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 June 30, 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 by check mark  whether the registrant is  an accelerated filer  (as
 defined in Rule 12b-2 of the Exchange Act).

           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 July 29, 2003, was 94,872,569.

<PAGE>

                  First Health Group Corp. and Subsidiaries

                                    INDEX


 Part I.  Financial Information
                                                                  Page Number
                                                                  -----------
       Item 1. Financial Statements

       Consolidated Balance Sheets - Assets at June 30, 2003
         and December 31, 2002 ...................................     3

       Consolidated Balance Sheets - Liabilities and Stockholders'
         Equity at June 30, 2003 and December 31, 2002 ...........     4

       Consolidated Statements of Operations for the three months
         ended June 30, 2003 and 2002 ............................     5

       Consolidated Statements of Operations for the six months
         ended June 30, 2003 and 2002 ............................     6

       Consolidated Statements of Comprehensive Income for the
         three and six months ended June 30, 2003 and 2002 .......     7

       Consolidated Statements of Cash Flows for the six months
         ended June 30, 2003 and 2002 ............................    8-9

       Notes to Consolidated Financial Statements ................   10-14

       Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations .............   15-21

       Item 3. Quantitative and Qualitative Disclosures About
                 Market Risk .....................................    22

       Item 4. Controls and Procedures ...........................    22


 Part II. Other Information

       Item 1. Legal Proceedings .................................    23

       Item 4. Submission of Matters to a Vote of
                 Security Holders ................................    23

       Item 6. Exhibits and Reports on Form 8-K ..................   23-24

 Signatures.......................................................    25

<PAGE>

 PART 1. Financial Information
 First Health Group Corp. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 (in thousands) (Unaudited)
 ----------------------------------------------------------------------------

 ASSETS                                       June 30, 2003 December 31, 2002
                                                ----------      ----------
 Current Assets:
   Cash and cash equivalents ............      $    26,791     $    20,852
   Short-term investments ...............            4,013           1,304
   Accounts receivable, less allowances
      for doubtful accounts of $14,638
      and $ 14,782 respectively..........           83,499          69,981
   Deferred income taxes ................           35,240          35,255
   Other current assets .................           15,495          16,183
                                                 ---------       ---------
   Total current assets .................          165,038         143,575

 Long-Term Investments:
   Marketable securities ................           64,988          67,880
   Other ................................           61,512          62,676
                                                 ---------       ---------
                                                   126,500         130,556
                                                 ---------       ---------
 Property and Equipment:
   Land, buildings and improvements......           99,474          97,826
   Computer equipment and software.......          250,092         222,796
   Office furniture and equipment .......           35,882          34,518
                                                 ---------       ---------
                                                   385,448         355,140

   Less accumulated depreciation and
      amortization.......................         (177,993)       (149,637)
                                                 ---------       ---------
   Net property and equipment ...........          207,455         205,503
                                                 ---------       ---------
 Goodwill................................          283,231         279,447

 Intangible assets, less accumulated
   amortization of $6,639 and $4,541,
   respectively .........................           51,988          54,086
 Reinsurance recoverable.................           24,755          26,185
 Other Assets............................            3,955           4,009
                                                 ---------       ---------
                                                $  862,922        $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

                                               June 30, 2003 December 31, 2002
                                                 ---------       ---------
 Current Liabilities:
   Accounts payable .....................        $  61,185       $  50,841
   Accrued expenses .....................           46,865          53,535
   Claims reserves ......................           14,945          14,235
   Income taxes payable .................           38,866          23,765
                                                 ---------       ---------
   Total current liabilities ............          161,861         142,376

 Long-Term Debt..........................          150,000         120,000
 Claims Reserves - Non-Current...........           24,755          26,185
 Deferred Taxes..........................          115,168         114,692
 Other Non-Current Liabilities...........           26,656          25,962
                                                 ---------       ---------
   Total liabilities ....................          478,440         429,215
                                                 ---------       ---------
 Commitments and Contingencies...........               --              --

