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): SEPTEMBER 3, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

On September 3, 1996, the Registrant acquired (the "Transaction") from
Alfred M. Kalman, M.D. and Abraham Rosenberg, M.D. (the "Sellers") 100% of the
outstanding common stock (the "Acquired Stock") of Rosenberg & Kalman, M.D.,
P.A. (the "Acquired Business"). The total consideration (the "Purchase Price")
paid for the Acquired Stock was approximately $8.1 million in cash and $1.9
million in unsecured, subordinated promissory notes payable on or before
August 30, 2001. The Notes may, at the election of the holders, be paid in
shares of Registrant Common Stock based on a price equal to 110% of the lesser
of $12.50 per share or the average closing price per Share on The Nasdaq Stock
Market's National Market for the ten trading days immediately preceding the
Closing Date. The issuance and delivery of Registrant common stock in full or
partial payment 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
Sellers. At the time of the Transaction, neither Seller had a 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 business management of a medical oncology and
hematology practice, 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 medical oncology and
hematology specialty.

Simultaneous with the consummation of the Transaction, a newly-formed
professional association wholly owned by the Sellers and formed to continue the
group medical practice theretofore conducted by the Sellers (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.

Audited financial statements required to be filed pursuant to Rule
3-05 of Regulation S-X have been previously filed by the Registrant as part of
the Registrant's registration statement of Form S-2, Registration #333-08289,
which was filed on July 17, 1996. It is impracticable for the Registrant to
provide with this Current Report the interim financial
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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 November 15, 1996.

Also included herewith is Exhibit 10(v), Stock Purchase Agreement
among Response Oncology, Inc., Alfred M. Kalman, M.D. and Abraham Rosenberg,
M.D. dated as of September 1, 1996 and Exhibit 10(x), Service Agreement among
Response Oncology, Inc., Rosenberg & Kalman, M.D., P.A., R&K, M.D., P.A. and
Stockholders of R&K, M.D., P.A. dated as of September 1, 1996.
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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: September 18, 1996 By: /s/ Debbie K. Elliott
-------------------------------
Debbie K. Elliott, Executive
Vice President - Finance

EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------ ----------------------

10(v) Stock Purchase Agreement by and among Response Oncology, Inc., Alfred
M. Kalman, M.D. and Abraham Rosenberg, M.D. dated September 1, 1996

10(x) Service Agreement among Response Oncology, Inc., Rosenberg & Kalman,
M.D., P.A., R&K, M.D., P.A. and Stockholders of R&K, M.D., P.A. dated
as of September 1, 1996. *

* PORTIONS OF EXHIBIT 10(x) HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.