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, 2000
                                   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.
                  (formerly HealthCare COMPARE 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 May 8, 2000, was 47,753,527.

<PAGE>

              First Health Group Corp. and Subsidiaries


                               INDEX


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

       Consolidated Balance Sheets - Assets at March 31, 2000
         and December 31, 1999 ...................................      3

       Consolidated Balance Sheets - Liabilities and Stockholders'
         Equity at March 31, 2000 and December 31, 1999 ..........      4

       Consolidated Statements of Operations for the three months
         ended March 31, 2000 and 1999 ...........................      5

       Consolidated Statements of Comprehensive Income for the
         three months ended March 31, 2000 and 1999 ..............      5

       Consolidated Statements of Cash Flows for the three months
         ended March 31, 2000 and 1999 ...........................    6-7

       Notes to Consolidated Financial Statements ................   8-10

       Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations ..................  11-15

       Item 3.  Quantitative and Qualitative Disclosures About
            Market Risk ..........................................     16

 Part II.  Other Information

       Item 6.  Exhibits and Reports on Form 8-K .................     17


 Signatures ......................................................     18


<PAGE>
 PART 1.  Financial Information
<TABLE>
 First Health Group Corp. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)


 ASSETS

                                            March 31, 2000  December 31, 1999
                                              ------------    ------------
 <S>                                         <C>             <C>
 Current Assets:
   Cash and cash equivalents .....           $  26,130,000   $  35,639,000
   Short-term investments ........                  99,000          78,000
   Accounts receivable, less allowances
     for doubtful accounts of $10,861,000
     and $10,844,000, respectively              69,569,000      59,482,000
   Deferred income taxes .........              14,925,000      14,925,000
   Other current assets ..........              14,507,000      10,609,000
                                              ------------    ------------
   Total current assets ..........             125,230,000     120,733,000

 Long-Term Investments:
   Marketable securities .........              62,585,000      61,037,000
   Other .........................              32,287,000      31,842,000
                                              ------------    ------------
                                                94,872,000      92,879,000
                                              ------------    ------------
 Property and Equipment:
   Land, buildings and improvements             64,944,000      64,765,000
   Computer equipment and software             133,568,000     124,614,000
   Office furniture and equipment               14,968,000      14,235,000
                                              ------------    ------------
                                               213,480,000     203,614,000
   Less accumulated depreciation and
      amortization................             (83,664,000)    (75,602,000)
                                              ------------    ------------
   Net property and equipment ....             129,816,000     128,012,000
                                              ------------    ------------

 Goodwill, less accumulated amortization of
   $9,754,000 and $8,701,000, respectively      92,577,000      93,629,000
 Reinsurance Recoverable..........              50,164,000      50,810,000
 Other Assets.....................               2,445,000       2,671,000
                                              ------------    ------------
                                             $ 495,104,000   $ 488,734,000
                                              ============    ============

                See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
 First Health Group Corp. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)


 LIABILITIES AND STOCKHOLDERS' EQUITY

                                            March 31, 2000  December 31, 1999
                                              ------------    ------------
 <S>                                         <C>             <C>
 Current Liabilities:
   Accounts payable ..............           $  29,316,000   $  28,307,000
   Accrued expenses ..............              28,518,000      27,680,000
   Income taxes payable ..........              13,548,000       1,493,000
   Claims reserves ...............              11,415,000      10,628,000
                                              ------------    ------------
   Total current liabilities .....              82,797,000      68,108,000

 Long-Term Debt...................             215,000,000     240,000,000
 Claims Reserves _ Non-Current....              50,164,000      50,810,000
 Deferred Taxes...................              21,012,000      20,306,000
 Other Non-Current Liabilities....              22,772,000      22,778,000
                                              ------------    ------------
   Total liabilities .............             391,745,000     402,002,000
                                              ------------    ------------

 Commitments and Contingencies....                      --              --

 Stockholders' Equity:

   Common stock ..................                 777,000         770,000
   Additional paid-in capital ....             207,097,000     189,383,000
   Retained earnings..............             473,052,000     453,440,000
   Stock option loans receivable .              (5,276,000)     (2,859,000)
   Accumulated comprehensive loss               (3,319,000)     (4,401,000)
   Treasury stock, at cost .......            (568,972,000)   (549,601,000)
                                              ------------    ------------
   Total stockholders' equity ....             103,359,000      86,732,000
                                              ------------    ------------
                                             $ 495,104,000   $ 488,734,000
                                              ============    ============