 Stockholders' Equity:
   Common stock .........................            1,358           1,344
   Additional paid-in capital ...........          326,110         304,663
   Retained earnings ....................          593,259         519,247
   Stock option loan receivable .........              (55)           (287)
   Accumulated other comprehensive income            1,363             764
   Treasury stock, at cost ..............         (537,553)       (411,585)
                                                 ---------       ---------
   Total stockholders' equity ...........          384,482         414,146
                                                 ---------       ---------
                                                $  862,922        $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 June 30,
                                                ---------------------------
                                                   2003            2002
                                                 ---------       ---------

 Revenues............................           $  218,651      $  175,923
                                                 ---------       ---------
 Operating expenses:
   Cost of services .................              100,148          75,077
   Selling and marketing ............               21,356          17,755
   General and administrative .......               15,447          11,956
   Healthcare benefits ..............                4,389           3,903
   Depreciation and amortization ....               15,554          13,356
                                                 ---------       ---------
                                                   156,894         122,047
                                                 ---------       ---------

 Income from operations..............               61,757          53,876

 Other (income) expense:
   Interest expense .................                1,421           1,503
   Interest income ..................               (1,359)         (1,544)
                                                 ---------       ---------
 Income before income taxes..........               61,695          53,917

 Income taxes........................              (24,524)        (21,433)
                                                 ---------       ---------
 Net income..........................            $  37,171      $   32,484
                                                 =========       =========

 Weighted average shares outstanding - basic        95,273         101,217
                                                 =========       =========
 Net income per common share - basic.           $      .39      $      .32
                                                 =========       =========
 Weighted average shares outstanding - diluted      97,696         104,735
                                                 =========       =========
 Net income per common share - diluted          $      .38      $      .31
                                                 =========       =========


                See Notes to Consolidated Financial Statements

<PAGE>

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

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                   2003            2002
                                                 ---------       ---------

 Revenues............................           $  432,404      $  345,284
                                                 ---------       ---------
 Operating expenses:
   Cost of services .................              196,325         148,049
   Selling and marketing ............               42,392          34,833
   General and administrative .......               30,654          23,349
   Healthcare benefits ..............                9,551           7,684
   Depreciation and amortization ....               30,680          26,328
                                                 ---------       ---------
                                                   309,602         240,243
                                                 ---------       ---------

 Income from operations..............              122,802         105,041

 Other (income) expense:
   Interest expense .................                2,688           2,819
   Interest income ..................               (2,727)         (3,172)
                                                 ---------       ---------
 Income before income taxes..........              122,841         105,394

 Income taxes........................              (48,829)        (41,896)
                                                 ---------       ---------
 Net income..........................           $   74,012      $   63,498
                                                 =========       =========

 Weighted average shares outstanding - basic        96,174         100,759
                                                 =========       =========
 Net income per common share - basic.           $      .77      $      .63
                                                 =========       =========
 Weighted average shares outstanding - diluted      98,689         104,584
                                                 =========       =========
 Net income per common share - diluted          $      .75      $      .61
                                                 =========       =========


                See Notes to Consolidated Financial Statements

<PAGE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (in thousands) (Unaudited)
 ----------------------------------------------------------------------------

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   2003            2002
                                                 ---------       ---------

 Net income..................................   $   37,171      $   32,484
                                                 ---------       ---------
 Unrealized gains (losses) on securities,
   before tax................................        1,219            (179)
 Income tax (expense) benefit related to
   items of other comprehensive income.......         (457)             66
                                                 ---------       ---------
 Other comprehensive income (loss)...........          762            (113)
                                                 ---------       ---------
 Comprehensive income........................   $   37,933      $   32,371
                                                 =========       =========


                                                 Six Months Ended June 30,
                                                 -------------------------
                                                   2003            2002
                                                 ---------       ---------

