FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

        {X}  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended March 31, 2003

                                      OR

        { } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

             For the Transition period from ________ to ________

                        Commission file number 0-15846

                           First Health Group Corp.
            (Exact name of registrant as specified in its charter)

                Delaware                      36-3307583
 -------------------------------  ------------------------------------
 (State or other jurisdiction of  (IRS Employer Identification Number)
  incorporation or organization)

              3200 Highland Avenue, Downers Grove, Illinois 60515
              ---------------------------------------------------
              (Address of principal executive offices, Zip Code)

                                (630) 737-7900
               ------------------------------------------------
               (Registrant's phone number, including area code)

                          __________________________
             (Former name, former address and former fiscal year,
                        if changed since last report)

 Indicate by check  mark whether  the registrant  (1) has  filed all  reports
 required to be filed by Section 13  or 15(d) of the Securities Exchange  Act
 of 1934 during the preceding 12 months (or for such shorter period that  the
 registrant was required to file such  reports), and (2) has been subject  to
 such filing requirements for the past 90 days.

           Yes      X                     No ________

 Indicate the number of shares outstanding of each of the issuer's classes of
 common stock, as of the latest practicable date.

 The number of shares of Common Stock, par value $.01 per share, outstanding
 on April 28, 2003, was 95,358,143.

<PAGE>

                  First Health Group Corp. and Subsidiaries

                                    INDEX


 Part I.  Financial Information
                                                                  Page Number
                                                                  -----------
       Item 1. Financial Statements (Unaudited)

       Consolidated Balance Sheets - Assets at March 31, 2003
         and December 31, 2002 ..................................      3

       Consolidated Balance Sheets - Liabilities and Stockholders'
         Equity at March 31, 2003 and December 31, 2002..........      4

       Consolidated Statements of Operations for the three months
         ended March 31, 2003 and 2002 ..........................      5

       Consolidated Statements of Comprehensive Income for the
         three months ended March 31, 2003 and 2002 .............      5

       Consolidated Statements of Cash Flows for the three months
         ended March 31, 2003 and 2002 ..........................     6-7

       Notes to Consolidated Financial Statements ...............     8-12

       Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations ............    13-19

       Item 3. Quantitative and Qualitative Disclosures About
                 Market Risk ....................................     20

       Item 4. Controls and Procedures ..........................     20

 Part II. Other Information

       Item 1. Legal Procedures .................................     21

       Item 6. Exhibits and Reports on Form 8-K .................     21

 Signatures......................................................     22

<PAGE>

 PART I. Financial Information
 First Health Group Corp. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 (in thousands) (Unaudited)
 -----------------------------------------------------------------------------
                                                       March 31,    December 31,
 ASSETS                                                  2003           2002
                                                      ---------      ---------
 Current Assets:
   Cash and cash equivalents .....................   $   23,207     $   20,852
   Short-term investments ........................        5,420          1,304
   Accounts receivable, less allowances for
      doubtful accounts of $14,696 and
      $14,782 respectively........................       83,971         69,981
   Deferred income taxes .........................       35,240         35,255
   Other current assets ..........................       17,463         16,183
                                                      ---------      ---------
   Total current assets ..........................      165,301        143,575

 Long-Term Investments:
   Marketable securities .........................       64,279         67,880
   Other .........................................       62,543         62,676
                                                      ---------      ---------
                                                        126,822        130,556
                                                      ---------      ---------
 Property and Equipment:
   Land, buildings and improvements ..............       98,270         97,826
   Computer equipment and software ...............      235,632        222,796
   Office furniture and equipment ................       34,943         34,518
                                                      ---------      ---------
                                                        368,845        355,140
   Less accumulated depreciation and
      amortization................................     (163,721)      (149,637)
                                                      ---------      ---------
   Net property and equipment ....................      205,124        205,503
                                                      ---------      ---------
 Goodwill.........................................      282,781        279,447

 Intangible assets, less accumulated amortization
   of $5,591 and $4,541, respectively ............       53,036         54,086

 Reinsurance recoverable..........................       25,404         26,185

 Other Assets.....................................        3,894          4,009
                                                      ---------      ---------
                                                     $  862,362     $  843,361
                                                      =========      =========

                See Notes to Consolidated Financial Statements

<PAGE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 (in thousands) (Unaudited)
 -----------------------------------------------------------------------------

 LIABILITIES AND STOCKHOLDERS' EQUITY

                                                       March 31,    December 31,
                                                         2003          2002
                                                      ---------      ---------
 Current Liabilities:
   Accounts payable ..............................   $   52,401     $   50,841
   Accrued expenses ..............................       49,021         53,535
   Claims reserves ...............................       13,141         14,235
   Income taxes payable ..........................       30,198         23,765
                                                      ---------      ---------
   Total current liabilities .....................      144,761        142,376

 Long-Term Debt...................................      185,000        120,000
 Claims Reserves - Non-Current....................       25,404         26,185
 Deferred Taxes...................................      114,608        114,692
 Other Non-Current Liabilities....................       26,322         25,962
                                                      ---------      ---------
   Total liabilities .............................      496,095        429,215

 Commitments and Contingencies....................           --             --

 Stockholders' Equity:
   Common stock ..................................        1,353          1,344
   Additional paid-in capital ....................      318,137        304,663
   Retained earnings .............................      556,088        519,247
   Stock option loan receivable ..................          (55)          (287)
   Accumulated other comprehensive income ........          601            764
   Treasury stock, at cost .......................     (509,857)      (411,585)
                                                      ---------      ---------
   Total stockholders' equity ....................      366,267        414,146
                                                      ---------      ---------
                                                     $  862,362     $  843,361
                                                      =========      =========


                See Notes to Consolidated Financial Statements
<PAGE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts) (Unaudited)
 -----------------------------------------------------------------------------

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2003           2002
                                                      ---------      ---------
 Revenues.........................................   $  213,753     $  169,361
                                                      ---------      ---------
 Operating expenses:
   Cost of services ..............................       96,177         72,972
   Selling and marketing .........................       21,036         17,078
   General and administrative ....................       15,207         11,393
   Healthcare benefits ...........................        5,162          3,781
   Depreciation and amortization .................       15,126         12,972
                                                      ---------      ---------
                                                        152,708        118,196
                                                      ---------      ---------

