licensing and
   other regulatory requirements applicable to the Company's business.
   Approximately half of the states have enacted laws that require licensing of
   businesses which provide medical review services. Some of these laws apply to
   medical review of care covered by workers' compensation. These laws typically
   establish minimum standards for qualifications of personnel, confidentiality,
   internal quality control, and dispute resolution procedures. These regulatory
   programs may result in increased costs of operation for the Company, which
   may have an adverse impact upon the Company's networks having contracts with
   the Company or to provider networks which the Company may organize. To the
   extent the Company is governed by these regulations, it may be subject to
   additional licensing requirements, financial oversight and procedural
   standards for beneficiaries and providers. ability to compete with other
   available alternatives for health care cost control. In addition, new laws
   regulating the operation of managed care provider networks have been adopted
   by a number of states. These laws may apply to managed care provider.

   Regulation in the health care and workers' compensation fields is constantly
   evolving. The Company is unable to predict what additional government
   regulations, if any, affecting its business may be promulgated in the future.
   The Company's business may be adversely affected by failure to comply with
   existing laws and regulations, failure to obtain necessary licenses and
   government approvals or failure to adapt to new or modified regulatory
   requirements. Proposals for health care legislative reforms are regularly
   considered at the federal and state levels. To the extent that such proposals
   affect workers' compensation, such proposals may adversely affect the
   Company's business and results of operations. In addition, changes in
   workers' compensation laws or regulations may impact demand for the Company's
   services, require the Company to develop new or modified services to meet the
   demands of the marketplace or modify the fees that the Company may charge for
   its services. One of the proposals which has been considered is 24-hour
   health coverage, in which the coverage of traditional employer-sponsored
   health plans is combined with workers' compensation coverage to provide a
   single insurance plan for work-related and non-work-related health problems.
   Incorporating workers' compensation coverage into conventional health plans
   may adversely affect the market for the Company's services.

   POSSIBLE LITIGATION AND LEGAL LIABILITY. The Company, through its utilization
   management services, makes recommendations concerning the appropriateness of
   providers' medical treatment plans of patients throughout the country, and it
   could share in potential liabilities for adverse medical consequences. The
   Company does not grant or deny claims for payment of benefits and the Company
   does not believe that it engages in the practice of medicine or the delivery
   of medical services.


                                  Page 11 of 14




   There can be no assurance, however, that the Company will not be subject to
   claims or litigation related to the grant or denial of claims for payment of
   benefits or allegations that the Company engages in the practice of medicine
   or the delivery of medical services. In addition, there can be no assurance
   that the Company will not be subject to other litigation that may adversely
   affect the Company's business or results of operations. The Company maintains
   professional liability insurance and such other coverages as the Company
   believes are reasonable in light of the Company's experience to date. There
   can be no assurance, however, that such insurance will be sufficient or
   available in the future at reasonable cost to protect the Company from
   liability.

   COMPETITION. The Company faces competition from large insurers, health
   maintenance organizations ("HMOs"), preferred provider organizations
   ("PPOs"), third party administrators and other managed health care companies.
   The Company believes that, as managed care techniques continue to gain
   acceptance in the workers' compensation marketplace, CorVel's competitors
   will increasingly consist of nationally focused workers' compensation managed
   care service companies, insurance companies, HMOs and other significant
   providers of managed care products. Legislative reforms in some states permit
   employers to designate health plans such as HMOs and PPOs to cover workers'
   compensation claimants. Because many health plans have the ability to manage
   medical costs for workers' compensation claimants, such legislation may
   intensify competition in the market served by the Company. Many of the
   Company's current and potential competitors are significantly larger and have
   greater financial and marketing resources than those of the Company, and
   there can be no assurance that the Company will continue to maintain its
   existing performance or be successful with any new products or in any new
   geographical markets it may enter.

   CHANGES IN MARKET DYNAMICS. Legislative reforms in some states permit
   employers to designate health plans such as HMOs and PPOs to cover workers'
   compensation claimants. Because many health plans have the capacity to manage
   health care for workers' compensation claimants, such legislation may
   intensify competition in the market served by the Company. Within the past
   few years, several states have experienced decreases in the number of
   workers' compensation claims and the average cost per claim which have been
   reflected in workers' compensation insurance premium rate reductions in those
   states. The Company believes that declines in workers' compensation costs in
   these states are due principally to intensified efforts by payors to manage
   and control claim costs, to improved risk management by employers and to
   legislative reforms. If declines in workers' compensation costs occur in many
   states and persist over the long-term, they may have an adverse impact on the
   Company's business and results of operations.