 Net income..................................   $   74,012      $   63,498
                                                 ---------       ---------
 Unrealized gains (losses) on securities,
   before tax................................          973            (712)
 Income tax (expense) benefit related to
   items of other comprehensive income.......         (374)            249
                                                 ---------       ---------
 Other comprehensive income (loss)...........          599            (463)
                                                 ---------       ---------
 Comprehensive income........................   $   74,611      $   63,035
                                                 =========       =========

                See Notes to Consolidated Financial Statements

<PAGE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands) (Unaudited)
 ----------------------------------------------------------------------------

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                   2003            2002
                                                 ---------       ---------
 Cash flows from operating activities:
   Net Income ................................. $   74,012      $   63,498
                                                 ---------       ---------
   Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities:
     Depreciation and amortization ............     30,680          26,328
     Change in allowance for uncollectible
       receivables ............................       (144)          1,893
     Provision for deferred income taxes ......        117            (111)
     Tax benefits from stock options exercised.      6,215          12,423
     Income from limited partnership ..........     (1,274)         (1,501)
     Other, net ...............................         26           1,604

 Changes in Assets and Liabilities (net of
 effects of acquired businesses):
     Accounts receivable ......................    (13,866)          1,790
     Other current assets .....................        688           4,788
     Reinsurance recoverable ..................      1,430             863
     Accounts payable and accrued expenses.....     (2,570)          8,206
     Claims reserves ..........................       (720)            574
     Income taxes payable .....................     15,101          13,574
     Non-current assets and liabilities .......        748          (2,541)
                                                 ---------       ---------
   Net cash provided by operating activities...    110,443         131,388
                                                 ---------       ---------
 Cash flows from investing activities:
   Purchases of investments ...................    (20,701)        (30,355)
   Sales of investments .......................     24,349          27,096
   Acquisition of business,
     net of cash acquired .....................     (3,442)        (24,027)
   Assets held for sale .......................         --             923
   Purchase of property and equipment .........    (30,571)        (27,001)
                                                 ---------       ---------
   Net cash used in investing activities.......    (30,365)        (53,364)
                                                 ---------       ---------
 Cash flows from financing activities:
   Purchase of treasury stock .................   (119,074)        (14,813)
   Proceeds from issuance of long-term debt        105,000         150,000
   Repayment of long-term debt ................    (75,000)       (217,500)
   Proceeds from issuance of common stock......     14,703          21,436
   Stock option loans to employees ............         --          (2,272)
   Stock option loan repayments ...............        232           2,360
   Sales of put options on common stock .......         --             375
                                                 ---------       ---------
   Net cash used in financing activities ......    (74,139)        (60,414)
                                                 ---------       ---------
 Net increase in cash and cash equivalents.....      5,939          17,610

 Cash and cash equivalents, beginning of period     20,852          14,001
                                                 ---------       ---------
 Cash and cash equivalents, end of period...... $   26,791      $   31,611
                                                 =========       =========
<PAGE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands) (Unaudited)
 ----------------------------------------------------------------------------

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                   2003            2002
                                                 ---------       ---------
 Supplemental cash flow data:

 Stock options exercised in exchange
   for common stock............................ $      500      $       66
 Health care benefits paid.....................     (8,725)         (7,418)
 Interest paid.................................     (2,325)         (2,500)
 Interest income received......................      1,593           1,684
 Income taxes paid, net........................    (27,512)         (7,439)

 Acquisition of businesses:
   Fair value of assets acquired,
     net of cash acquired...................... $     (492)     $      643
   Goodwill ...................................      3,784          21,284
   Intangible Assets ..........................         --           5,658
   Fair value of liabilities assumed ..........        150          (3,558)
                                                 ---------       ---------
                                                $    3,442      $   24,027
                                                 =========       =========

                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")
     in  2001,   the  Company   recorded  reserves   for  restructuring   and
     integration costs.  The specific actions  included in the  restructuring
     plan were  substantially complete  by December 31,  2002. Components  of
     the purchase reserve as of June 30, 2003 are as follows:

                                        Accrual
      (in thousands)           Total    Balance    Amount    Balance
      --------------          Charges   12/31/02    Paid     6/30/03
                               ------     -----     ----      ------
      Severance and related   $13,712    $1,536    $(609)    $   927
      Facilities integration   10,370     1,117     (330)        787
      Contract losses          10,000       296      180         476
      Other reserves            7,031     1,031        1       1,032
                               ------     -----     ----      ------
                              $41,113    $3,980    $(758)    $ 3,222
                               ======     =====     ====      ======

     The Company charged $0.8 million to the purchase  reserve during the six
     months ended June 30, 2003. The severance  and related benefits payments
     were $0.6 million for headcount reductions already  incurred. Facilities
     integration charges  were $0.3  million and the  Company was  reimbursed
     $0.2 million related to  contract losses. The majority of  the remaining
     $3.2 million of the purchase  reserve is expected to be paid  out during
     2003.

 3.  Acquired Intangible Assets

                               As of June 30, 2003
                                                   Gross
                                                 Carrying   Accumulated
                  (in thousands)                  Amount    Amortization
                  --------------                  ------    ------------
      Amortized intangible assets
       Customer contracts and relationships      $48,700      $ 5,990
       Provider Contracts                          9,927          649
                                                  ------       ------
       Total                                     $58,627      $ 6,639
                                                  ======       ======

     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  HealthR Network  that the  Company  has acquired.  The  aggregate
     amortization expense recorded during the six months  ended June 30, 2003
     was $2.1  million. The estimated  amortization expense  for each of  the
     years ending December 31, 2003 through 2007 is $4.2 million.

     The changes in the carrying amount of goodwill for  the six months ended
     June 30, 2003 are as follows (in thousands):

                                            Amount
                                            -------
              Balance, January 1, 2003     $279,447
              Goodwill acquired                  --
              Other changes                   3,784
                                            -------
              Balance, June 30, 2003       $283,231
                                            =======

     The  other goodwill  adjustments  represent  $3.5 million  in  financial
     performance payments  made related  to the  HealthCare Value  Management
     ("HCVM") acquisition  and $0.3  million related to  the finalization  of
     the purchase price allocation.

 4.  Accounts  receivable  reserves  for  client-specific  items  were  $42.3
     million and $41.2  million as of  June 30, 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 $14.6 million and  $14.8 million as  of
     June  30, 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 gain in  market
     value of $0.6 million, net  of deferred income taxes, for the  six month
     period ended  June 30,  2003. The  net unrealized  gain as  of June  30,
     2003,  included  as  a  component  of  stockholders'  equity,  was  $1.4
     million, 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 June  30,
     2003  and  December 31,  2002  was  $54.8  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  $1.3
     million and  $1.5 million for  the six  months ended  June 30, 2003  and
     2002, respectively,  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.  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 six  months  ended  June  30,  2003,  the  Company
     repurchased 5.2 million shares (1 million shares  in the second quarter)
     on the open  market for approximately $125.5  million ($27.7 million  in
     the second quarter). The  actual cash paid (of $119.1  million) excludes
     $6.4 million  for trades  dated in  June that  were  settled during  the
     first  3 days  of July.   The  Company  repurchased 0.5  million  shares
     during  the six  months  ended  June 30,  2002.  As  of June  30,  2003,
     approximately 5.5 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 2.4 million and 2.5 million and by 3.5  million and 3.8 million
     respectively, for  the three  and six  months ended  June  30, 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  June 30, 2003  and 2002, due  to
     the effect of  stock options outstanding. Diluted  net income per  share
     was $.02 less than  basic net income per  share for both the  six months
     ended  June 30,  2003 and  2002,  due to  the  effect of  stock  options
     outstanding. The 5.2  million shares of common  share repurchases had  a
     consistent impact on both basic and diluted share calculations.

