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EXHIBIT 3.23

ARTICLES OF INCORPORATION

OF
DRS. SHEER, AHEARN & ASSOCIATES

PROFESSIONAL ASSOCIATION

We, the undersigned, being the subscribers to these Articles of
Incorporation, and being natural persons competent to contract and Doctors of
Medicine duly licensed to render services as such under the laws of the State of
Florida, do hereby present these Articles of Incorporation for the formation of
a professional corporation for profit under The Professional Service Corporation
Act, and other laws, of the State of Florida.

ARTICLE I

The name of this Corporation shall be:

DRS. SHEER, AHEARN & ASSOCIATES
PROFESSIONAL ASSOCIATION

and its principal place of business shall be in the City of Tampa, Florida,
County of Hillsborough, with the right to change and move said principal place
of business and establish such other offices and places of business within or
without the State of Florida as the Board of Directors may from time to time
deem proper.

ARTICLE II

The general nature of the business to be transacted by this corporation
shall be as follows:

To engage in every phase and aspect of the business of rendering the
same professional services to the public that a Doctor of Medicine, duly
licensed under the laws of the State of Florida, is authorized to render, but
such professional services shall be rendered only through officers, employees,
and agents who are duly licensed under the laws of the State of Florida to
practice medicine therein.

To invest the funds of this corporation in real estate, mortgages,
stocks, bonds or any other type of investment, and to own real and personal
property necessary for the rendering of professional services.

To do all and everything necessary and proper for the accomplishment of
any of the purposes or the attaining of any of the objects or the furtherance of
any of the purposes enumerated in these Articles of Incorporation or any
amendment thereof, necessary or incidental to the protection and benefit of the
corporation. and in general, either alone or in association with other

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corporations, firms, or individuals, to carry on any lawful pursuit necessary or
incidental to the accomplishment of the purposes or the attainment of the
objects or the furtherance of such purposes or objects of this corporation.

The foregoing paragraphs shall be construed as enumerating both objects
and purposes of this corporation; and it is hereby expressly provided that the
foregoing enumeration of specific purposes shall not be held to limit or
restrict in any manner the purposes of this corporation otherwise permitted by
law.

ARTICLE III

The total authorized capital stock of this corporation shall be One
Thousand shares having a par valve of Five Dollars ($5.00) per share.

All such stock shall be issued fully paid and non-assessable at and for
such consideration, whether the same be cash, services rendered, or otherwise,
and upon such terms and conditions as may be fixed by the Board of Directors of
this Corporation.

At all meetings of the Stockholders and at all elections of Directors,
each holder of common stock shall be entitled to cast one vote for each share
held by him.

None of the shares of this Corporation may be issued to or owned by
anyone other than an individual duly licensed to practice medicine in the State
of Florida who is an employee, officer or agent of this Corporation.

ARTICLE IV

The amount of capital with which this Corporation shall begin shall be
not less than Five Hundred Dollars ($500.00).

ARTICLE V

The Corporation shall have perpetual existence, unless earlier
terminated by due and proper legal procedure.

ARTICLE VI

The post office address of the principal office of the Corporation
shall be 501 East Buffalo Avenue, Tampa, Florida.

ARTICLE VII

The affairs of the corporation shall be conducted by a Board of
Directors of not less than three (3) directors nor more than five (5). The
number of Directors may be determined

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from time to time by the holders of the Common Stock of the Corporation, but
shall never be less than three (3). It is not necessary that a Director be a
Stockholder in the Corporation.

ARTICLE VIII

The names and post office addresses of the members of the first Board
of Directors who shall hold office for the first year of the existence of the
Corporation, or until their successors are elected and qualified, unless
otherwise provided by the By-Laws, are:

Dr. Allen L. Sheer 501 East Buffalo Avenue
Tampa, Florida

Dr. James P. Ahearn 501 East Buffalo Avenue
Tampa, Florida

Dr. Zoltan Petrany 501 East Buffalo Avenue
Tampa, Florida

ARTICLE IX

The names and post office addresses of the subscribers of these
Articles of Incorporation, each of whom is a Doctor of Medicine, duly licensed
under the laws of the State of Florida to render services as such, are as
follows:

Dr. Allen L. Sheer 501 East Buffalo Avenue
Tampa, Florida

Dr. James P. Ahearn 501 East Buffalo Avenue
Tampa, Florida

ARTICLE X

No shareholder of this Corporation shall enter into any voting trust
agreement or any other type of agreement vesting in another person the authority
to exercise the voting power of any or all of his shares.