 Income from operations...........................       61,045         51,165

 Other (income) expense:
   Interest expense ..............................        1,267          1,316
   Interest income ...............................       (1,368)        (1,628)
                                                      ---------      ---------
 Income before income taxes.......................       61,146         51,477
 Income taxes.....................................      (24,305)       (20,463)
                                                      ---------      ---------
 Net income.......................................   $   36,841     $   31,014
                                                      =========      =========

 Weighted average shares outstanding - basic             96,866        100,257
                                                      =========      =========
 Net income per common share - basic..............   $      .38     $      .31
                                                      =========      =========
 Weighted average shares outstanding - diluted....       99,456        104,443
                                                      =========      =========
 Net income per common share - diluted............   $      .37     $      .30
                                                      =========      =========

<PAGE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (in thousands, except per share amounts) (Unaudited)
 -----------------------------------------------------------------------------

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2003           2002
                                                      ---------      ---------

 Net income.......................................   $   36,841     $   31,014
                                                      ---------      ---------
 Unrealized losses on securities, before tax               (246)          (533)
 Income tax benefit related to items of other
   comprehensive income...........................           83            183
                                                      ---------      ---------
 Other comprehensive loss.........................         (163)          (350)
                                                      ---------      ---------
 Comprehensive income.............................   $   36,678     $   30,664
                                                      =========      =========

                See Notes to Consolidated Financial Statements

<PAGE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands, except per share amounts) (Unaudited)
 -----------------------------------------------------------------------------
                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2003           2002
                                                      ---------      ---------
 Cash flows from operating activities:
   Net Income ....................................   $   36,841     $   31,014
                                                      ---------      ---------
   Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
     Depreciation and amortization ...............       15,126         12,972
     Change in allowance for uncollectible
       receivables................................          (86)         1,491
     Provision for deferred income taxes .........           14            (34)
     Tax benefits from stock options exercised ...        3,278          2,237
     Other, net ..................................         (587)           429

 Changes in Assets and Liabilities
   (net of effects of acquired businesses):
     Accounts receivable .........................      (13,904)        (2,954)
     Other current assets ........................       (1,280)         7,466
     Reinsurance recoverable .....................          781            897
     Accounts payable and accrued expenses........       (2,954)           486
     Claims reserves .............................       (1,875)        (1,071)
     Income taxes payable ........................        6,433          9,321
     Non-current assets and liabilities ..........          475            539
                                                      ---------      ---------
   Net cash provided by operating activities             42,262         62,793
                                                      ---------      ---------
 Cash flows from investing activities:
   Purchases of investments ......................      (12,142)       (15,435)
   Sales of investments ..........................       12,145         15,928
   Acquisition of business, net of cash acquired..       (3,334)            --
   Assets held for sale ..........................           --         (1,606)
   Purchase of property and equipment ............      (13,705)        (7,317)
                                                      ---------      ---------
   Net cash used in investing activities..........      (17,036)        (8,430)
                                                      ---------      ---------
 Cash flows from financing activities:

   Purchase of treasury stock ....................      (97,772)            --
   Proceeds from issuance of long-term debt.......       95,000             --
   Repayment of long-term debt ...................      (30,000)       (57,500)
   Proceeds from issuance of common stock.........        9,669          6,277
   Stock option loan repayments ..................          232             --
                                                      ---------      ---------
   Net cash used in financing activities .........      (22,871)       (51,223)
                                                      ---------      ---------
 Net increase in cash and cash equivalents........        2,355          3,140

 Cash and cash equivalents, beginning of period ..       20,852         14,001
                                                      ---------      ---------
 Cash and cash equivalents, end of period.........   $   23,207     $   17,141
                                                      =========      =========


 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands, except per share amounts) (Unaudited)
 -----------------------------------------------------------------------------

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2003           2002
                                                      ---------      ---------
 Supplemental cash flow data:

 Stock options exercised in exchange
   for common stock...............................   $      500     $       --

 Health care benefits paid........................       (6,217)        (4,275)

 Interest paid....................................       (1,050)        (1,152)

 Interest income received.........................          600            603

 Income taxes paid, net...........................      (14,592)           (87)

 Acquisition of businesses:
   Goodwill ......................................   $    3,334     $       --


                See Notes to Consolidated Financial Statements

<PAGE>

 First Health Group Corp. and Subsidiaries
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 ----------------------------------------------------------------------------

 1.  The unaudited  financial statements  herein have  been  prepared by  the
     Company pursuant  to the  rules and  regulations of  the Securities  and
     Exchange Commission. The accompanying interim financial  statements have
     been prepared under the presumption that users  of the interim financial
     information have  either read or  have access  to the audited  financial
     statements  for  the  latest  fiscal  year  ended   December  31,  2002.
     Accordingly, footnote  disclosures which  would substantially  duplicate
     the disclosures  contained in  the December 31,  2002 audited  financial
     statements have  been omitted from  these interim financial  statements.
     Certain  information  and  footnote  disclosures  normally  included  in
     financial statements prepared  in accordance with accounting  principles
     generally accepted in the  United States of America have  been condensed
     or omitted pursuant to  such rules and regulations. In our  opinion, the
     accompanying  unaudited consolidated  financial statements  contain  all
     adjustments  necessary for  a fair  presentation. Although  the  Company
     believes  that the  disclosures are  adequate  to make  the  information
     presented not misleading, it  is suggested that these  interim financial
     statements be read in conjunction with the  financial statements and the
     notes thereto  included in the  Company's latest  Annual Report on  Form
     10-K.

