Exhibit 31.2


                                CERTIFICATIONS


 I, William R. McManaman, certify that:

 1.   I have reviewed this Quarterly Report on Form 10-Q of First Health
      Group Corp.;

 2.   Based on my knowledge, this report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary
      to make the statements made, in light of the circumstances under which
      such statements were made, not misleading with respect to the period
      covered by this report;

 3.   Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows
      of the registrant as of, and for, the periods presented in this report;

 4.   The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
      registrant and have:

           (a) designed such disclosure controls and procedures, or caused
           such disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made known
           to us by others within those entities, particularly during the
           period in which this report is being prepared;

           (b) evaluated the effectiveness of the registrant's disclosure
           controls and procedures and presented in this report our
           conclusions about the effectiveness of the disclosure controls
           and procedures, as of the end of the period covered by this report
           based on such evaluation; and

           (c) disclosed in this report any change in the registrant's
           internal control over financial reporting that occurred during
           the registrant's most recent fiscal quarter (the registrant's
           fourth fiscal quarter in the case of an annual report) that has
           materially affected, or is reasonably likely to materially affect,
           the registrant's internal control over financial reporting; and

 5.   The registrant's other certifying officer and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors (or persons performing the equivalent
      functions):

           (a) all significant deficiencies and material weaknesses in the
           design or operation of internal control over financial reporting
           which are reasonably likely to adversely affect the registrant's
           ability to record, process, summarize and report financial
           information; and

           (b) any fraud, whether or not material, that involves management
           or other employees who have a significant role in the registrant's
           internal control over financial reporting.


 Date: August 6, 2004

      /s/ William R. McManaman
      Senior Vice President and Chief Financial Officer