 8.  At  June  30,  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):

                         Six Months Ended June 30,
                         -------------------------
                                                            2003       2002
                                                           ------     ------
      Net Income, as reported                             $74,012    $63,498

         Add: Stock-based compensation expense included
              in reported net income, net of related tax
              effects.                                         43         --

      Deduct: Total stock-based compensation expense
              determined under fair value based method
              for all awards, net of related tax
              effects                                      (7,574)    (8,692)
                                                           ------     ------
      Pro forma net income                                $66,481    $54,806
                                                           ======     ======
      Earnings per share:
              Basic, as reported                          $   .77    $   .63
              Basic, pro forma                            $   .69    $   .54

              Diluted, as reported                        $   .75    $   .61
              Diluted, pro forma                          $   .67    $   .52


 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").  The Company
     contributed $5.5 million  to a $13 million  settlement and a release  of
     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 June 30,  2003, the Plan  has
     approximately $359 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 June 30, 2003. There  are no known Plan
     deficits as of June 30, 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 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 six months ended June
 30, 2002 included only the prior PPO  business of the Plan. The Plan  is the
 Company's largest  customer  with  revenues  earned  of  approximately  $106
 million ($54  million  in  the second  quarter),  or  25% of  total  Company
 revenue, during the six months ended June 30, 2003 compared with $47 million
 in revenues earned during the six months ended June 30, 2002.

 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.

      Effective January 1, 2003,  the Company is now  reporting revenue in  a
 new format which  includes Group  Health and  Workers' Compensation  revenue
 (which together make up the Commercial Business) and Public  Sector revenue.
 The Commercial business is further broken  down into PPO Services,  PPO plus
 Administration Services and Premium  revenue on the  Group Health side.  The
 Workers' Compensation business is further broken down into PPO  Services and
 PPO plus Administration Services (there is no premium revenue).  PPO Service
 is where the Company  provides its national PPO  network to clients  without
 any other services.  PPO plus  Administration Service is  where the  Company
 provides PPO plus other services such as claims administration,  health plan
 administration, fee schedule,  front end, first  report of injury,  pharmacy
 benefit management and/or disease management.

      The following table sets forth information with respect to  the sources
 of the Company's revenues for the  three and six months ended June  30, 2003
 and 2002, respectively:

   Sources of Revenue
                                       ($ in thousands)
                                  Three Months Ended June 30,
                                  ---------------------------      % Change
                                    2003     %     2002     %    2002 to 2003
                                   -------  ---   -------  ---   ------------
  Commercial Revenue:
    Group Health:
      PPO plus Administration
        Services                  $ 91,087   41% $ 32,512   19%      180%
      PPO                           38,936   18    65,561   37       (41)
      Premiums                       4,122    2     3,810    2         8
                                   -------  ---   -------  ---       ---
      Total Group Health           134,145   61   101,883   58        32
                                   -------  ---   -------  ---       ---
    Workers' Compensation:
      PPO plus Administration
        Services                    25,174   12    27,206   16        (7)
      PPO                           15,132    7    14,663    8         3
                                   -------  ---   -------  ---       ---
      Total Workers' Compensation   40,306   19    41,869   24        (4)
                                   -------  ---   -------  ---       ---
  Total Commercial Revenue         174,451   80   143,752   82        21
                                   -------  ---   -------  ---       ---
  Public Sector Revenue             44,200   20    32,171   18        37
                                   -------  ---   -------  ---       ---
  Total Revenue                   $218,651  100% $175,923  100%       24%
                                   =======  ===   =======  ===       ===