 2.  In conjunction with  the acquisition of CCN  Managed Care, Inc.  ("CCN")
     the  Company  recorded as  part  of  the  purchase  price  reserves  for
     restructuring  and integration  costs  as part  of  an overall  plan  to
     reduce operating  expenses and  integrate the business  of the  acquired
     companies. The specific actions included in the  restructuring plan were
     substantially complete by December 31, 2002. Components  of the purchase
     reserve are as follows:

                                            Accrual
        (in thousands)            Total     Balance    Amount    Balance
        --------------           Charges   12/31/02     Paid     3/31/03
                                  ------     ------    -----      ------
        Severance and related    $13,712    $ 1,536   $ (478)    $ 1,058
        Facilities integration    10,370      1,117     (217)        900
        Contract losses           10,000        296      193         489
        Other reserves             7,031      1,031        -       1,031
                                  ------     ------    -----      ------
                                 $41,113    $ 3,980   $ (502)    $ 3,478
                                  ======     ======    =====      ======

     The restructuring plan included the reduction of  employees from various
     offices with $0.5 million  being charged to the purchase  reserve during
     the quarter  ended March 31,  2003. The  severance and related  benefits
     accrued at  March 31, 2003  represent costs for  payments over the  next
     nine months for headcount reductions already incurred.

     The majority of the  facilities integration costs have been  incurred to
     consolidate  CCN's  offices with  $0.2  million  being  charged  to  the
     purchase reserve during the  quarter ended March 31, 2003.  The majority
     of  the  remaining facilities  integration  costs  are  expected  to  be
     incurred during 2003.

     Contract losses relate to the anticipated net loss to  be incurred on an
     assumed contract  to provide certain  screening services to  individuals
     who have agreed to be bound  by a proposed settlement in a  legal matter
     with $0.2 million  being reimbursed during the  quarter ended March  31,
     2003.

     Other reserves  represent various  operational  liabilities the  Company
     has  incurred to  fully integrate  the  Company's operations.  No  other
     reserves were charged to  the purchase reserve during the  quarter ended
     March 31, 2003.

     On May  1, 2002,  the Company  completed the  acquisition of  HealthCare
     Value Management ("HCVM") for an initial purchase  price of $24 million.
     The Company paid an additional $6.4 million in March  of 2003 based upon
     certain financial performance measures that HCVM has met.

     Purchase price has been allocated as follows
       (in thousands):
     Fair value of tangible assets acquired                     $    654
     Goodwill                                                     24,618
     Intangible assets acquired                                    5,658
     Liabilities assumed                                            (239)
     Liability for restructuring and integration costs              (250)
                                                                 -------
                                                                $ 30,441
                                                                 =======

     On July 1, 2002, the Company acquired the stock of Claims Administration
     Corporation ("CAC"), a subsidiary of Continental Casualty Company, for a
     purchase price of $18 million.

          Purchase price has been allocated as follows
            (in thousands):
          Fair value of tangible assets acquired                $  9,111
          Goodwill                                                 6,758
          Intangible assets                                        9,155
          Liabilities assumed                                     (5,024)
          Liability for restructuring and integration costs       (2,000)
                                                                 -------
                                                                $ 18,000
                                                                 =======
 3.  Acquired Intangible Assets

                           As of March 31, 2003
                                                   Gross
                                                 Carrying   Accumulated
                  (in thousands)                  Amount    Amortization
                  --------------                  ------    ------------
      Amortized intangible assets
       Customer contracts and relationships      $48,700      $ 5,066
       Provider Contracts                          9,927          525
                                                  ------       ------
       Total                                     $58,627      $ 5,591
                                                  ======       ======

     Customer  contracts  and relationships  represent  value  added  to  the
     Company's  business  for  existing  long-term  contracts  and  long-term
     business relationships.  Provider contracts  represent additions to  the
     First  Health[R] Network that the Company  has acquired.  The  aggregate
     amortization expense recorded  during the three  months ended March  31,
     2003 was $1,050,000. The estimated amortization expense  for each of the
     years ending December 31, 2003 through 2007 is $7,056,000.

     The changes in the carrying amount of goodwill for the three months
     ended March 31, 2003 are as follows:

                   (in thousands)            Amount
                   --------------            -------
              Balance, January 1, 2003      $279,447
              Goodwill acquired                   --
              Other changes                    3,334
                                             -------
              Balance, March 31, 2003       $282,781
                                             =======

     The other goodwill adjustments represent the final amounts paid related
     to the HCVM acquisition.

 4.  Accounts  receivable  reserves  for  client-specific  items  were  $40.9
     million and $41.2  million as of March  31, 2003 and December  31, 2002,
     respectively. Client-specific reserves,  for matters such as  ineligible
     members and  contractual terms,  are netted against  the gross  accounts
     receivable balance  in the  Consolidated Balance  Sheets. Allowance  for
     doubtful accounts reserves  were $14.7 million and  $14.8 million as  of
     March  31, 2003  and December  31, 2002,  respectively.  Client-specific
     reserves and the allowance  for doubtful accounts are  established based
     on   historical   experience,   current   economic   circumstances   and
     contractual arrangements  and are  adjusted monthly  based upon  updated
     information.

 5.  The  Company's   investments  in   marketable   securities,  which   are
     classified as available  for sale, had a  net unrealized loss in  market
     value of  $163,000, net of  deferred income taxes,  for the three  month
     period ended March  31, 2003. The  net unrealized gain  as of March  31,
     2003, included  as a  component of stockholders'  equity, was  $601,000,
     net  of  deferred   income  taxes.  The   Company  has  seven   separate
     investments in  a limited  liability company that  invests in  equipment
     that is leased  to third parties. The  total investment as of  March 31,
     2003  and  December 31,  2002  was  $54.6  million  and  $54.0  million,
     respectively,  and  is  accounted  for  using  the  equity  method.  The
     Company's  proportionate share  of  the  partnership's income  was  $0.8
     million for both the three months ended March 31, 2003  and 2002, and is
     included in interest  income. Approximately 90%  of this partnership  is
     owned by parties  related to a former  member of the Company's  Board of
     Directors.

