SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

MEDICAL RESOURCE COMPANIES OF AMERICA
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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Notes:

MEDICAL RESOURCE COMPANIES OF AMERICA
4265 KELLWAY CIRCLE
ADDISON, TEXAS 75244

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 24, 1995

To the Stockholders:

The Annual Meeting of the Holders of Common Stock ("Stockholders") of
Medical Resource Companies of America will be held at the office of the Company
at 4265 Kellway Circle, Addison, Texas, at 10:00 a.m., Dallas time, on May 24,
1995 to act upon the following matters:

1. To elect four Directors to hold office in accordance with the
Articles of Incorporation and Bylaws of the Company;

2. To ratify the selection of Grant Thornton as the Company's
auditors; and

3. The transaction of such other business that may properly come
before meeting or any adjournment or postponement thereof.

Only Stockholders of record at the close of business on April 21, 1995 are
entitled to notice of and to vote at the Annual Meeting.

All Stockholders are cordially invited and urged to attend the Annual
Meeting. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE STILL REQUESTED
TO SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ADDRESSED
ENVELOPE. If you attend, you may vote in person if you wish, even though you
have sent your proxy.

BY ORDER OF THE BOARD OF
DIRECTORS

James R. Gilley, President and
Chief Executive Officer

April 28, 1995

MEDICAL RESOURCE COMPANIES OF AMERICA
4265 KELLWAY CIRCLE
ADDISON, TEXAS 75244

PROXY STATEMENT

This Proxy Statement and the accompanying proxy card are being mailed to
Stockholders beginning on or about April 28, 1995 in connection with the
solicitation of proxies by the Board of Directors of Medical Resource Companies
of America, a Nevada corporation ("Medical Resource" or the "Company"). Proxies
will be voted at the Annual Meeting of Stockholders of the Company to be held at
the time and place and for the purposes set forth in the accompanying Notice.

The expense of this solicitation, including the reasonable costs incurred
by custodians, nominees, fiduciaries and other agents in forwarding the proxy
material to their principals, will be borne by the Company. The Company will
also reimburse brokerage firms and other custodians and nominees for their
expenses in distributing proxy material to beneficial owners of the Company's
Common Stock in accordance with Securities and Exchange Commission requirements.
In addition to the solicitation made hereby, certain directors, officers and
employees of the Company may solicit proxies by telephone and personal contact.

VOTING OF SHARES

As of April 21, 1995, the record date for the determination of Stockholders
entitled to vote at the Annual Meeting, the Company had outstanding
approximately 17,541,000 shares of common stock, par value $0.01 ("Common
Stock"), and 14,000 shares of Series B Preferred Stock, which are the only
classes of stock of the Company entitled to vote at the Annual Meeting. Each
Stockholder is entitled to one vote for each share of Common Stock or Series B
Preferred Stock held.

On the record date, 8,050,000 shares of Common Stock, representing 45.9% of
shares outstanding, were held through a wholly owned corporation and through a
family trust by James R. Gilley, President and Chief Executive Officer of the
Company. An additional 3,903,181 shares (22.2% of shares outstanding) were held
of record by Mr. Gilley's spouse and adult children both as individuals and as
trustees for various family trusts. All such persons have indicated they will
vote their shares outstanding for the election of Directors at the Annual
Meeting, which will insure their election.

All duly executed proxies received prior to the Annual Meeting will be
voted in accordance with the choices specified therein. As to any matter for
which no choice has been specified in a duly executed proxy, the shares
represented thereby will be voted at the Annual Meeting or any adjournments
thereof for the election as Directors of the nominees listed herein. A
Stockholder giving a proxy may revoke it at any time before it is voted at the
Annual Meeting by written revocation addressed to Mr. Michael Merrell, Assistant
Secretary, at the Company's address shown above. A Stockholder who attends the
Annual Meeting may, if he or she wishes, vote by ballot, and such vote will
cancel any proxy previously given.

ELECTION OF DIRECTORS

NOMINEES

At the Annual Meeting, four Class I directors will be elected to hold
office until the 1998 Annual Meeting of Stockholders or until their successors
are elected and qualified. The Company's Articles of Incorporation provide that
the directors shall be divided into three classes of equal or approximately
equal number, and that the number of directors constituting the Board of
Directors shall from time to time be fixed and determined by a vote of a
majority of the Company's directors serving at the time of such vote. The Board
of Directors is now comprised of nine members, with each class consisting of
three members, and the Board of Directors has provided that there shall be ten
members of the Board effective the date of the Annual Meeting, of which four
members of Class I will be elected at the Annual Meeting, three members of Class
II are in office until 1996, and three members in Class III are in office until
1997.