ARTICLE XI.

No contract or other transaction between this Corporation and any other
Corporation shall be affected by the fact that any Director of this Corporation
is interested in, or is a Director or officer of, such other Corporation, and
any Director, individually or jointly, may be a party to, or may be interested
in, any contract or transaction of this Corporation or in which this Corporation
is interested; and no contract, or other transaction of this Corporation with
any person, firm, or Corporation, shall be affected by the fact that any
Director of this Corporation is a party in any way connected with such person,
firm, or corporation, and every person who may become a

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Director of this Corporation is hereby relieved from any liability that might
otherwise exist from contracting with this Corporation for the benefit of
himself or any firm, association, or Corporation in which he may be in any way
interested.

ARTICLE XII

Any Director or this Corporation may be removed at any annual or
special meeting of the Stockholders by the same vote as that required to elect a
Director.

ARTICLE XIII

The shareholder of this Corporation shall have the power to include in
the By-Laws, adopted by a two-thirds majority of the shareholders of this
Corporation, any regulatory or restrictive provisions regarding the proposed
sale, transfer, or other disposition of any of the outstanding shares of this
Corporation by any of its shareholders, or in the event of the death of any of
its shareholders. The manner and form, as well as relevant terms, conditions,
and details hereof, shall be determined by the shareholders of this Corporation:
provided, however, that such regulatory or restrictive provisions shall not
affect the rights of third parties without actual notice thereof, unless
existence of such provision shall he plainly written upon the certificate
evidencing the ownership of such stock. No shareholder of this Corporation may
sell or transfer his shares therein except to another individual who is eligible
to be a shareholder of this Corporation, and such sale or transfer may be made
only after the same shall have been approved at a stockholders' meeting
specially called for such purpose. If any shareholder (1) becomes legally
disqualified to practice medicine in the State of Florida, or (2) is elected to
a public office, or accepts employment that places restrictions or limitations
upon his continuous rendering of such professional services as a medical doctor,
or (3) sells, transfers, hypothecates or pledges, or attempts to sell, transfer,
hypothecate or pledge any shares of stock in this Corporation to any person
ineligible by law or by virtue of these articles to be a shareholder in this
Corporation, or if such sale, transfer, hypothecation or pledge or attempt to
sell, transfer, hypothecate or pledge to made in a manner prohibited by law or
in a manner inconsistent with the provisions of these articles, or the by-laws
of this Corporation, or (4) suffers an execution to be levied upon his stock, or
such stock to subjected to judicial sale or other process, the effect of which
is to vest any legal or equitable interest in such stock in some person other
than the stockholder such shareholder's shares shall immediately become
forfeited and such stock shall be immediately cancelled by this Corporation and
the stockholder or other person in possession of such stock shall be entitled
only to receive payment for the value of such stock, which, in the

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absence of a by-law provision or written agreement between the Corporation and
its stockholders, or written agreement among its stockholders shall be the book
value thereof as of the end of the month preceding the month in which any of the
events enumerated above occurs. In addition, such shareholder shall, immediately
be discharged from his employment with the Corporation as employee, director,
officer, or agent and the Corporation shall immediately terminate all other
financial interest of such shareholder in the Corporation.

ARTICLE XIV

In furtherance, and not in limitation of the general powers conferred
by the laws of the State of Florida and of the purposes and objects hereinabove
stated, this Corporation shall have all and singular the following power:

This corporation shall have the power to enter into, or become a
partner in, any arrangement for sharing profits, union of interest, or
cooperation, joint venture or otherwise, with any person, firm, or Corporation
to carry on any business which this Corporation has the direct or incidental
authority to pursue.