 6.  The Company's  Board of Directors  approved the repurchase  of up to  15
     million shares of the  Company's outstanding common stock under  a prior
     authorization.  In 2002,  the  Board  approved a  new  authorization  to
     repurchase  up to  an  additional 10  million  shares of  common  stock.
     Purchases may be made from time to time,  depending on market conditions
     and other  relevant factors. During  the quarter  ended March 31,  2003,
     the  Company  repurchased  4,196,000  shares  on  the  open  market  for
     approximately $97.8 million. The  Company did not repurchase  any shares
     during  the  quarter ended  March  31,  2002.  As  of  March  31,  2003,
     approximately 6.5 million  shares remain available for  repurchase under
     the Company's current repurchase authorization.

 7.  Weighted average shares  outstanding increased for diluted  earnings per
     share by 2,590,000  and 4,186,000 for the  three months ended March  31,
     2003  and  2002, respectively,  due  to  the  effect  of  stock  options
     outstanding. Diluted net income  per share was $.01 less than  basic net
     income per  share for both  the three  months ended  March 31, 2003  and
     2002, due to the effect of stock options outstanding.

 8.  At  March  31,  2003,  the  Company  has  various  stock-based  employee
     compensation plans  that are  described more  fully in  Note  10 to  the
     Consolidated Financial  Statements (in  the 2002 Annual  Report on  Form
     10-K). The Company  accounts for these plans  under the recognition  and
     measurement principles  of APB  Opinion No.  25,  "Accounting for  Stock
     Issued  to  Employees"  and  related  Interpretations.   No  stock-based
     employee  compensation cost  is  reflected  in net  income  (other  than
     compensation cost for consultants),  as all options granted  under these
     plans had an exercise price equal to the market  value of the underlying
     common stock on the  date of grant. The following table  illustrates the
     effect on net income and  earnings per share if the Company  had applied
     the  fair  value recognition  provisions  of  FASB  Statement  No.  123,
     "Accounting  for  Stock-Based  Compensation,"  to  all  outstanding  and
     unvested awards in each period (in thousands except EPS):

                         Three Months Ended March 31,
                         ----------------------------
                                                             2003      2002
                                                            ------    ------
      Net Income, as reported                              $36,841   $31,014

      Add:    Stock-based employee compensation expense
              included in reported net income, net of
              related tax effects.                              36        --

      Deduct: Total stock-based employee compensation
              expense determined under fair value based
              method for all awards, net of related tax
              effects                                       (2,481)   (2,814)
                                                            ------    ------
      Pro forma net income                                 $34,396   $28,200
                                                            ======    ======
      Earnings per share:
            Basic, as reported                             $   .38   $   .31
            Basic, pro forma                               $   .36   $   .28

            Diluted, as reported                           $   .37   $   .30
            Diluted, pro forma                             $   .35   $   .27


 9.  Effective  January 1,  2003, the  Company adopted  SFAS  No. 146  ("SFAS
     146"),  "Accounting   for  Costs  Associated   with  Exit  or   Disposal
     Activities",  which requires  companies  to recognize  costs  associated
     with exit or disposal  activities when they are incurred rather  than at
     the date of a commitment to an exit or disposal  plan. Examples of costs
     covered by  the standard  include lease  termination  costs and  certain
     employee  severance costs  that  are  associated with  a  restructuring,
     discontinued  operation,  or  other  exit  or  disposal   activity.  The
     adoption of SFAS 146 had no impact on  the Company's financial position,
     results of operations or cash flows.

     Effective January 1,  2003, the Company  adopted Interpretation No.  45,
     ("FIN 45")  "Guarantees, Including  Indirect Guarantees of  Indebtedness
     to  Others", which  expands previously  issued accounting  guidance  and
     disclosure  requirements for  certain guarantees.  FIN 45  requires  the
     Company  to  recognize  an  initial  liability  for  fair  value  of  an
     obligation assumed by  issuing a guarantee. The  adoption of FIN 45  had
     no impact on the Company's financial position,  results of operations or
     cash flows.

 10. The Company and its  subsidiaries are subject to various  claims arising
     in the  ordinary course  of business and  are parties  to various  legal
     proceedings that  constitute litigation  incidental to  the business  of
     the Company and its subsidiaries. On April 23, 2003, the Company settled
     an  investigation  by the  District  of  Columbia  Office  of  Inspector
     General ("OIG") involving  the Company's wholly owned  subsidiary, First
     Health Services Corporation ("Services").  In July 2000, the  OIG issued
     a report  evaluating the  District of  Columbia's  Medicaid program  and
     suggesting ways to  improve the program. Services,  a subsidiary of  the
     Company that  was acquired  in July  1997, has  acted  as the  program's
     fiscal  agent intermediary  for  more  than 20  years.  The  OIG  report
     included allegations that  from 1993 to 1996,  Services, in its role  as
     fiscal  agent   intermediary,  made   erroneous  Medicaid  payments   to
     providers on behalf of  patients no longer eligible to  receive Medicaid
     benefits.  The  Company  contributed  $5.5  million  to  a  $13  million
     settlement and release of all future claims. The  $5.5 million was fully
     reserved at the time of the acquisition of  Services. The remaining $7.5
     million  of the  settlement  was  contributed by  the  former  owner  of
     Services. The  Company and Services  have denied  all liability for  the
     claims.

     The  Company's largest  client (Mail  Handlers Benefit  Plan)  generated
     revenue of approximately $160 million in 2002 or  21% of total revenues.
     This amount is net of  a reserve established by the Company  for various
     issues associated  with the potential  disallowance of certain  expenses
     charged to the  Plan. In addition, the  provisions of the contract  with
     the Plan's  sponsor, the  National Postal Mail  Handlers Union,  require
     that  the Company  fund  any  deficits  in the  Plan  after  the  Plan's
     reserves have been  fully utilized. As of  March 31, 2003, the  Plan has
     approximately $350 million in  reserves to cover Plan expenses  that may
     exceed the premiums charged and collected from  the Plan participants by
     the Plan sponsor. Management  believes that these reserves  are adequate
     to cover  any Plan deficits  as of March  31, 2003.  There are no  known
     Plan deficits as of March 31, 2003.