It is intended that the accompanying proxy, unless contrary instructions
are set forth therein, will be voted for the election of the four nominees for
election as Directors as set forth in the following table. If any nominee
becomes unavailable for election to the Board of Directors, the persons named in
the proxy may act with discretionary authority to vote the proxy for such other
person, if any, as may be designated by the Board of Directors. However, the
Board is not aware of any circumstances likely to render any of the nominees
unavailable for election.

The following table sets forth certain information with respect to those
persons who will be nominees for election at the Annual Meeting and the other
incumbent directors. Included within the information below is information
concerning the business experience of each such person during the past five
years. The number of shares of Common Stock beneficially owned by each of such
persons as of March 31, 1995 is set forth below in "Securities Ownership of
Certain Beneficial Owners."

NOMINEE AND BUSINESS EXPERIENCE

Class I
Being elected at Annual Meeting for a term to expire in 1998
- - ------------------------------------------------------------

James R. Gilley Mr. Gilley has been President and
Age 61 Chairman of the Company since November 1989.

Gene S. Bertcher Mr. Bertcher has been a director and
Age 46 Executive Vice President and Chief Financial
Officer since November 1989. From July until
September 1989, he was Executive Vice
President of National Heritage, Inc. Prior to
that he was a partner with Grant Thornton,
Certified Public Accountants. Mr. Bertcher is
a certified public accountant.

Paul G. Chrysson Mr. Chrysson is President of C.B. Development
Age 40 Co., Inc., a North Carolina real estate
developer. Mr. Chrysson is a member of the
board of directors of Triad Bank and has
served on the boards of various charitable
organizations. He is a licensed real estate
agent since 1974 and a licensed contractor
since 1978.

W. Michael Gilley Mr. Gilley has been a Director since
Age 39 September 1994, when he was appointed
by the Board of Directors to fill a vacant
seat. He has been employed as Executive Vice
President since January 1995. From 1983 to
1994 he was President of Bartram Investment
Properties, Inc., a company which specializes
in the development and management of
commercial and multi-family real estate.

INCUMBENT DIRECTORS
Class II
Expires in 1996
- - ---------------

Michael E. McMurray Mr. McMurray has been a Director
Age 40 since May 31, 1991. Since July 1987,
Mr. McMurray has been Vice President of
Investments for Prudential Securities. Prior
to joining Prudential Securities, Mr.
McMurray was a financial consultant for
Shearson Lehman Hutton from 1983 until July
1987.

Robert L. Griffis Mr. Griffis has been a director and
Age 59 Senior Vice President of the Company
since November 1992. For the past eight years
he has been involved in the healthcare
industry, as Senior Vice President of
Retirement Corporation of America, Senior
Vice President of National Heritage, Inc.,
President of Health Resources, Inc.,
President of the long term care division of
Clinitex Corp., and from 1991 to 1992 as a
consultant to the Company.

Matthew G. Gallins Mr. Gallins has been a Director,
Age 39 President and Chief Operations
Officer of Gallins Vending Company, Inc.
since 1990. He is a Foundation Board Director
for Tanglewood Park in North Carolina, a
Member of the Annual Campaign Fund for the
United Way, and past Chairman of Special
Events Solicitation Committee for the Forsyth
County Mental Health Association.

Class III
Expires in 1997
- - ---------------
Richards D. Barger Mr. Barger is a founding partner of
Age 66 the Los Angeles law firm of Barger &
Wolen. He is a member of the California bar.
He served as Insurance Commissioner for the
State of California from 1968 to 1972. From
1969 to 1972, he was a member of the Advisory
Committee to Secretary of HUD under the
Federal Reinsurance Act of 1968. He is a past
President of the National Association of
Insurance Commissioners and has been a member
of the California Commission on Uniform State
Laws. He is a member of the Association of
the Bar of the City of New York and the Los
Angeles County and American Bar Associations.
He serves on the boards of the Lawyers'
Mutual Insurance Company, Bankers Protective
Life Insurance Company and Gerling Global
Life Insurance Company.

Steven R. Hague Mr. Hague has been President and
Age 50 Chief Executive Officer of Bankers
Protective Life Insurance Company since April
1993. From October 1990 to 1993 he was an
insurance consultant. From October 1985 to
October 1990 he was President and Chairman of
the Board of Freedom Life Insurance Company
of America. He is a former member of the
Board of Directors of the Health Insurance
Institute of America and is a former Chairman
of the Industry Task Force on Agents'
Licensing and Education for the National
Association of Life Insurance Companies.