                                       ($ in thousands)
                                   Six Months Ended June 30,
                                  ---------------------------      % Change
                                    2003     %     2002     %    2002 to 2003
                                   -------  ---   -------  ---   ------------
  Commercial Revenue:
    Group Health:
      PPO plus Administration
        Services                  $180,028   42% $ 66,504   20%      171%
      PPO                           79,795   18   128,420   37       (38)
      Premiums                       8,357    2     7,820    2         7
                                   -------  ---   -------  ---       ---
      Total Group Health           268,180   62   202,744   59        32
                                   -------  ---   -------  ---       ---
    Workers' Compensation:
      PPO plus Administration
        Services                    50,159   12    53,289   15        (6)
      PPO                           30,284    7    27,780    8         9
                                   -------  ---   -------  ---       ---
      Total Workers' Compensation   80,443   19    81,069   23         1
                                   -------  ---   -------  ---       ---
  Total Commercial Revenue         348,623   81   283,813   82        23
                                   -------  ---   -------  ---       ---
  Public Sector Revenue             83,781   19    61,471   18        36
                                   -------  ---   -------  ---       ---
  Total Revenue                   $432,404  100% $345,284  100%       25%
                                   =======  ===   =======  ===       ===


      Total revenue  for  the  three  and  six months  ended  June  30,  2003
 increased $42.7 million (24%)  and $87.1 million  (25%) from the  comparable
 periods of 2002. The  components of the Company's  quarterly revenue are  as
 follows:

      Group Health revenue of $134.1 million and $268.2 million for the three
 and six months ended June 30,  2003 increased $32.3 million (32%)  and $65.4
 million (32%)  from the  comparable periods  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  and six
 months ended June 30, 2003 decreased  $26.6 million (41%) and  $48.6 million
 (38%) from  the  comparable periods  of  2002  as clients,  especially  Mail
 Handlers, are taking advantage of most  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 and six  months ended June  30, 2003 increased  $58.6
 million (180%) and $113.5  million (171%) 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 and six months ended June 30, 2003 increased $0.3 million (8%) and
 $0.5 million (7%) from the comparable periods of 2002 as a result of new and
 existing clients that purchased the Company's stop-loss insurance.

      Workers' Compensation revenue  of $40.3 million  and $80.4 million  for
 the three and six months ended June 30, 2003 decreased $1.6 million (4%) and
 $0.6 million (1%) from the comparable periods of 2002. This decrease  is due
 primarily to some  historic workers' compensation  clients that have  exited
 various markets.

      Public Sector revenue of $44.2 million and $83.8 million for  the three
 and six months ended June 30,  2003 increased $12.0 million (37%)  and $22.3
 million  (36%)  from  the  same  periods  of  2002.  Public  Sector  revenue
 represents fees associated  with pharmacy  benefit management, fiscal  agent
 services and healthcare  management from clients  within the public  sector.
 This increase in revenue is due primarily to new clients, such as  the State
 of Nevada, non-recurring  HIPPA support  implementations and  implementation
 fees associated  with pharmacy  programs.  Approximately $11.5  million  and
 $21.0 million in revenue was due  to non-recurring consulting items  for the
 three and six months ended June 30, 2003 compared to  $2.0 million and  $4.0
 million for the comparable periods of 2002.

      Cost of  services increased $25.1 million (33%) and $48.3 million (33%)
 for the three and six months ended June 30, 2003 from the comparable periods
 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 45.8% and 45.4% for the
 three and six months ended June 30, 2003, respectively, from 42.7% and 42.9%
 in the comparable periods 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 and six months ended June 30,
 2003 increased $3.6 million (20%) and $7.6 million (22%) from the comparable
 periods 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 and six months ended June
 30, 2003  increased $3.5  million  (29%) and  $7.3  million (31%)  from  the
 comparable  periods  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  $0.5  million
 (12%) and $1.9 million  (24%) for the  three and six  months ended June  30,
 2003 from the comparable periods 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  106%
 and 114% for the three and six  months ended June 30, 2003 compared  to 102%
 and 98% for the comparable periods  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 (16%) and
 $4.4 million (17%) for  the three and  six months  ended June  30, 2003 from
 the comparable  periods 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  and  six  months  ended  June  30,  2003
 decreased $0.2  million (12%)  and $0.4  million (14%)  from the  comparable
 periods of 2002. Interest income has decreased as the Company has  used much
 of its available cash to repay debt and repurchase its common stock.