     FIN 45 requires  the Company to  disclose certain guarantees,  including
     contractual  indemnifications, it  has  assumed. The  Company  generally
     declines  to  provide  indemnification  to  its  customers.  In  limited
     circumstances,  to  secure long-term  customer  contracts  at  favorable
     rates,  the  Company  may  negotiate  risk  allocation   through  mutual
     indemnification   provisions   that,   in   the    Company's   judgment,
     appropriately  allocate risk  relative to  the  value of  the  customer.
     Management  believes  that any  liability  under  these  indemnification
     provisions would not be material.


 First Health Group Corp. and Subsidiaries
 Item 2.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS
 (Unaudited)
 -----------------------------------------------------------------------------

 Forward-Looking Information
 ---------------------------
   This  Management's Discussion  and  Analysis of  Financial  Condition  and
 Results of Operations may include certain forward-looking statements, within
 the meaning of Section 27A  of the Securities Act  of 1933, as amended,  and
 Section 21E of the  Securities Exchange Act of  1934, as amended,  including
 (without limitation) statements with respect to anticipated future operating
 and financial performance,  growth and acquisition  opportunities and  other
 similar forecasts and  statements of expectation.  Words such as  "expects",
 "anticipates", "intends", "plans", "believes", "seeks", "estimates", "could"
 and "should"  and variations  of these  words and  similar expressions,  are
 intended  to  identify  these  forward-looking  statements.  Forward-looking
 statements made by the  Company and its management  are based on  estimates,
 projections, beliefs  and assumptions  of management  at  the time  of  such
 statements and  are  not  guarantees  of  future  performance.  The  Company
 disclaims any obligation to update  or revise any forward-looking  statement
 based on the occurrence of future events, the receipt of new information  or
 otherwise.

   Actual  future performance,  outcomes and  results may  differ  materially
 from those expressed in forward-looking statements  made by the Company  and
 its management  as  a  result  of  a  number  of  risks,  uncertainties  and
 assumptions. Representative  examples  of  these  factors  include  (without
 limitation) general industry and economic conditions; interest rate  trends;
 cost of capital  and capital  requirements; competition  from other  managed
 care companies;  customer  contract  cancellations; the  ability  to  expand
 certain areas of the Company's business; shifts in customer demands; changes
 in operating  expenses,  including  employee  wages,  benefits  and  medical
 inflation;  governmental  and  public  policy  changes  and  the   continued
 availability of  financing in  the amounts  and on  the terms  necessary  to
 support the Company's future business. In addition, if the Company does  not
 continue to successfully  implement new contracts  and programs and  control
 healthcare benefit  expenses,  or  if  the  Company  does  not  successfully
 integrate the recently  acquired Mail Handlers  Benefit Plan  administrative
 assets (discussed below), then the Company  may not achieve its  anticipated
 2003 financial results.

 Significant Developments
 ------------------------

    Overview
    --------
   The following information concerning significant business  developments is
 important to understanding the comparability of the 2003 and  2002 financial
 results.

    Mail Handlers Benefit Plan
    --------------------------
   The Company  assumed the responsibility for  supporting the Mail  Handlers
 Benefit Plan (the  "Plan"), including  claims administration  for the  Plan,
 effective July 1, 2002. The comparable  results for the quarter  ended March
 31, 2002 included only the prior PPO  business of the Plan. The Plan  is the
 Company's  largest  customer  with  revenues  earned  of  approximately  $52
 million, or 24% of total Company revenue, during the quarter ended March 31,
 2003.

    CCN Purchase Reserve
    --------------------
   The Company  charged approximately $0.5 million  against the CCN  purchase
 reserve during  the quarter  ended March  31, 2003.  The  majority of  these
 charges were  for  severance  and related  benefits.  The  purchase  reserve
 balance was $3.5 million as of March 31, 2003.

 Results of Operations
 ---------------------
      The Company's revenues  consist primarily of  fees for cost  management
 services provided under contracts on  a percentage-of-savings basis or  on a
 predetermined contractual  basis. As  a result  of  the Company's  insurance
 company acquisitions, revenues also include premium revenue.

      The Company is now reporting revenue  in a new format,  divided between
 Commercial business and Public  Sector business.  The Commercial business is
 segregated between Group Health revenue and Workers'  Compensation  revenue.
 Group Health revenue  is further segregated between PPO services,  PPO  plus
 Administration Services and Premium revenue.  Workers' Compensation  revenue
 is  segregated  between  PPO services and PPO plus Administration  Services.
 Management believes  this  revenue  format  better  reflects  how  customers
 purchase and how the Company sells its services.

      The following table sets forth information with respect to  the sources
 of the Company's  revenues for  the three months  ended March  31, 2003  and
 2002, respectively:

   Sources of Revenue
                                              ($ in thousands)
                                        Three Months Ended March 31,
                                       ------------------------------
                                        2003      %      2002      %
                                       -------  ----    -------  ----
      Commercial Revenue:
        Group Health:
          PPO                         $ 40,859   19%   $ 62,859   37%
          PPO plus Administration
            Services                    88,941   42      33,992   20
          Premiums                       4,235    2       4,010    2
                                       -------  ----    -------  ----
           Total Group Health          134,035   63     100,861   60
                                       -------  ----    -------  ----
        Workers' Compensation:
          PPO                           15,152    7      13,117    8
          PPO plus Administration
            Services                    24,985   12      26,083   15
                                       -------  ----    -------  ----
           Total Workers' Compensation  40,137   19      39,200   23
                                       -------  ----    -------  ----
      Total Commercial Revenue         174,172   82     140,061   83
                                       -------  ----    -------  ----
      Public Sector Revenue             39,581   18      29,300   17
                                       -------  ----    -------  ----
      Total Revenue                   $213,753  100%   $169,361  100%
                                       =======  ====    =======  ====

      Total revenue for the three months ended March 31, 2003 of  nearly $214
 million increased $44.4 million  (26%) from the first  quarter of 2002.  The
 components of the Company's quarterly revenue are as follows:

      Group Health revenue of $134.0 million for the three months ended March
 31, 2003 increased $33.2 million (33%)  from the comparable period  of 2002.
 Group Health revenue  represents revenue  from the  corporate, FEHBP,  small
 group carrier  and  third  party  administrator  payors.  Group  Health  PPO
 services for the three months ended  March 31, 2003 decreased  $22.0 million
 (35%) from  the  comparable  period  of 2002  as  clients,  especially  Mail
 Handlers, are taking advantage of a full array of the Company's services. As
 these clients purchase additional  services, the  revenue  is then  reported
 under the PPO plus Administration Services caption. PPO  plus Administration
 Services revenue for the three months  ended March 31, 2003  increased $54.9
 million (162%) due to numerous new  clients that have been added  this year,
 existing clients utilizing  more services  and the addition  of new  medical
 providers to our  PPO network. Premium  revenue for  the three months  ended
 March 31, 2003  increased $0.2 million  (6%) from  the comparable period  of
 2002 as  a result  of new  and  existing clients  that were  sold  stop-loss
 insurance contracts.