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This Corporation shall have the power to deny to the holders of the
Common Stock of this Corporation any pre-emptive right to purchase or subscribe
to any new issues of any type stock of this Corporation, and no shareholder
shall have any pre-emptive right to subscribe to any such stock.

This corporation shall have the power, at its option to purchase and
acquire any or all of its shares owned and held by any such shareholder as
should desire to sell, transfer, or otherwise dispose of his shares, in
accordance with the By-Laws adopted by the shareholders of this Corporation
setting forth the terms and conditions of such purchase; provided, however, the
capital of this Corporation is not impaired.

This Corporation shall have the power, at its option, to purchase and
acquire the shares owned and held by any shareholder who dies, in accordance
with the By-Laws adopted by the shareholders of this Corporation setting forth
the terms and conditions of such purchase; provided, however, the capital of
this Corporation is not impaired.

This Corporation shall have the power to enter into, for the benefit of
its employees, one or more of the following: (1) a pension plan, (2) a
profit-sharing plan, (3) a stock bonus plan, (4) a thrift and savings plan (5) a
restricted stock option plan, or (6) other retirement or incentive compensation
plans.

ARTICLE XV

These Articles of Incorporation may be amended in the manner provided
by law. Every amendment shall be approved by the Board of Directors, proposed by
them to the stockholders, and approved at a stockholders' meeting by a majority
of the stock entitled to vote 'hereon, unless all the Directors and all the
Stockholders sign a written statement manifesting their intention that a certain
amendment of these Articles of Incorporation be made. All rights of shareholders
are subject to this reservation.

IN WITNESS WHEREOF we, the subscribers, have executed these Articles of
Incorporation this 27th day of March, 1969.

/s/ Allen L. Sheer
_________________________________
Dr. Allen L. Sheer

/s/ James P. Ahearn
_________________________________
Dr. James P. Ahearn

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STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

BEFORE ME, the undersigned authority, personally appeared DR. ALLEN L.
SHEER and DR. JAMES P. AHEARN, to me well known to be the persons described in
and who executed the foregoing Articles of Incorporation, and who acknowledged
the execution thereof to be their free act and deed for the uses and purposes
therein mentioned.

WITNESS my hand and official seal at Tampa, Florida this 27th day of
March, 1969.

/s/ Joan M. Sifferth
_____________________________________
Notary Public, State of Florida
My commission expires:

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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
DRS. SHEER, AHEARN & ASSOCIATES, PROFESSIONAL ASSOCIATION

We, the undersigned, being all of the Stockholders and Directors of
DRS. SHEER, AHEARN & ASSOCIATES, P.A., whose Articles of Incorporation were
filed with the Secretary of State of the State of Florida on March 31, 1969,
hereby manifest our intention that the said Articles of Incorporation be amended
in accordance with the proposed Amendment set forth herein, pursuant to the
provisions of Section 607.181(3). Florida Statutes; and we do hereby request the
approval thereof by the Secretary of State; and we do hereby certify that there
are no other directors or stockholders in the said DRS. SHEER, AHEARN &
ASSOCIATES, PROFESSIONAL ASSOCIATION.

The provisions of Article III of the Articles of
Incorporation are hereby deleted in their entirety and the
following inserted in lieu thereof:

ARTICLE III

(a) The aggregate number of shares of capital stock
authorized to be issued by this Corporation shall be 50,000
shares of common stock with a par value of .10(cent) per
share. Each share of said stock shall entitle the holder
thereof to one vote at every annual or special meeting of the
Stockholders of this Corporation. The consideration for the
issuance of said shares of capital stock may be paid, in whole
or in part, in cash, in other property (tangible or
intangible) or in labor or services actually performed for the
Corporation, at a fair valuation to be fixed by the Board of
Directors. When issued, all shares of stock shall be fully
paid and nonassessable.

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(b) In the election of directors of this Corporation
there shall be no cumulative voting of the stock entitled to
vote at such election.

The provisions of Article VII of the Articles of
Incorporation are hereby deleted in their entirety and the
following inserted in lieu thereof.