      Interest expense for both the three and six months ended June 30,  2003
 decreased $0.1 million (5%)  from the comparable  periods 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  June 30, 2003  was approximately 2.75%  per annum and  the
 Company had $150 million of debt outstanding.

      Net income for the three and six months ended  June 30, 2003  increased
 $4.7 million (14%) and  $10.5 million (17%) from  the comparable periods  of
 2002. This increase is due primarily  to the increase in  revenue associated
 with the Mail Handlers Benefit Plan  and, to a lesser extent, growth  in the
 public sector business.

      Diluted net income per common share for the three  and six months ended
 June 30, 2003 increased 23% to $.38 per share and 23% to $.75 per share from
 the comparable periods of 2002.  The increase in net income per common share
 was favorably  impacted by  the repurchase  of 5.2 million shares of Company
 common stock  during the  six months ended June 30, 2003.  For the three and
 six months ended June 30, 2003, diluted common  shares outstanding decreased
 7% and 6% from the comparable periods of 2002.

 Liquidity and Capital Resources
 -------------------------------
    The Company had $3.2 million in working capital on June 30, 2003 compared
 with working capital of $1.2 million at December 31, 2002. Through the first
 six months  of the  year, operating  activities provided  $110.4 million  of
 cash.  Investment  activities  used  $30.4  million  of   cash  representing
 purchases of fixed assets of $30.6 million and acquisition payments  of $3.4
 million (related to the HCVM  acquisition) partially offset by  $3.6 million
 in net sales of investments. Financing activities used $74.1 million of cash
 representing $119.1 million  in purchases  of Company common  stock (net  of
 $6.4  million  in  stock  repurchases for trades  dated in June that settled
 during  the  first  3  days  of July) partially  offset by $14.7  million in
 proceeds  from issuance  of common stock  (representing 1.3 million shares),
 $30.0 million in proceeds from debt  issuance (net of  $75.0 million in debt
 repayment) and $0.2 million in stock option loan repayments.

    The Company's outstanding debt at June 30, 2003 increased to $150 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 June 30, 2003:

          (in thousands)
          -----------------------------------------------------------
          Years Ending                     Revolving Line
          December 31,          Leases        of Credit       Total
          -----------------------------------------------------------
              2003             $  6,760      $      --      $   6,760
              2004               11,145             --         11,145
              2005                9,050             --          9,050
              2006                5,922             --          5,922
              2007                4,575        150,000        154,575
              Thereafter          7,628             --          7,628
          -----------------------------------------------------------
              Total            $ 45,080      $ 150,000      $ 195,080
          -----------------------------------------------------------

   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.  In  accordance  with  Staff
 Accounting Bulletin No. 101, "Revenue Recognition in  Financial Statements,"
 revenue is recognized  when customer  acceptance has been  received for  the
 services performed.

     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").  The  Company  contributed  $5.5  million  to  a  $13  million
 settlement and a release of 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 June  30, 2003, the Plan  has approximately $359 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
 June 30, 2003. There are no known Plan deficits as of June 30, 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 June 30, 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

      The Company  maintains  disclosure  controls and  procedures  that  are
 designed to  ensure  that  information  required  to  be  disclosed  in  the
 Company's Exchange  Act  reports  is  recorded,  processed,  summarized  and
 reported within the time  periods specified in  the Securities and  Exchange
 Commission's rules and forms  and that such  information is accumulated  and
 communicated to  the Company's  management,  including its  Chief  Executive
 Officer and Chief  Financial Officer,  as appropriate, to  allow for  timely
 decisions regarding required  disclosure.  In  designing and evaluating  the
 disclosure controls and procedures, management recognizes that  any controls
 and procedures, no matter how well  designed and operated, can  provide only
 reasonable assurance  of  achieving  the  desired  control  objectives,  and
 management is required to apply its judgment in evaluating  the cost-benefit
 relationship of possible controls and procedures.