                See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)

                                          Three Months Ended March 31,
                                           --------------------------
                                              2000            1999
                                           -----------    -----------
 <S>                                      <C>            <C>
 Revenues............................     $122,475,000   $117,361,000
                                           -----------    -----------
 Operating expenses:

   Cost of services .................       55,435,000     55,696,000
   Selling and marketing ............       11,473,000     11,742,000
   General and administrative .......        8,725,000      9,520,000
   Healthcare benefits ..............        2,359,000      2,249,000
   Depreciation and amortization ....        9,113,000      7,046,000
                                           -----------    -----------
                                            87,105,000     86,253,000
                                           -----------    -----------
 Income from operations..............       35,370,000     31,108,000

 Other (income) expense:
   Interest expense .................        3,966,000      3,411,000
   Interest income ..................       (1,557,000)    (1,607,000)
                                           -----------    -----------
 Income before income taxes..........       32,961,000     29,304,000

 Income taxes........................      (13,349,000)   (11,724,000)
                                           -----------    -----------
 Net income..........................     $ 19,612,000   $ 17,580,000
                                            ==========    ===========

 Weighted average shares
   outstanding - basic                      47,712,000     52,752,000
                                            ==========    ===========
 Net income per common share - basic.     $        .41   $        .33
                                            ==========    ===========
 Weighted average shares
   outstanding - diluted                    49,531,000     53,108,000
                                            ==========    ===========
 Net income per common share - diluted     $       .40   $        .33
                                            ==========    ===========
</TABLE>
<PAGE>
<TABLE>

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 (Unaudited)

                                          Three Months Ended March 31,
                                          ----------------------------
                                               2000           1999
                                          ------------   ------------
 <S>                                     <C>            <C>
 Net income..........................    $  19,612,000  $  17,580,000
                                          ------------   ------------
 Unrealized gains (losses) on securities,
  before tax.........................        1,818,000       (622,000)
 Income tax (expense) benefit related to
 items of other comprehensive income.         (736,000)       249,000
                                          ------------   ------------
 Other comprehensive income (loss)...        1,082,000       (373,000)
                                          ------------   ------------
 Comprehensive income................    $  20,694,000  $  17,207,000
                                          ============   ============

                See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

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

                                               Three Months Ended March 31,
                                              ----------------------------
                                                    2000         1999
                                              ------------    ------------
 <S>                                         <C>             <C>
 Cash flows from operating activities:
   Cash received from customers .........    $ 112,788,000   $ 113,012,000
   Cash paid to suppliers and employees .      (78,135,000)    (81,819,000)
   Healthcare benefits paid .............       (1,320,000)     (3,743,000)
   Interest income received .............        1,208,000       2,638,000
   Interest expense paid ................       (3,813,000)     (3,343,000)
   Income taxes (paid) received, net ....        1,386,000      (3,958,000)
                                              ------------    ------------
   Net cash provided by operating activities    32,114,000      22,787,000
                                              ------------    ------------
 Cash flows from investing activities:
   Purchases of investments .............       (2,464,000)    (32,386,000)
   Sales of investments .................        2,456,000      56,296,000
   Purchase of property and equipment ...       (9,868,000)    (12,213,000)
                                              ------------    ------------
   Net cash provided by (used in)
     investing activities ...............       (9,876,000)     11,697,000
                                              ------------    ------------
 Cash flows from financing activities:
   Exercises of put options on common stock           --        (4,429,000)
   Purchase of treasury stock ...........      (10,938,000)    (63,090,000)
   Extinguishment of long-term debt .....      (25,000,000)           --
   Stock option loans to employees ......       (3,050,000)           --
   Stock option loan repayments .........          633,000            --
   Proceeds from issuance of common stock        6,608,000       1,096,000
   Proceeds from sale of put options
     on common stock ....................             --           410,000
                                              ------------    ------------
   Net cash used in financing activities       (31,747,000)    (66,013,000)
                                              ------------    ------------

 Net decrease in cash and cash equivalents      (9,509,000)    (31,529,000)
 Cash and cash equivalents, beginning
   of period                                    35,639,000      50,264,000
                                              ------------    ------------
 Cash and cash equivalents, end of period    $  26,130,000   $  18,735,000
                                              ============    ============
 Non-cash financing activity:
   Stock options exercised in exchange for
     stock shares.......................     $   8,433,000            --
                                              ============    ============
   Treasury stock purchase payable .....     $        --     $     232,000
                                              ============    ============