ARTICLE VII

The Board of Directors of this Corporation shall
consist of not less than one (1) nor more than fifteen (15)
members, the exact number of directors to be fixed from time
to time by the Stockholders or the by-laws. The business
affairs of this Corporation shall be managed by the Board of
Directors, which may exercise all such powers of this
Corporation and do all such lawful acts and thinks as are not
by law directed or required to be exercised or done only by
the Stockholders. A quorum for the transaction of business at
meetings of the Directors shall be a majority of the number of
Directors determined from time to time to comprise the Board
of Directors, and the act of a majority of the Directors
present at a meeting at which a quorum is present shall be the
act of the Directors. Subject to the by-laws of this
Corporation, meetings of the Directors may be held within or
without the State of Florida. Directors need not be
stockholders. The Stockholders of this corporation may remove
any Director from office at anytime with or without cause.

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IN WITNESS WHEREOF, these Articles of Amendments to the Articles of
Incorporation of DRS. SHEER, AHEARN & ASSOCIATES, P.A. has been duly executed by
the Directors and Stockholders of such Corporation this 30th day of November,
1976.

Stockholders Directors

/s/ Allen L. Sheer /s/ Allen L. Sheer
________________________________ ________________________________
ALLEN L. SHEER, M.D. ALLEN L. SHEER, M.D.

/s/ James P. Ahearn /s/ James P. Ahearn
________________________________ ________________________________
JAMES P. AHEARN, M.D. JAMES P. AHEARN, M.D.

/s/ William C. Klein /s/ William C. Klein
________________________________ ________________________________
WILLIAM C. KLEIN, M.D. WILLIAM C. KLEIN, M.D.

/s/ Zoltan Petrany /s/ Zoltan Petrany
________________________________ ________________________________
ZOLTAN PETRANY M.D. ZOLTAN PETRANY, M.D.

/s/ H. Kirby Blankenship /s/ H. Kirby Blankenship
________________________________ ________________________________
H. KIRBY BLANKENSHIP, M.D. H. KIRBY BLANKENSHIP, M.D.

/s/ Ray L. Columbaro /s/ Ray L. Columbaro
________________________________ ________________________________
RAY L. COLUMBARO, M.D. RAY L. COLUMBARO, M.D.

/s/ A. Raymond Brooker /s/ A. Raymond Brooker
________________________________ ________________________________
A. RAYMOND BROOKER, M.D. A. RAYMOND BROOKER, M.D.

/s/ Aaron Longacre /s/ Aaron Longacre
________________________________ ________________________________
AARON LONGACRE, M.D. AARON LONGACRE, M.D.

/s/ Lawrence R. Muroff /s/ Lawrence R. Muroff
________________________________ ________________________________
LAWRENCE R. MUROFF, M.D. LAWRENCE R. MUROFF, M.D.

THE FOREGOING AMENDMENT having been adopted in accordance with the
requirements of Chapter 607 of the Florida Statutes, the Corporation has caused
its President and Secretary to execute on behalf of the Corporation these
Articles of Amendment this 30th day of November, 1976.

DRS. SHEER, AHEARN & ASSOCIATES, P.A.

By: /s/ William C. Klein By: /s/ Allen L. Sheer
________________________________ ________________________________
William C. Klein, M.D. Allen L. Sheer, M.D., President

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STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

The foregoing instrument was acknowledged before me this 30th day of
November, 1976, by ALLEN L. SHEER. M.D. and WILLIAM C. KLEIN, M.D., President
and Secretary, respectively, of DRS. SHEER, AHEARN & ASSOCIATES, P.A., a Florida
professional service corporation, on behalf of the Corporation.

/s/ Martha Mammicco
________________________________
NOTARY PUBLIC

My Commission Expires: Notary Public, State of
Florida at Large
My Commission Expires
May 9, 1980

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DOMESTIC CORPORATION AND FOREIGN CORPORATION

ARTICLES OF MERGER

The undersigned corporations, pursuant to Section 607.1107 of the
Florida Business Corporation Act (the "FBCA") hereby execute the following
Articles of Merger:

1. Parties of Merger. The names of the corporations proposing to merge
and the names of the states or countries under the laws of which such
corporation are organized are as follows:

Name of Corporation State/Country of Incorporation
------------------- ------------------------------

SA Merger Corporation Delaware

Drs. Sheer, Ahearn and Associates, Inc. Florida

2. Compliance with Delaware Law. The laws of the State of Delaware,
under which TEAM Merger Corporation is organized permit the merger herein
contemplated and SA Merger Corporation is complying with those laws in effecting
the merger.