      As of June 30, 2003, the end of the quarter covered by 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  the  Company's  Chief  Financial  Officer,  of  the
 effectiveness of  the  design  and operation  of  the  Company's  disclosure
 controls and  procedures.  Based  on  the  foregoing,  the  Company's  Chief
 Executive Officer and Chief  Financial Officer concluded that  the Company's
 disclosure  controls  and  procedures  were  effective  at   the  reasonable
 assurance level.

      There has  been  no change  in  the  Company's internal  controls  over
 financial reporting during the Company's most recent fiscal quarter that has
 materially affected,  or  is reasonably  likely  to materially  affect,  the
 Company's internal controls over financial reporting.


 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 4.   Submission of Matters to a Vote of Security Holders

           At the annual meeting  of stockholders of the  Company on May  13,
           2003, all directors of the  Company who stood for  reelection were
           re-elected. The number  of votes  cast for and  withheld for  each
           director were as follows:

                                        For       Withheld
                                    ----------   ----------
           Michael J. Boskin        85,326,489    3,345,363
           Daniel S. Brunner        66,747,845   21,924,007
           Raul Cesan               85,024,179    3,647,673
           Robert S. Colman         87,654,950    1,016,902
           Ronald H. Galowich       66,827,863   21,843,989
           Harold S. Handlesman     84,882,451    3,789,401
           Don Logan                87,655,964    1,015,888
           William Mayer            87,625,970    1,045,882
           John C. Ryan             87,658,429    1,013,423
           David E. Simon           86,935,160    1,736,692
           James C. Smith           68,983,993   19,687,859
           Edward L. Wristen        86,753,079    1,918,773


           A proposal  to  approve  an  increase  in  the  number  of  shares
           available to be  issued pursuant  to the  Directors' Stock  Option
           plan from 500,000  shares to  2,000,000 shares  was approved  with
           73,455,516 shares cast for, 14,788,883 shares against  and 427,453
           shares abstaining.

           A proposal to ratify the reappointment of Deloitte & Touche LLP as
           the Company's independent  auditors for the  fiscal year 2003  was
           approved with 84,941,301 shares cast for 3,682,992  shares against
           and 47,559 shares abstaining.


 Item 6.   Exhibits and Reports on Form 8-K

      Exhibits:

      (a)  Exhibit 11 -    Computation of Basic Earnings Per Common Share and
                      Diluted Earnings Per Common Share

      (b)  Exhibit 31.1 -  Certification of Chief Executive  Officer pursuant
                      to Rule 13a-14(a) and Rule 15d-14(a), promulgated under
                      the Securities Exchange Act of 1934, as amended.

      (c)  Exhibit 31.2 -  Certification of Chief Financial  Officer pursuant
                      to Rule 13a-14(a) and Rule 15d-14(a), promulgated under
                      the Securities Exchange Act of 1934, as amended.

      (d)  Exhibit 32.1 -  Certification of Chief Executive  Officer pursuant
                      to  18 U.S.C.  Section  1350,  as adopted  pursuant  to
                      Section 906 of the Sarbanes-Oxley Act of 2002.

      (e)  Exhibit 32.2 -  Certification of Chief Financial  Officer pursuant
                      to  18 U.S.C.  Section  1350,  as adopted  pursuant  to
                      Section 906 of the Sarbanes-Oxley Act of 2002.

      Reports on Form 8-K:

           The Company furnished 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:  August 8, 2003        /s/Edward L. Wristen
                                    ------------------------------------
                                    Edward L. Wristen
                                    President and Chief Executive Officer



      Dated:  August 8, 2003        /s/Joseph E. Whitters
                                    ------------------------------------
                                    Joseph E. Whitters
                                    Vice President, Finance and Chief
                                    Financial Officer (Principal
                                    Financial Officer)