Don C. Benton Mr. Benton has been Director of
Age 40 Twelve Step Ministries, Lovers Lane
United Methodist Church of Dallas since 1991
and Consultant for Spiritual Counseling and
Education for the Addiction Recovery Center
since 1993 and also served in that capacity
for the Argyle Specialty Hospital. He has
served as unit coordinator, admissions
coordinator, and milieu therapist for various
hospitals and facilities throughout Texas
since 1988. He is a Licensed Chemical
Dependency Counselor, and a Certified Alcohol
and Drug Abuse Counselor.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth as of March 31, 1995 certain information
with respect to all stockholders known by the Company to own beneficially more
than 5% of the outstanding Common Stock and Series B Preferred Stock (which are
the only outstanding classes of voting securities of the Company), as well as
information with respect to the Company's Common Stock and Series B Preferred
Stock owned beneficially by each director and nominee, by each executive officer
whose compensation from Medical Resource in 1994 exceeded $100,000, and by all
directors and nominees and officers (including certain key officers of
subsidiaries) as a group. Unless otherwise indicated, each of such stockholders
has sole voting and investment power with respect to the shares beneficially
owned.

Number of Shares Percent of Class
-------------------------------- -----------------
Series B
Name and Address Preferred Common
of Beneficial Owner Stock Common Stock Stock
- - ------------------- ---------- ----------------- -----------------

James R. Gilley - 8,050,000/(2)/ 45.9%
4265 Kellway Circle
Addison, Texas 75244

Sylvia M. Gilley - 4,680,000/(2)(3)/ 26.7%
13711 Creekside Place
Dallas, Texas 75248

W. Michael Gilley - 1,223,181/(4)/ 7.0%
627B Coliseum Drive
Winston-Salem, NC 27106

Gene S. Bertcher - 350,000/(5)/ 2.0%
4265 Kellway Circle
Addison, Texas 75244

Robert L. Griffis - 150,000/(6)/ 0.1%
4265 Kellway Circle
Addison, Texas 75244

Michael E. McMurray - - -
5330 Merrick Rd.
Massapequa, New York
11758

Matthew G. Gallins - 100,000/(7)/ 0.1%
715 Stadium Drive
Winston-Salem, NC 27101

Paul G. Chrysson - - -
1045 Burke Street
Winston-Salem, NC 27101

Richards D. Barger - - -
945 San Marino Avenue
San Marino, CA 91108

Steven R. Hague - - -
1650 Bank One Tower
221 W. Sixth Street
Austin, Texas 78701

Don C. Benton - - -
Lovers Lane United
Methodist Church
9200 Inwood Road
Dallas, Texas 75220

Columbia General Corp. 5,772/(8)/ -
5949 Sherry Lane
Dallas, Texas 75225

Stan Mallory 2,825/(8)/ -
c/o Mallory LP
P.O. Box 660
Mineola, Texas 75773

All officers and directors - 9,973,181 56.8%
(and nominees) as a group
(17 persons)

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

(1) In accordance with Securities and Exchange Commission regulations, shares
are deemed to be "beneficially owned" by a person who directly or
indirectly has or shares the power to vote or to dispose of or to direct
the voting or disposition of, such shares. In addition, a person is deemed
to own beneficially any shares if such person has the right to acquire
beneficial ownership of such shares within 60 days, such as by conversion
of a convertible security or exercise of a warrant or stock option.

(2) Consists of 6,050,000 shares owned by JRG Investments, Inc. ("JRG"), a
corporation wholly owned by Mr. Gilley, and 2,000,000 shares owned by a
grantor trust for the benefit of James R. and Sylvia M. Gilley. Mr. Gilley
and JRG have pledged 5,831,818 shares of Medical Resource Common Stock and
944,418 shares of Medical Resource Series A Preferred Stock, and Mr. Gilley
has pledged all of his shares in JRG, to MS Holding Corp., a nonaffiliated
entity, as collateral for repayment of a $5,700,000 promissory note payable
by JRG to MS Holding Corp. The note requires payment of annual interest
only until May 23, 1997, when the principal balance and all accrued
interest is due and payable. Failure to repay such note when due could
result in change in the control of the Company. Of the shares owned by the
grantor trust, 1,000,000 shares were acquired by the trust from the Company
in November 1993 in consideration of a $2,250,000 partial recourse
promissory note executed by the grantor trust and Mr. Gilley (as co-maker).
This note bears interest at an annual rate of 5.5% until November 2003,
when the entire principal balance and all accrued interest is due. The
note is collateralized by the 1,000,000 shares purchased by the grantor
trust, and the grantor trust and Mr. Gilley (as co-maker) have personal
recourse only for the first 20% of the principal balance.