      Workers' Compensation revenue  of $40.1  million for  the three  months
 ended March 31, 2003 increased $0.9 million (2%) from the  comparable period
 of 2002. Although this business has  grown, the growth has been  limited due
 to some  historic workers'  compensation clients  that  have exited  various
 markets.

      Public Sector revenue of $39.6 million for the three months ended March
 31, 2003 increased $10.3  million (35%) from the  same period of 2002.  This
 increase is due primarily to new  clients, such as the State of  Nevada, and
 increased activities,  especially in  pharmacy benefit  administration,  for
 various state Medicaid and entitlement programs.

   Cost of services increased $23.2 million (32%) for  the three months ended
 March 31,  2003 from  the comparable  period in  2002 due  primarily to  the
 inclusion of costs associated with the  administration of the Plan.  Cost of
 services consists  primarily of  salaries and  related  costs for  personnel
 involved in  claims  administration,  PPO  administration,  development  and
 expansion, utilization  management programs,  fee  schedule and  other  cost
 management and administrative services offered  by the Company. To  a lesser
 extent, cost of services includes telephone expenses, facility  expenses and
 information processing costs. As a  percentage of revenue, cost  of services
 increased to 45% for  the three months ended  March 31, 2003,  respectively,
 from 43% in the comparable period last year. The increase as a percentage of
 revenue is  due primarily  to  the addition  of  costs associated  with  the
 administration of the Plan.

   Selling and  marketing costs  for the  three months ended  March 31,  2003
 increased $4.0 million (23%) from the comparable period in 2002 primarily as
 a result of the addition of costs associated with the administration  of the
 Plan. To a lesser extent, the increase in selling and marketing costs is due
 to the addition of new sales personnel.

   General and  administrative costs  for the  three months  ended March  31,
 2003 increased $3.8  million (33%) from  the comparable  period in 2002  due
 primarily to the inclusion  of costs associated  with the administration  of
 the Plan.

   Healthcare benefits represent  medical losses incurred by insureds  of the
 Company's insurance  entities. Healthcare  benefits increased  $1.4  million
 (37%) for the three months ended  March 31, 2003 from the  comparable period
 of 2002.  This  increase  was  due  primarily to  new  client  activity  and
 unusually high  medical claims  in the  period. The  loss ratio  (healthcare
 benefits as a  percent of  premium revenue) was  122% for  the three  months
 ended March 31,  2003 compared  to 94% for  the comparable  period of  2002.
 Management continues to review  the book of business  in detail to  minimize
 the loss  ratio.  Stop-loss  insurance is  related  to  the PPO  and  claims
 administration businesses and  is used as  a way  to attract additional  PPO
 business, which is the Company's most profitable product.

   Depreciation and amortization expenses increased  $2.2 million  (17%)  for
 the three months ended March 31, 2003 from the comparable period in 2002 due
 primarily to increased  infrastructure investments made  over the course  of
 the past few  years, and,  to a  lesser extent,  amortization of  intangible
 assets  related  to   the  various  acquisitions   the  Company  has   made.
 Depreciation expense  will  continue  to  grow  primarily  as  a  result  of
 continuing investments the Company is making in its infrastructure.

   Interest income for the  three months ended March 31, 2003  decreased $0.3
 million (16%)  from  the comparable  period  of  2002. Interest  income  has
 remained fairly constant, as the Company has used much of its available cash
 to repay debt and repurchase its common stock.

   Interest expense for the three months ended March  31, 2003 decreased $0.1
 million (4%)  from  the comparable  period  in  2002. Interest  expense  has
 remained fairly constant as the average debt outstanding has remained fairly
 constant between  the comparable  periods. The  effective  interest rate  on
 March 31,  2003 was  approximately 3%  per annum  and the  Company had  $185
 million of debt outstanding.

   Net  income for  the three  months  ended March  31, 2003  increased  $5.8
 million (19%)  from the  comparable period  of 2002.  This  increase is  due
 primarily to the increase  in revenue as well  as the synergies achieved  in
 combining CCN and First  Health and, to a  lesser extent, the other  factors
 discussed above.

   Diluted net income per common  share for the three months ended  March 31,
 2003 increased 23% to $.37 per share from the comparable period of 2002. The
 increase in  net income  per  common share  was  favorably impacted  by  the
 repurchase of 4.2 million  shares of Company common  stock during the  three
 months ended March  31, 2003.  For the three  months ended  March 31,  2003,
 diluted common shares outstanding decreased 5% from the comparable period of
 2002.

 Liquidity and Capital Resources
 -------------------------------
   The  Company had  $20.5  million in  working  capital  on March  31,  2003
 compared with working capital of $1.2 million at December 31,  2002. Through
 the first  three months  of the  year, operating  activities provided  $42.3
 million  of  cash.  Investment   activities  used  $17.0  million   of  cash
 representing purchases  of fixed  assets of  $13.7  million and  acquisition
 payments of  $3.3  million  (related to  the  HCVM  acquisition).  Financing
 activities  used  $22.9  million  of  cash  representing  $97.8  million  in
 purchases of  Company  common stock  partially  offset  by $9.7  million  in
 proceeds from issuance  of common stock  (representing 0.8 million  shares),
 $65.0 million in proceeds from debt  issuance (net of $30.0 million  in debt
 repayment) and $0.2 million in stock option loan repayments.