                See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>


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

                                                Three Months Ended March 31,
                                                 -------------------------
                                                     2000           1999
                                                 -----------   -----------
 <S>                                            <C>           <C>
 Reconciliation of Net Income to Net Cash
   Provided by Operating Activities:

 Net Income...............................      $ 19,612,000  $ 17,580,000
                                                 -----------   -----------
 Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities:

     Depreciation and amortization .......         9,113,000     7,046,000

     Change in provision for uncollectible
       receivables .......................            17,000        25,000

     Tax benefit from stock options exercised      2,680,000          --

     Unrealized holding (gain) loss
       on marketable securities...........          (742,000)      240,000

     Loss on investment sales ............            29,000       759,000

     Other, net ..........................           498,000        55,000

     Changes in Assets and Liabilities:

     Accounts receivable .................       (10,104,000)   (5,462,000)

     Other current assets ................        (3,898,000)     (743,000)

     Reinsurance recoverable .............           646,000     2,508,000

     Accounts payable and accrued expenses         1,847,000    (7,747,000)

     Claims reserves .....................           141,000    (4,604,000)

     Income taxes payable ................        12,055,000     7,760,000

     Non-current assets and liabilities ..           220,000     5,370,000
                                                 -----------   -----------
   Total adjustments .....................        12,502,000     5,207,000
                                                 -----------   -----------
   Net cash provided by operating activities    $ 32,114,000  $ 22,787,000
                                                 ===========   ===========

                 See Notes to Consolidated Financial Statements
</TABLE>
<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,
     1999.   Accordingly, footnote  disclosures which  would  substantially
     duplicate the disclosures contained  in the December 31, 1999  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
     generally  accepted  accounting  principles  have  been  condensed  or
     omitted pursuant to such rules and regulations.  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.  The  Company's   investments  in  marketable   securities  which   are
     classified as available for sale  had a net unrealized gain in  market
     value of  $1,082,000,  net of  deferred income  taxes, for  the  three
     months ended March 31, 2000.  The net unrealized loss as of  March 31,
     2000,  included   as  a   component  of   stockholders'  equity,   was
     $3,319,000,  net of  deferred  income taxes.    The Company  has  four
     separate  investments  in  a  limited  partnership  which  invests  in
     equipment which is leased to  third parties.  The total investment  as
     of March  31, 2000  was  $28.6 million  and is  accounted for  on  the
     equity method since  the Company owns between  a 20% and 25%  interest
     in each particular tranche of the limited partnership.   The Company's
     proportionate  share of  the  partnership's income  was  $573,000  and
     $355,000  for  the  three  months  ended  March  31,  2000  and  1999,
     respectively, and is included in interest income.

 3.  The Company's Board of Directors has approved the repurchase of  up to
     15 million shares of the Company's outstanding common stock  under its
     current authorization.    Purchases may  be made  from time  to  time,
     depending on  market conditions  and other relevant  factors.   During
     the  first three  months  of  2000, the  Company  repurchased  445,000
     shares for  a total cost  of approximately $11  million.  Such  shares
     are recorded as treasury shares, at cost, and can be used  for general
     corporate purposes.  As  of March 31, 2000, approximately 6.5  million
     shares remain  available for  repurchase under  the Company's  current
     repurchase authorization.
<PAGE>
     In  connection with  its stock  repurchase  program, the  Company  has
     outstanding put options  which obligate the  Company, at the  election
     of the option  holders, to repurchase up  to 500,000 shares of  common
     stock at a  price of $20.75  per share.   The outstanding put  options
     expire on May 17, 2000.  During the three months ended March  31, 2000
     no shares  were put to  the Company.   During the  three months  ended
     March 31,  1999, 977,000 shares  were put  to the Company  at a  total
     cost of $22,891,000.   These shares were recorded as treasury  shares,
     at cost,  in the  Company's financial  statements.   In addition,  the
     Company settled 573,000 puts  by delivering $4,429,000 in cash to  the
     option holders.

 4. Weighted average shares outstanding increased for diluted  earnings per
    share  by 1,819,000  and 356,000,  respectively, for  the three  months
    ended  March 31,  2000 and  1999 due  to the  effect of  stock  options
    outstanding.   Diluted net income per share  was $. 01 less than  basic
    net  income per share for  the three months ended  March 31, 2000  also
    due  to the effect of  stock options outstanding.   Diluted net  income
    per  share was the  same as basic  net income per  share for the  three
    months ended March 31, 1999.