(3) Mrs. Gilley is the spouse of James R. Gilley. Consists of the 2,000,000
shares owned by the grantor trust for the benefit of Mr. and Mrs. Gilley,
and 2,680,000 shares owned of record. Other than the shares owned by the
grantor trust, Mrs. Gilley disclaims any beneficial ownership of the shares
owned by Mr. Gilley and JRG. Mr. Gilley and JRG disclaim beneficial
ownership of the shares owned by Mrs. Gilley.

(4) Consists of 398,181 shares owned of record, 150,000 shares issued for a
promissory note of $187,500, for which the shares are pledged as
collateral, 25,000 shares owned by Bartram Investment Properties, Inc., a
wholly owned corporation and 650,000 shares owned by five trusts for which
Mr. Gilley acts as co-trustee for the benefit of the children and
grandchildren of James R. and Sylvia M. Gilley.

(5) Consists of 250,000 shares of the Company issued for a promissory note of
$62,500, for which the shares are pledged as collateral, and options to
purchase 100,000 shares for $2.25 per share vesting over nine years, of
which 10,000 shares vested immediately and the remainder vest over a nine
year period beginning January 1, 1994.

(6) In November 1992, Mr. Griffis obtained a loan from Medical Resource for
$75,000 which was used to exercise options to purchase 150,000 shares of
Medical Resource Common Stock. The loan is collateralized by the shares
purchased by Mr. Griffis.

(7) Consists of 100,000 shares owned by a trust for which Mr. Gallins acts as
co-trustee for the benefit of one of the grandchildren of James R. and
Sylvia M. Gilley.

(8) Represents 44.4% and 21.7%, respectively, of the outstanding shares of
Series B Preferred Stock.

EXECUTIVE COMPENSATION

The following tables set forth the compensation paid by the Company for
services rendered during the fiscal years ended December 31, 1994, 1993 and 1992
to the Chief Executive Officer of the Company and to the other executive
officers of the Company whose total annual salary and bonus in 1994 exceeded
$100,000, the number of options granted to any of such persons during 1994, and
the value of the unexercised options held by any of such persons on December 31,
1994.

SUMMARY COMPENSATION TABLE

Long Term
Compensation-
Name and Annual Securities All
Principal Compensation- Underlying Other
Position Year Salary/(1)/ Options Compensation/(2)/
- - ------------------------------ ---- ------------- -------------- -----------------

James R. Gilley, 1994 $460,000 - $6,500
President and 1993 460,000 - 4,500
Chief Executive Officer 1992 280,000 6,500

Gene S. Bertcher, 1994 150,000 - 6,500
Executive Vice 1993 150,000 100,000 4,500
President and Chief 1992 132,000 - 6,500
Financial Officer

Robert L. Griffis, 1994 100,000 - 6,500
Senior Vice President 1993 100,000 - 4,500
1992 53,000 150,000 2,000

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

(1) Includes salary, but does not include the value of certain benefits
furnished by Medical Resource not exceeding the lesser of $50,000 or 10% of
the compensation stated above for any named individual.

(2) Constitutes directors' fees paid by the Company to the named individuals.

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

OPTION/SAR GRANTS TABLE
(OPTION/SAR GRANTS IN LAST FISCAL YEAR)

Number of
Securities Percent of
Underlying Total Options Exercise or
Options Granted Granted to Employees in Base Price Expiration
Name # Fiscal Year ($/Sh) Date
- - --------------------- -------------------- ----------------------- ------------ ----------

Gene S. Bertcher 100,000 16.7 2.25 11/21/2003

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

Value of Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options/SARs at 1994
Options/SARs at 1994 FY-End FY-End
Shares Acquired Value ----------------------------- ---------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - --------------------- --------------- -------- ----------------------------- ---------------------------

Gene S. Bertcher - - 30,000 70,000 -0- -0-

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

Medical Resource pays each director a fee of $2,500 per year, plus a
meeting fee of $1,000 for each Board meeting attended.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following paragraphs describe certain transactions between Medical
Resource and (i) any Stockholder beneficially owning more than 5% of the
outstanding Common Stock, (ii) the officers and directors of Medical Resource
serving in such capacities prior to consummation of the Merger and (iii) members
of the immediate family or affiliates of any of the foregoing, which
transactions occurred since the beginning of the 1993 fiscal year.