   The  Company's  outstanding debt  at  March  31, 2003  increased  to  $185
 million from $120 million at December 31, 2002 as the Company borrowed funds
 against its credit facility to finance repurchases of its common  stock. The
 Company has no  off-balance sheet financing  arrangements or material  long-
 term purchase obligations.

 The following table summarizes  the contractual obligations the  Company has
 outstanding as of March 31, 2003:

   (in thousands)
   ---------------------------------------------------------------------
   Years Ending                             Revolving Line
   December 31,                   Leases       of Credit         Total
   ---------------------------------------------------------------------
   2003                        $  9,692        $     --        $   9,692
   2004                          10,344              --           10,344
   2005                           8,242              --            8,242
   2006                           4,957              --            4,957
   2007                           3,848         185,000          188,848
   Thereafter                     7,282              --            7,282
   ---------------------------------------------------------------------
   Total                       $ 44,365        $185,000        $ 229,365
   ---------------------------------------------------------------------

   The  Company believes  that its  working  capital, long-term  investments,
 credit facility and cash generated from future operations will be sufficient
 to fund the Company's anticipated operations and expansion plans.

 Critical Accounting Policies
 ----------------------------
       The consolidated  financial statements  are prepared  with  accounting
 principles generally accepted in  the United States  of America and  include
 amounts based on management's prudent judgments and estimates. To the extent
 that the  estimates used  differ from  actual  results, adjustments  to  the
 statement of operations and  the balance sheet would  be necessary. Some  of
 the more significant estimates include the recognition of revenue, allowance
 for doubtful accounts  and insurance  claim reserves. The  Company uses  the
 following techniques to determine estimates:

     Revenue recognition -  The Company receives  revenues for PPO  services,
 claims  administration  services,  fee  schedule  services,   clinical  cost
 management and other services on a predetermined contractual basis  (such as
 a percentage of the  derived savings). Revenues on  a percentage of  savings
 basis for PPO services  are recognized based  upon client claims  processed.
 Additionally, the  Company  records revenues  based  upon  a fixed  fee  per
 covered participant, and the fee varies depending upon the programs selected
 or on a per-transaction basis. Within the Company's public  sector business,
 the Company has certain  contracts to develop  software for Medicaid  claims
 adjudication. The  Company's policy  is to  recognize  revenue for  services
 under these contracts as milestones  are met and customer  acknowledgment of
 such achievement of milestones is received.

     PPO revenue and, to  a lesser extent, claims administration  revenue are
 recognized net of estimated fees associated with claims that a client is not
 responsible for reimbursing  (such as claims  from ineligible members,  non-
 insured services and other insurance being the primary payor). In  a limited
 number  of   cases,  client   contracts  include   performance   guarantees.
 Adjustments to revenue related to guarantee amounts are recognized  as known
 and/or earned. In  other cases,  estimates are  made of  the annual  savings
 rates and  revenues  are  recognized in  accordance  with  these  estimates.
 Periodically, specific client-related accounts receivable issues  may impact
 revenue recognition including issues where a client disputes  specific items
 from the current year's monthly billings.

     Allowance for doubtful  accounts - The  allowance for doubtful  accounts
 is maintained at an amount  management considers appropriate in  relation to
 the outstanding receivable balance based on factors such as portfolio credit
 risk quality, historical loss experience and current economic circumstances.
 These factors require management judgment; different assumptions  or changes
 in economic  circumstances could  result in  changes  to the  allowance  for
 doubtful accounts.

     Insurance  claim reserves  -  Claims  reserves are  developed  based  on
 medical claims payment history  adjusted for specific benefit  plan elements
 (such as deductibles) and expected  savings generated by utilization  of The
 First Health[R] Network.  Based upon this  process, management believes that
 the insurance  claims  reserves  are  appropriate;  however,  actual  claims
 incurred and actual settlement values of claims may differ from the original
 estimates requiring adjustments to the reserves.

 New Accounting Pronouncements
 -----------------------------
     Effective  January 1,  2003, the  Company adopted  SFAS  No. 146  ("SFAS
 146"), "Accounting for Costs  Associated with Exit or  Disposal Activities",
 which requires companies to recognize costs associated with exit or disposal
 activities when they are incurred rather than at the date of a commitment to
 an exit or disposal plan. Examples of costs covered by the  standard include
 lease termination  costs  and  certain employee  severance  costs  that  are
 associated with a  restructuring, discontinued operation,  or other exit  or
 disposal activity. The adoption of SFAS  146 had no impact on  the Company's
 financial position, results of operations or cash flows.

     Effective January 1,  2003, the Company  adopted Interpretation No.  45,
 ("FIN 45")  "Guarantees, Including  Indirect Guarantees  of Indebtedness  to
 Others", which expands previously issued accounting guidance  and disclosure
 requirements  for  certain  guarantees.  FIN  45  requires  the  Company  to
 recognize an initial liability  for fair value of  an obligation assumed  by
 issuing a guarantee. The adoption of  FIN 45 had no impact on  the Company's
 financial position, results of operations or cash flows.

 Legal Proceedings
 -----------------
   The Company and its subsidiaries are subject to  various claims arising in
 the ordinary course of business and are parties to various legal proceedings
 that constitute litigation incidental to the business of the Company and its
 subsidiaries. On April 23, 2003, the Company settled an investigation by the
 District of  Columbia  Office of  Inspector  General ("OIG")  involving  the
 Company's  wholly  owned  subsidiary,  First  Health   Services  Corporation
 ("Services"). In July 2000, the OIG issued a report evaluating  the District
 of Columbia's Medicaid program and  suggesting ways to improve  the program.
 Services, a subsidiary of  the Company that was  acquired in July 1997,  has
 acted as the program's fiscal agent intermediary for more than 20 years. The
 OIG report included allegations that from 1993 to 1996, Services, in it role
 as fiscal agent intermediary, made erroneous Medicaid payments  to providers
 on behalf of patients no longer  eligible to receive Medicaid  benefits. The
 Company contributed $5.5 million to a $13 million settlement and  release of
 all future claims. The  $5.5 million was fully  reserved at the time  of the
 acquisition of Services. The  remaining $7.5 million  of the settlement  was
 contributed by the former owner of  Services. The Company and  Services have
 denied all liability for the claims.