 5. Effective  January 1, 1999, the  Company adopted Statement of  Position
    98-1,  ("SOP 98-1"),  "Accounting for  the Costs  of Computer  Software
    Developed or  Obtained for Internal Use."  The Company now  capitalizes
    certain  internal   payroll  and  payroll  related  costs  during   the
    application  development  stage of  a software  project.   The  Company
    capitalized  approximately $1.5  million and  $1.1 million  during  the
    three  months ended March 31, 2000  and 1999, respectively, that  would
    have previously been expensed.

    In June 1998, the Financial Accounting Standards Board issued  SFAS No.
    133,  "Accounting For Derivative  Instruments and Hedging  Activities".
    SFAS No. 133 requires that all derivative instruments be  recognized as
    either assets  or liabilities in the balance sheet and that  derivative
    instruments  be measured at fair value.   This statement also  requires
    changes in the fair value of derivatives to be recorded each  period in
    current earnings or comprehensive income depending on the  intended use
    of  the  derivatives.   This statement  is  effective for  the  Company
    beginning  January 1,  2001.  The  Company is  currently assessing  the
    impact  of SFAS No. 133, but does  not expect this statement to have  a
    material effect on its results of operations and financial position.

 6. The Company and its subsidiaries are subject to various  claims arising
    in  the ordinary course of  business and are  parties to various  legal
    proceedings which  constitute litigation incidental to the business  of
    the  Company and its  subsidiaries.   In the opinion  of the  Company's
    management,  only one matter was  potentially material to the  business
    or the financial condition of the Company.  On August 6,  1998, amended
    counterclaims  were asserted against the  Company in a lawsuit  pending
    in  the  United States  District Court  for  the Northern  District  of
    Illinois.   The  Company  had initiated  on April  26, 1996  a  lawsuit
    against United Payors and United Providers ("UP & UP"),  which operates
    a  network of hospital and other  medical providers and generally  does
    not  require the use  of financial incentives  to encourage claims  for
    trademark  infringement and potential patients to  use UP & UP  network
    providers  for  medical care.   The  Company asserted  deceptive  trade
    practices,   fraud  and  deceptive   business  practices,   intentional
    interference  with contracts  and prospective  business  relationships,
    and unfair competition.
<PAGE>
    In answering the Company's lawsuit, UP  & UP denied the allegations and
    asserted  defenses.    UP  & UP  also  asserted  counterclaims  seeking
    damages  for  alleged   "false  advertising"  by  the  Company,  unfair
    competition  and deceptive trade  practices, defamation  and commercial
    disparagement.

    The  Company filed motions  for summary judgment  dismissing UP  & UP's
    counterclaims.  Those  motions were granted on May 1, 2000,  and all of
    UP & UP's  counterclaims have been dismissed.  The  order dismissing UP
    & UP's counterclaims is not yet  final or appealable since other claims
    of the  Company remain pending in the trial  court.  At this  time, the
    Company  does not believe that  the counterclaims will have  a probable
    material adverse effect on  the Company's financial condition or future
    operating results.

<PAGE>
 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"  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 obligations
 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; the ability to expand the  Company's group health,
 workers' compensation  and risk  businesses; 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 at  the  terms
 necessary to support the Company's future  business.  In addition,  if the
 Company does not continue to  achieve the improved operating  results that
 are anticipated  with  the  recent  completion of  the  consolidation  and
 rationalization of the  Company's commercial  claims processing  business,
 successfully implement new contracts and programs,  and control healthcare
 benefit expenses, the Company may not achieve its projected 2000 financial
 results (discussed below).


 Results of Operations


   The Company's  revenues consist  primarily of  fees for cost  management
 services provided under contracts on  a percentage of savings  basis (PPO)
 or on  a  predetermined  contractual  basis  (claims  administration,  fee
 schedule and clinical management services).  As a result  of the Company's
 insurance company acquisitions, revenues also include premium revenue.
<PAGE>
   The following table  sets forth information with respect to  the sources
 of the Company's revenues  for the three months  ended March 31,  2000 and
 1999, respectively:
<TABLE>
                                               Sources of Revenue

