UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 20, 1996

RESPONSE ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)

TENNESSEE
(State or other jurisdiction of incorporation)

0-15416 62-1212264
(Commission File Number) (I.R.S. Employer Identification No.)

1775 Moriah Woods Blvd., Memphis, Tennessee 38117
(Address of principal executive offices, including Zip Code)

(901) 761-7000
(Registrant's telephone number, including Area Code)

Not Applicable
(Former name or former address, if changed since last report)

Item 2. Acquisition or Disposition of Assets.

On June 20, 1996, the Registrant acquired (the "Transaction") from
Jeffrey L. Paonessa, M.D. (the "Seller") 100% of the outstanding common stock
(the "Acquired Stock") of Jeffrey L. Paonessa, M.D., P.A. (the "Acquired
Business"). The total consideration (the "Purchase Price") paid for the
Acquired Stock was approximately $9.5 million in cash, $5.1 million in an
unsecured, subordinated promissory note payable on or before December 1, 1998,
with the balance being paid by delivery of 196,154 restricted shares of common
stock of the Registrant ("Registrant Common Stock"), valued at approximately
$1.9 million. The Note may, at the election of the holder, be paid in shares
of Registrant Common Stock based on a price of $15.50 per share. The delivery
of the Registrant Common Stock as partial consideration for the Acquired Stock,
the Note and the Registrant Common Stock potentially issuable by the Registrant
in full or partial satisfaction of the Note have not been registered under the
Securities Act of 1933 in reliance upon an exemption from such registration.

The Acquired Stock was purchased by the Registrant directly from the
Seller. At the time of the Transaction, the Seller had no material
relationship with the Registrant. The assets of the Acquired Business include
medical equipment, accounts receivable, office furnishings and fixtures, rights
under a certain lease for certain office space, employee base and expertise,
know-how in respect of management of a medical practice in the oncology and
hematology specialty, computer systems, accounting books and records and other
intangible assets. Such assets were historically used in the conduct by the
Acquired Business of a group medical practice in the oncology and hematology
specialty.

Simultaneous with the consummation of the Transaction, a newly-formed
professional association wholly owned by the Seller and formed to continue the
group medical practice theretofore conducted by the Seller (the "New PA")
entered into a long-term management services agreement (the "Service
Agreement") with the Registrant providing for the management by the Registrant
of the non-medical aspects of the practice thereafter conducted by the New PA.
Pursuant to the Service Agreement, the Registrant will manage the non-medical
aspects of the New PA's business and will permit the New PA to use office
space, equipment and other assets owned or leased by the Registrant in exchange
for an agreed-upon management fee.

The cash portion of the Purchase Price was provided from the proceeds
of a draw on the Registrant's unsecured acquisition credit facility provided
through a syndicate of commercial banks led by NationsBank of Tennessee, N.A.
Borrowings under such facility bear interest at a rate equal to LIBOR plus 2
5/8%, and are payable on or before May 31, 1998.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

It is impracticable for the Registrant to provide with this Current
Report the financial statements for the Acquired Business required to be filed
pursuant to Rule 3-05 of Regulation S-X and pro forma financial information
required to be filed pursuant to Article 11 of Regulation S-X because all such
financial statements and information are presently not available. Such
financial statements and pro forma financial information shall be filed as soon
as it becomes available, but in any event no later than September 3, 1996.

Also included herewith is Exhibit 10(s), Stock Purchase Agreement
among Response Oncology, Inc., Jeffrey L. Paonessa, M.D. and J. Paonessa,
M.D., P.A. dated as of June 19, 1996.

SIGNATURES

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

RESPONSE ONCOLOGY, INC.

Dated: July 5, 1996 By: /s/ John A. Good
----------------------------
John A. Good, Executive Vice
President & General Counsel

EXHIBIT INDEX

Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------ ---------------------- ----

10(s) Stock Purchase Agreement by and among Response Oncology, Inc., Jeffrey
L. Paonessa and J. Paonessa, M.D., P.A. dated June 19, 1996