James R. Gilley made working capital loans to the Company during 1993
totalling $420,000. Said loans were due on demand and bore interest at 14%. On
November 19, 1993, Mr. Gilley loaned an additional $100,000 and refinanced all
principal and interest into a term note in the principal amount of $625,000
payable over ten years plus interest at 10% per year, secured by a first
mortgage on the Company's office building in Addison, Texas. The loan was repaid
in December, 1994.

On November 19, 1993 the Company sold 1,000,000 unregistered shares of its
Common Stock, to James R. Gilley at a price equal to the closing price of the
shares on the American Stock Exchange on that date ($2.25) per share for
consideration consisting of a promissory note for the full purchase price
thereof, of which 20% of the principal amount of the note is a recourse
obligation of the maker and the balance of the note is nonrecourse. Such note
bears interest at the rate of 5-1/2% per annum, which accrues and is payable
along with all principal upon maturity on November 18, 2003, and is secured by a
pledge of the stock back to the Company to hold as collateral for payment of the
note pending payment in full.

On December 29, 1994, the Company sold 150,000 unregistered shares of its
Common Stock to W. Michael Gilley at a price equal to the closing price of the
shares on the American Stock Exchange ($1.25) for consideration consisting of a
promissory note for the full purchase price, of which 20% of the principal
amount of the note is a recourse obligation of the maker and the balance is
nonrecourse. Such note is secured by a pledge of the shares purchased, bears
interest at a rate equal to any cash or stock dividends declared on the
purchased stock, and is due in a single installment on or before December 31,
1999.

In connection with the sale of four properties in Georgia previously owned
by the Company, the Company retained first mortgages which were subordinate to a
series of tax free bonds issued upon the defeasance of the bonds. The Series B
Bonds were purchased for investment by Sylvia Gilley, wife of James R. Gilley.
The Company had the opportunity to sell the mortgages but only if the Company
would guarantee the B Bonds, which it did following Board of Director approval.
Due to current litigation with the purchaser of the property, it is possible
that the bond interest will not be paid. The Conflicts of Interest Committee
resolved to reimburse the legal fees of Sylvia Gilley pursuant to litigation to
collect defaulted interest that is prosecuted in her name, with the Company to
be reimbursed from the proceeds of any recovery.

Beginning in 1992, subsidiaries of the Company have provided construction
services at an assisted living project in Norman, Oklahoma which is owned by a
trust for Sylvia Gilley. As of December 31, 1994, the Company is owed $173,623,
which includes a fee of $80,000 for services rendered. The Company anticipates
it will continue to provide construction services through the first half of
1995.

In March 1994, Sylvia M. Gilley, wife of James R. Gilley made a $1,000,000
loan to the Company, bearing interest at 12%. The loan was repaid in December,
1994.

It is the policy of Medical Resource that all transactions between Medical
Resource and any officer or director, or any of their affiliates, must be
approved by the Conflict of Interest Committee, which is comprised of non-
management members of the Board of Directors of Medical Resource. All of the
transactions described above were approved.

ORGANIZATION OF THE BOARD OF DIRECTORS

The Board of Directors has the following committees:

Committee Members
--------- -------

Executive James R. Gilley - Chairman
Richards D. Barger
Michael E. McMurray

Audit Matthew G. Gallins - Chairman
Don C. Benton
Michael E. McMurray

Compensation Michael E. McMurray - Chairman
Don C. Benton
Matthew G. Gallins

Conflicts of
Interest Richards D. Barger - Chairman
Don C. Benton
Matthew G. Gallins
Michael E. McMurray

The Executive Committee conducts the normal business operations of the
Company and acts as Nominating Committee and Stock Option Committee. The Audit
Committee recommends an independent auditor for the Company, consults with such
independent auditor and reviews the Company's financial statements. The
Compensation Committee fixes the compensation of officers and key employees of
the Company. The Conflicts of Interest Committee receives and investigates any
reports of or perceived conflicts of interest in any activities undertaken by
the Company.

The Board of Directors had three meetings during 1994. The Executive,
Audit, Compensation and Conflicts of Interest Committees each met twice.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

No director, officer or beneficial owner of more than 10% of any class of
equity securities of the Company failed to file on a timely basis, as disclosed
in Forms 3, 4 or 5 reports required by Section 16(a) of the Exchange Act during
the most recent fiscal year or prior fiscal years.