                                                ($ in thousands)
                                           Three Months Ended March 31,
                                        ---------------------------------
                                         2000      %        1999       %
                                        -------   ---      -------    ---
      <S>                              <C>        <C>     <C>         <C>
      Sources of Revenue:
        PPO Services                   $ 64,917    53%    $ 54,061     46%
        Claims Administration            37,545    31       43,004     37
        Clinical Management Services      7,711     6        8,737      7
        Fee Schedule Services             8,958     7        8,629      7
        Premiums, Net                     2,908     2        2,197      2
        Service                             436     1          733      1
                                        -------   ---      -------    ---
      Total Revenue                    $122,475   100%    $117,361    100%
                                        =======   ===      =======    ===
</TABLE>

   Revenue for the  three months ended March 31, 2000  increased $5,114,000
 (4%) from  the  same  period of  1999  due  to strong  PPO  revenue  which
 increased 20% from the first quarter of 1999 and is the largest percentage
 increase since the first quarter of 1995.  The increase in PPO revenue for
 the three months ended March 31, is due primarily to  new client activity.
 Claims administration  revenue decreased  $5,459,000 (13%)  from the  same
 period last year due  to the implementation  of the Company's  strategy of
 focusing on larger multi-sited national employers in the group health area
 (see "FHC Integration  Status").   Similarly, revenue  from clinical  cost
 management services decreased $1,026,000 (12%) for the  three months ended
 March 31, 2000 from the comparable period in 1999.  This  decrease is also
 due to  the loss  of business  discussed under  "FHC Integration  Status".
 Revenue from  fee  schedule  services  increased $329,000  (4%)  from  the
 comparable period in 1999 due primarily to expanded contract activity with
 several existing clients.   Premium revenue  increased $711,000  (32%) for
 the three months ended March 31, 2000 due primarily to the addition of new
 stop loss  insurance  clients.   Risk-related  service  revenue  decreased
 $297,000 (41%)  from the  comparable period  of  1999 due  to the  planned
 termination of unprofitable business.

   Cost of  services was essentially unchanged  for the three  months ended
 March 31,  2000 from  the comparable  period of  1999.   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 decreased to  45% from 47%  in the  comparable period  last year.
 This decrease is due primarily to the cost reduction  measures the Company
 initiated in 1999.

   Selling and  marketing costs for the  three months ended March  31, 2000
 decreased $269,000 (2%) from the comparable period of 1999.   The decrease
 is also due primarily to the cost reduction measures the Company initiated
 in 1999.   These costs  are expected to  increase in  2000 as  the Company
 introduces its focused national marketing campaign.
<PAGE>
   General and  administrative costs for the  three months ended  March 31,
 2000 decreased $795,000  (8%) from the  comparable period  of 1999.   This
 decrease  is  primarily  attributable  to  the  elimination  of  duplicate
 functions within the Company.

   Healthcare benefits  represent medical  losses incurred  by insureds  of
 the Company's insurance entities.  Healthcare  benefits increased $110,000
 (5%) for the three months ended March 31, 2000 from  the comparable period
 of 1999.  This increase is due primarily to new client activity.  The loss
 ratio (losses as a percent of premiums) was 81% for the three months ended
 March 31, 2000 compared  to 102% for the  comparable period of 1999.   The
 improvement in the loss ratio during  the first quarter of 2000 is  due to
 termination of  the  Company's  unprofitable HMO-like  business,  improved
 experience in the remaining book of business, and the  addition of clients
 in the more profitable employer stop loss insurance  business.  Management
 believes the 81% loss  ratio for the first  quarter of 2000  is reasonable
 for the Company's  existing and  new business  and expects  this ratio  to
 continue through 2000.

   Depreciation and  amortization expenses  increased $2,067,000  (29%) for
 the three months ended March 31,  2000 from the comparable period  of 1999
 due primarily to increased technology infrastructure investments made over
 the course of the past year.   Depreciation expense will continue  to grow
 primarily as a result of continuing  investments the Company is  making in
 its information technology infrastructure.

   Interest income  for the  three months  ended March  31, 2000  decreased
 $50,000 (3%) from the same period in 1999 due primarily to the $25 million
 of debt the Company repaid during  the first quarter of 2000  resulting in
 less cash equivalents and investments available.

   Interest expense increased $555,000 (16%) from  the comparable period of
 1999 due primarily to an increase  in the interest rate for  the Company's
 revolving credit agreement  since March 31,  1999.   The interest  rate is
 currently approximately 7% per annum.