   DEPENDENCE UPON KEY PERSONNEL. The Company is dependent to a substantial
   extent upon the continuing efforts and abilities of certain key management
   personnel. In addition, the Company faces competition for experienced
   employees with professional expertise in the workers' compensation managed
   care area. The loss of, or the inability to attract, qualified employees
   could have a material adverse effect on the Company's business and results of
   operations.


                                  Page 12 of 14




   RISKS RELATED TO GROWTH STRATEGY. The Company's strategy is to continue its
   internal growth and, as strategic opportunities arise in the workers'
   compensation managed care industry, to consider acquisitions of, or
   relationships with, other companies in related lines of business. As a
   result, the Company is subject to certain growth-related risks, including the
   risk that it will be unable to retain personnel or acquire other resources
   necessary to service such growth adequately. Expenses arising from the
   Company's efforts to increase its market penetration may have a negative
   impact on operating results. In addition, there can be no assurance that any
   suitable opportunities for strategic acquisitions or relationships will arise
   or, if they do arise, that the transactions contemplated thereby could be
   completed. If such a transaction does occur, there can no assurance that the
   Company will be able to integrate effectively any acquired business into the
   Company. In addition, any such transaction would be subject to various risks
   associated with the acquisition of businesses, including the financial impact
   of expenses associated with the integration of businesses.

   There can be no assurance that any future acquisition or other strategic
   relationship will not have an adverse impact on the Company's business or
   results of operations. If suitable opportunities arise, the Company
   anticipates that it would finance such transactions, as well as its internal
   growth, through working capital or, in certain instances, through debt or
   equity financing. There can be no assurance, however, that such debt or
   equity financing would be available to the Company on acceptable terms when,
   and if, suitable strategic opportunities arise.

   During the past fiscal year, the Company has made efforts to increase its
   presence and revenue in the group health market with moderate success.
   Managed care in this market is more mature than managed care in workers'
   compensation and has numerous large competitors, primarily health maintenance
   organizations. The Company has limited experience in the group health market.
   There is no assurance that the Company will be successful in this market. The
   Company expects that a considerable amount of its future growth will depend
   on its ability to process and manage claims data more efficiently and to
   provide more meaningful healthcare information to customers and payors of
   healthcare. There is no assurance that the Company will be able to develop,
   license or otherwise acquire software to address these market demands as well
   or as timely as its competitors.

   POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Company's Common
   Stock following this offering may be highly volatile. Factors such as
   variations in the Company's revenues, earnings and cash flow, general market
   trends in the workers' compensation managed care market, and announcements of
   innovations by the Company or its competitors could cause the market price of
   the Common Stock to fluctuate substantially. In addition, the stock market
   has in the past experienced price and volume fluctuations that have
   particularly affected companies in the health care and managed care markets
   resulting in changes in the market price of the stock of many companies which
   may not have been directly related to the operating performance of those
   companies.


                                  Page 13 of 14




   PART II - OTHER INFORMATION

   ITEM 1 - LEGAL PROCEEDINGS - The Company is involved in litigation arising in
   the normal course of business. The Company believes that resolution of these
   matters will not result in any payment that, in the aggregate, would be
   material to the financial position or financial operations of the Company.

   ITEM 2 - CHANGES IN SECURITIES - None.

   ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - None.

   ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - At the
   Company's regularly scheduled annual meeting, held on August 2, 2001, the
   shareholders approved the elections of V. Gordon Clemons, Peter E. Flynn,
   Steven J. Hamerslag, R. Judd Jessup, and Jeffery J. Michael, with 7,569,333
   shares, 7,613,654 shares, 7,538,609 shares, 7,613,655 shares, and 7,613,193
   shares, respectively. At the same meeting, the shareholders approved a series
   of amendments to the Company's 1988 Restated Stock Option Plan with 6,401,960
   votes for and 1,249,748 votes against. They also approved a series of
   amendments to the Company's 1991 Employee Stock Purchase Plan with 7,500,144
   votes for and 152,510 votes against. Each of these share amounts have been
   adjusted to reflect the 3-for-2 common stock split in the form of a 50% stock
   dividend announced on August 6, 2001 with a record date of August 17, 2001
   and a payment date of August 31, 2001.

   ITEM 5 - OTHER INFORMATION - None.

   ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K - None.

   SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
   Company has duly caused this report to be signed on its behalf by the
   undersigned hereunto duly authorized.

                                           CORVEL CORPORATION

                                           By: V. Gordon Clemons
                                               --------------------------------
                                           V. Gordon Clemons, Chairman of
                                           the Board, Chief Executive Officer,
                                           and President

                                           By: Richard J. Schweppe
                                               --------------------------------
                                           Richard J. Schweppe,
                                           Chief Financial Officer



   November 9, 2001

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