3. Compliance with Florida Law. Drs. Sheer, Ahearn and Associates,
Inc., as the surviving corporation, complies with the applicable provisions of
FBCA Sections; 607.1101 - 607.1104, and with FBCA Section 607.1105.

4. Plan of Merger. The terms and conditions of the proposed merger and
the manner and basis for converting the shares are set forth in the Plan and
Agreement of Merger. Attached hereto as Exhibit A is a Plan of Merger, which
implements the terms of a Plan and Agreement of Merger adopted by the merged
corporation and the surviving corporation.

5. Board of Directors Approval. The Plan and Agreement of Merger, dated
as of December 2, 1996, by and among MedPartners, Inc., SA Merger Corporation,
and Drs. Sheer, Ahearn and Associates, Inc. (the "Plan of Merger"), has been
approved and adopted, by the respective Boards of Directors of, MedPartners,.
Inc., on November 30, 1996, SA Merger Corporation on November 25, 1996 and Drs.
Sheer, Ahearn and Associates, Inc. on November 30, 1996, and certified, executed
and acknowledged by the duly authorized officers of MedPartners, Inc., SA Merger
Corporation, and Drs. Sheer, Ahearn and Associates, Inc.

6. Shareholder Approval. The Agreement and Plan of Merger was approved
and adopted by the stockholders of Drs. Sheer, Ahearn and Associates, Inc. on
the 30th day of November, 1996, and such approval and adoption was certified by
the Secretary of Drs. Sheer, Ahearn and Associates, Inc. The Plan of Merger was
approved and adopted by the sole stockholder of SA Merger Corporation on the
25th day of November, 1996, and such approval and adoption was certified by the
Secretary of SA Merger Corporation.

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7. Effective Date. The effective date of the merger herein contemplated
shall be the date on which these Articles of Merger are filed with the Secretary
of State, State of Florida.

SA MERGER CORPORATION

By: /s/ Harold O. Knight, Jr.
---------------------------------

Harold O. Knight, Jr.
------------------------------------
(Print Name)

Vice President SA Merger Corporation
------------------------------------
(Print Title)

DRS. SHEER, AHEARN AND ASSOCIATES, INC.

By: /s/ Michael P. Flynn
---------------------------------
Michael P. Flynn, M.D.
President

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EXHIBIT A

MERGER
OF

SA MERGER CORPORATION
with and into

DRS. SHEER, AHEARN AND ASSOCIATES, INC.

PLAN OF MERGER

1. Definitions. For the purposes hereof, the following terms shall be
defined as follows:

(a) "Constituent Corporations" - SA Merger Corporation. a Delaware
corporation and Drs. Sheer, Ahearn and Associates, Inc., a Florida corporation.

(b) "Merged Corporation" - SA Merger Corporation, a Delaware
corporation.

(c) "Surviving Corporation" - upon the effective date of the merger,
DRS. SHEER, AHEARN AND ASSOCIATES, INC., a Florida corporation.

2. Organizational Documents of Surviving Corporation. The Articles of
Incorporation and the Bylaws of Drs. Sheer, Ahearn and Associates, Inc., upon
the effective date of the merger, shall become the Articles of Incorporation and
the Bylaws of the Surviving Corporation, until altered, amended, or repealed.

3. Effect of Merger on Shares of Constituent Corporations.

(a) Shares of Surviving Corporation. From and after the date
of the Merger, each issued and outstanding share of common stock of Drs. Sheer,
Ahearn and Associates, Inc. shall be converted into 3,714.738 shares of common
stock of MedPartners, Inc., a Delaware corporation, which is the sole
shareholder of the Merged Corporation.