   The  Company's  largest  client (Mail  Handlers  Benefit  Plan)  generated
 revenue of approximately $160 million in 2002 or 21% of total revenues. This
 amount is net  of a reserve  established by the  Company for various  issues
 associated with the  potential disallowance of  certain expenses charged  to
 the Plan.  In addition,  the  provisions of  the  contract with  the  Plan's
 sponsor, the National Postal Mail  Handlers Union, require that  the Company
 fund any deficits  in the  Plan after the  Plan's reserves  have been  fully
 utilized. As of March 31, 2003,  the Plan has approximately $350  million in
 reserves to cover  Plan expenses that  may exceed  the premiums charged  and
 collected from  the  Plan  participants  by  the  Plan  sponsor.  Management
 believes that these reserves are adequate  to cover any Plan deficits  as of
 March 31, 2003. There are no known Plan deficits as of March 31, 2003.

   FIN  45 requires  the Company  to disclose  certain guarantees,  including
 contractual indemnifications, it has assumed. The Company generally declines
 to provide indemnification  to its customers.  In limited circumstances,  to
 secure long-term  customer contracts  at favorable  rates,  the Company  may
 negotiate risk allocation through mutual indemnification provisions that, in
 the Company's judgment, appropriately allocate risk relative to the value of
 the  customer.   Management  believes   that  any   liability  under   these
 indemnification provisions would not be material.


 Item 3.  Quantitative and Qualitative Disclosures About Market Risk
           ---------------------------------------------------------

      The Company's market risk exposure as of March 31, 2003  was consistent
 with the types of market risk  and amount of exposure presented in  its 2002
 Annual Report on Form 10-K.


 Item 4.  Controls and Procedures
          -----------------------

      Within the 90 days prior to the filing date of this report, the Company
 carried out an evaluation, under the supervision and with  the participation
 of the Company's management, including the Company's Chief Executive Officer
 and Chief  Financial  Officer,  of  the  effectiveness  of  the  design  and
 operation of our disclosure controls and procedures pursuant to  Rule 13a-15
 under the Securities Exchange Act of 1934, as amended (the  "Exchange Act").
 Based upon that evaluation, the Company's Chief Executive Officer  and Chief
 Financial Officer  concluded  that  the Company's  disclosure  controls  and
 procedures are effective.  Disclosure controls  and procedures are  controls
 and procedures that are designed to  ensure that information required  to be
 disclosed in Company reports  filed or submitted under  the Exchange Act  is
 recorded,  processed,  summarized  and  reported  within  the  time  periods
 specified in the Securities and Exchange Commission's rules and forms.

      There have been no significant changes  in our internal controls  or in
 other factors that could  significantly affect internal controls  subsequent
 to the date we carried out this evaluation.


 PART II

 Item 1.   Legal Proceedings
           -----------------

           The information provided in  Management's Discussion and  Analysis
           of Financial Condition and Results of Operations under the heading
           "Legal Proceedings" is hereby incorporated by reference.

 Item 6.   Exhibits and Reports on Form 8-K
           --------------------------------
      Exhibits:

         (a) Exhibit 10.01 - Employment Agreement dated May 1, 1999 as
                             amended on February 1, 2000 and January 10,
                             2002 between First Health Group Corp. and
                             Patrick G. Dills

         (b) Exhibit 11    - Computation of Basic Earnings Per Common Share

         (b) Exhibit 11    - Computation of Diluted Earnings Per Common Share

         (c) Exhibit 99.1  - Certification Pursuant to 18 U.S.C. Section
                             1350, as Adopted Pursuant to Section 906 of
                             the Sarbanes-Oxley Act of 2002 - Edward L.
                             Wristen

         (d) Exhibit 99.2  - Certification Pursuant to 18 U.S.C. Section
                             1350, as Adopted Pursuant to Section 906 of
                             the Sarbanes-Oxley Act of 2002 - Joseph E.
                             Whitters

      Reports on Form 8-K:

           The Company  filed a  report  on Form  8-K  dated April  28,  2003
           reporting under Item  12 the results  of operations and  financial
           condition for the three months ended March 31, 2003.

<PAGE>

                            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 thereunto duly authorized.

                                    First Health Group Corp.



      Dated:  May 1, 2003           /s/Edward L. Wristen
                                    -------------------------------------
                                    Edward L. Wristen
                                    President and Chief Executive Officer



      Dated:  May 1, 2003           /s/Joseph E. Whitters
                                    ------------------------------------
                                    Joseph E. Whitters
                                    Vice President, Finance and
                                    Chief Financial Officer
                                    (Principal Financial Officer)

<PAGE>

                                CERTIFICATIONS


 I, Edward L. Wristen, certify that:

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

 2.  Based on my knowledge, this quarterly 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 quarterly report;

 3.  Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant
     and we have:

     a)   designed such disclosure controls and procedures 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
          quarterly report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based
          on our evaluation as of the Evaluation Date;

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

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data
          and have identified for the registrant's auditors any material
          weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

 6.  The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in
     internal controls or in other factors that could significantly affect
     internal controls subsequent to the date of our most recent evaluation,
     including any corrective actions with regard to significant
     deficiencies and material weaknesses.



 Date: May 1, 2003

      /s/ Edward L. Wristen
      President and Chief Executive Officer

<PAGE>

 I, Joseph E. Whitters, certify that:

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

 2.  Based on my knowledge, this quarterly 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 quarterly report;

 3.  Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant
     and we have:

     a)   designed such disclosure controls and procedures 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
          quarterly report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

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

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data
          and have identified for the registrant's auditors any material
          weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

 6.  The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in
     internal controls or in other factors that could significantly affect
     internal controls subsequent to the date of our most recent evaluation,
     including any corrective actions with regard to significant
     deficiencies and material weaknesses.



 Date: May 1, 2003

       /s/ Joseph E. Whitters
       Vice President, Finance and Chief Financial Officer