RATIFICATION OF AUDITORS

The Board of Directors has selected Grant Thornton to serve as the
Company's independent auditors for the year ending December 31, 1995. The
Stockholders are being asked to ratify the Board's selection. Representatives
of Grant Thornton will be present at the Annual Meeting and will have the
opportunity to make a statement and will be available to answer appropriate
questions.

VOTE REQUIRED AND RECOMMENDATION OF THE BOARD

Ratification of the Appointment of Grant Thornton as the Company's
independent auditors for the fiscal year ending December 31, 1995 requires the
affirmative vote of a majority of the outstanding shares of common stock
represented at the Annual Meeting of Stockholders and entitled to vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE "FOR" RATIFICATION OF
THE PROPOSED APPOINTMENT OF GRANT THORNTON AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 1995.

ANNUAL REPORT

The Annual Report to Stockholders, including consolidated financial
statements, for the year ended December 31, 1994, accompanies the proxy material
being mailed to all Stockholders. The Annual Report is not a part of the proxy
solicitation material.

OTHER MATTERS

The Board of Directors does not intend to bring any other matters before
the Annual Meeting and has not been informed that any other matters are to be
presented to the Annual Meeting by others. In the event that other matters
properly come before the Annual Meeting or any adjournments thereof it is
intended that the persons named in the accompanying proxy and acting thereunder
will vote in accordance with their best judgment.

DEADLINE FOR SUBMISSION
OF PROPOSALS TO BE PRESENTED
AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS

Any Stockholder who intends to present a proposal at the 1996 Annual
Meeting of Stockholders must file such proposal with the Company by February 29,
1996 for possible inclusion in the Company's proxy statement and form of proxy
relating to the meeting.

By Order of the Board of Directors

James R. Gilley,
President and Chief Executive Officer

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

PROXY MEDICAL RESOURCE COMPANIES OF AMERICA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby (1) acknowledges receipt of the Notice of Annual Meeting
of Stockholders of Medical Resource Companies of America (the "Company") to be
held at the offices of the Company at 4265 Kellway Circle, Addison, Texas, on
May 24, 1995, beginning at 10:00 a.m., Dallas Time, and the Proxy Statement in
connection therewith and (2) appoints James R. Gilley and Gene S. Bertcher, and
each of them, the undersigned's proxies with full power of substitution for and
in the name, place and stead of the undersigned, to vote upon and act with
respect to all of the shares of Common Stock of the Company standing in the
name of the undersigned, or with respect to which the undersigned is entitled
to vote and act, at the meeting and at any adjournment thereof.

The undersigned directs that the undersigned's proxy be voted as follows:

1. ELECTION [_] FOR all Class I [_] WITHHOLD
OF nominees listed below AUTHORITY to vote
DIRECTORS (except as marked to for all Class I
the contrary below) nominees listed
below
Class I nominees: James R. Gilley, Gene S. Bertcher, W. Michael
Gilley, and Paul G. Chrysson

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)

- - --------------------------------------------------------------------------------
2. RATIFY SELECTION OF GRANT THORNTON AS THE COMPANY'S AUDITORS

[_] FOR ratification [_] AGAINST ratification [_] ABSTAIN from voting

3. IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTER WHICH MAY PROPERLY
COME BEFORE THE MEETING.

This proxy will be voted as specified above. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF ALL CLASS I DIRECTOR NOMINEES IN ITEM 1
ABOVE AND FOR THE RATIFICATION IN ITEM 2 ABOVE.
- - --------------------------------------------------------------------------------

- - --------------------------------------------------------------------------------
The undersigned hereby revokes any proxy heretofore given to vote or act with
respect to the Common Stock of the Company and hereby ratifies and confirms all
that the proxies, their substitutes, or any of them may lawfully do by virtue
hereof.
If more than one of the proxies named shall be present in person or by
substitute at the meeting or at any adjournment thereof, the majority of the
proxies so present and voting, either in person or by substitute, shall
exercise all of the powers hereby given.
Please date, sign and mail this proxy in the enclosed envelope. No postage is
required.

Date _________________________, 1995

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Signature of Stockholder

Please date this proxy and sign
your name exactly as it appears
hereon. Where there is more than
one owner, each should sign. When
signing as an attorney,
administrator, executor, guardian
or trustee, please add your title
as such. If executed by a
corporation, the proxy should be
signed by a duly authorized
officer.
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