(b) Shares of Merged Corporation. From and after the date of
the Merger. the issued and outstanding shares of the Merged Corporation shall be
converted into an equal number of shares of the Surviving Corporation.

4. Effect of Merger. Upon the effective date of the merger, the
separate existence of the Merged Corporation shall cease and the Merged
Corporation shall be merged in accordance with the provisions of this Plan of
Merger into the Surviving Corporation, which shall survive such merger and shall
continue in existence and shall, without other transfer, succeed to and possess
all of the rights, privileges, immunities, powers and purposes of each of the
Constituent Corporations consistent with the Articles of Incorporation of the
Surviving Corporation, and all property, real personal and mixed, causes of
action, and every other asset of each of the Constituent Corporations shall vest
in the Surviving Corporation without further act or deed; the Surviving
Corporation shall assume, and be liable for all of the liabilities, obligations
and

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penalties of each of the Constituent Corporations. No liability or
obligation against either of the Constituent Corporations due or to become due,
claim or demand for any cause existing against either of the Constituent
Corporations, or any member, director or officer thereof, shall be released or
impaired by such merger. No action or proceeding, civil or criminal, then
pending by or against either of the Constituent Corporations, or any member,
director, or officer thereof, shall abate or be discontinued by such merger but
may be enforced, prosecuted, settled or compromised as if such merger but may be
enforced, prosecuted, settled, or compromised as if such merger had not
occurred, or the Surviving Corporation may be substituted in such action in
place of either of the Constituent Corporations.

5. Dissenter's Rights. Shareholders of the Merged Corporation who,
except for the applicability of Section 607.1104 of the FBCA, would be entitled
to vote and who dissent from the merger pursuant to Section 607.1320 my be
entitled, if they comply with the provisions of the FBCA regarding the rights of
dissenting shareholders, to be paid the fair value of their shares.

6. Further Assurances. To the extent permitted by law, from time to
time, as and when requested by the Surviving Corporation or by its successors
and assigns, the Merged Corporation shall execute and deliver or cause to be
executed and delivered all such deeds and instruments, and to take or cause to
be taken, such further or other action as the surviving Corporation may deem
necessary or desirable in order to vest in and confirm to the Surviving
Corporation title to, and possession of, and property of the Merged Corporation
acquired or to be acquired by reason of or as a result of the merger herein
provided for; and the proper officers and directors of the Merged Corporation
and the proper officers and directors of the Surviving Corporation are fully
authorized, in the name of the Surviving Corporation or otherwise, to take any
and all such action.

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ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF DRS. SHEER, AHEARN & ASSOCIATES
PROFESSIONAL ASSOCIATION

Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act. DRS. SHEER, AHEARN & ASSOCIATES PROFESSIONAL ASSOCIATION, a
Florida corporation (the "Corporation") adopts the following Articles of
Amendment to its Articles of Incorporation.

1. Name of Corporation. The name of the corporation is DRS. SHEER,
AHEARN & ASSOCIATES PROFESSIONAL ASSOCIATION.

2. Amendments. The Articles of Incorporation shall be amended by (a)
revising Article I to read as follows:

The name of this corporation shall be "DRS. SHEER, AHEARN & ASSOCIATES,
INC."

and (b) by deleting Paragraph (c) of Article III.

3. Manner of Adoption. The foregoing amendment was approved on November
25, 1996 by the written consent of all of the shareholders of said corporation
in accordance with Section 607.1003 of the Florida Business Corporation Act: the
total number of outstanding shares of each class entitled to vote on the
foregoing amendments is 621.47 shares of common stock; and said amendment was
approved by the votes of the holders of all of such shares and by all of the
members of the Board of Directors.

4. Effective Date. The foregoing amendment shall become effective and
the Articles of Incorporation shall be deemed to be amended thereby immediately
upon filing in the office of the Secretary of State.

Executed this 27th day of November, 1996.

DRS. SHEER, AHEARN & ASSOCIATES
PROFESSIONAL ASSOCIATION

By: /s/ Michael P. Flynn
------------------------------
Michael P. Flynn
President

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