Contact:  Joseph F. Pesce, CFO
          Concentra Managed Care, Inc.
          (617) 367-2163, Ext. 5101

                           CONCENTRA MANAGED CARE ANNOUNCES
               AMENDMENT AND RESTATEMENT OF DEFINITIVE MERGER AGREEMENT


     BOSTON, Mass. (March 25, 1999) -- Concentra Managed Care, Inc.
(Nasdaq/NM:CCMC) ("Concentra" or the "Company") today announced that it has
amended and restated its definitive agreement to merge with Yankee Acquisition
Corp. ("Yankee"), a corporation formed by Welsh, Carson, Anderson & Stowe
("WCAS"), in order to provide that all shares of stock of the Company will be
converted only into the right to receive $16.50 in cash.  The transaction is
valued at approximately $1.1 billion, including indebtedness of approximately
$328 million which will be refinanced.  Concentra will continue to operate as an
independent company under its current name and management.

     Funds managed by Ferrer Freeman Thompson & Co. ("FFT") have agreed to
contribute approximately $30 million in cash to Yankee prior to the merger in
return for approximately 6.5% of the Company's post-merger common stock.  The
transaction is structured to be accounted for as a recapitalization.  FFT
manages two private equity funds, Health Care Capital Partners and Health Care
Executive Partners, which are dedicated to making investments in the health care
industry.

     Following the merger, investment partnerships affiliated with WCAS will own
approximately 93% of the Company's outstanding shares.  WCAS partnerships will
invest approximately $350 million of equity and up to $110 million of
subordinated debt.  WCAS is a private investment firm based in New York and
founded in 1979.  WCAS currently manages over $7 billion in private equity
capital and focuses primarily on the healthcare and information services
industries.

     The merger is expected to be completed during the second quarter of 1999
and is subject to approval by Concentra's stockholders, the expiration of the
applicable waiting period under Hart-Scott-Rodino and other customary
conditions.

     Concentra Managed Care is the leading provider and comprehensive outsource
solution for cost containment and fully integrated care management services in
the occupational, auto, and group healthcare markets.  Concentra offers
prospective and retrospective services to employers and insurers of all sizes,
providing pre-employment testing, loss prevention services, first report of
injury, 


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CCMC Amends and Restates Definitive Merger Agreement
Page 2
March 25, 1999


injury care, specialist networks and specialized cost containment to the 
disability and automobile injury markets.  At December 31, 1998, the Company 
had 89 field case management offices, with approximately 1,100 field case 
managers who provide medical management and return to work services in 49 
states, the District of Columbia, and Canada.  The Company also had 85 
service locations that provide specialized cost containment services 
including utilization management, telephonic case management, and 
retrospective bill review.  The Company operates the nation's largest network 
of occupational healthcare centers, managing the practices of 278 physicians 
located in 156 centers in 45 markets in 24 states as of December 31, 1998.

     This press release contains certain forward-looking statements, which the
Company is making in reliance on the safe harbor provisions of the 
Private-Securities Litigation Reform Act of 1995.  Investors are cautioned 
that all forward-looking statements involve risks and uncertainties, and that 
the Company's actual results may differ materially from the results discussed 
in the forward-looking statements.  Factors that could cause or contribute to 
such differences include, but are not limited to, the potential adverse 
impact of governmental regulation on the Company's operations, consummation 
of transactions involving the acquisition of some or all of the Company's 
common stock and related financing transactions, and interruption in its data 
processing capabilities, operational financing and strategic risks related to 
the Company's growth strategy, possible fluctuations in quarterly and annual 
operations, and possible legal liability for adverse medical consequences, 
competitive pressures, adverse changes in market conditions for the Company's 
services, and dependence on key management personnel.  Additional factors 
include those described in the Company's filings with the Securities and 
Exchange Commission.

     Any offering of securities in connection with the merger will be made only
by means of a prospectus.


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