   Net  income  for  the three  months  ended  March  31,  2000,  increased
 $2,032,000 (12%) from the comparable period of 1999.  This increase is due
 primarily to the increase in PPO  revenue as well as expense  controls the
 Company initiated in 1999 and the other factors discussed above.

   Diluted net  income per common  share for the  three months  ended March
 31, 2000 increased 21%   to $.40 per  share from the comparable  period of
 1999.  The increase in net income per common share  was favorably impacted
 by the repurchase  of 445,000 shares  of Company  common stock  during the
 first three months of 2000 and the 4,045,000 shares repurchased during the
 last nine months  of 1999.   For the  three months  ended March  31, 2000,
 diluted common shares outstanding decreased 7% from  the comparable period
 of 1999.
<PAGE>
 Liquidity and Capital Resources

   The  Company  had $42,433,000  in  working  capital at  March  31,  2000
 compared with  working  capital  of  $52,625,000  at  December  31,  1999.
 Through the first three months of the year,  operating activities provided
 $32,114,000 of  cash.    Investment  activities used  $9,876,000  of  cash
 representing purchases of fixed assets of $9,868,000 and  net purchases of
 investments of  $8,000.   Financing activities  used  $31,747,000 of  cash
 representing $10,938,000 in  purchases of  treasury stock, $25,000,000  in
 extinguishment of long-term debt and  $3,050,000 in loans to  employees to
 finance the exercise  of stock options  partially offset by  $6,608,000 in
 proceeds from issuance of common stock  and $633,000 in stock  option loan
 repayments.

   On  July 1,  1997, the  Company entered  into a  $200 million  revolving
 credit agreement (the "Agreement") to facilitate the  acquisition of First
 Health Strategies,  Inc.  and First  Heath  Services  Corp. ("FHC").    In
 August, 1997, the Agreement  was amended to increase  available borrowings
 to $350 million.  As of March 31, 2000, $215 million was outstanding under
 this facility.

   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.

 FHC Integration Status

   The  integration of  the FHC  acquisition was  completed in  1999.   The
 Company focused First  Health Strategies  on the niche  of serving  multi-
 sited employers of 1,000  or more employees.   As a result of  this focus,
 the Company sold several  hundred client contracts  that did not  fit into
 this niche which represented approximately $20 million  in annual revenue.
 The  Company  did  not  receive  material  consideration  for  this  sale.
 Additionally,  the   Company  instituted   significant  price   increases,
 particularly for clients  that had  been paying fees  at unreasonably  low
 margins.    Although  these  actions  have  resulted  in  the  loss  of  a
 significant number  of  clients,  management expects  these  actions  will
 result in increased efficiency of the Company's operations.

 2000 Outlook

   The Company  is currently targeting  revenue growth in  the 10%  area to
 more than  $500 million  in 2000.    Earnings per  share (EPS)  percentage
 growth is currently estimated to be  in excess of 20% resulting in  EPS of
 approximately $1.65 for the year.

   Revenue  growth will  be  lead by  the  addition  of the  Mail  Handlers
 Benefit Plan to our PPO business.   PPO revenue is currently  estimated to
 grow in  the  20%  area for  the  year.   Additionally,  the  Company  has
 announced  several  additional  new   contracts  which  are   expected  to
 contribute to  its  projected  revenue  and  EPS  growth.    Expenses  are
 currently forecasted  not to  grow as  quickly  as the  growth in  revenue
 which, coupled with  fewer shares  outstanding, allows for  EPS growth  in
 excess of 20%.
<PAGE>
 Potential Managed Care Litigation

   Much  has been  recently  written about  the  plaintiff's bar  attacking
 managed care  organizations.    We  believe  First  Health  is  very  well
 positioned to avoid litigation for the following reasons:

   *  Counsel for class action plaintiffs is sophisticated  and understands
      the differences  between HMOs,  which offer  little or  no choice  to
      their subscribers regarding provider selection, and the  PPO services
      the Company provides.
   *  The Company  does  not  incent or  penalize  its  network  physicians
      through capitation,  risk sharing,  cash incentive  bonuses or  other
      methods for denying or limiting care.  Its "control"  over physicians
      is limited to qualifying them for participation in the  network based
      on objective criteria related  only to their credentials,  licensure,
      malpractice history, insurance,  etc.  Network  physicians are  truly
      independent contractors, solely  responsible for the  health care  of
      their patients.
   *  Consistent  with   many   state   law   requirements   and   national
      accreditation standards,  there is  no direct  or indirect  financial
      bonus  or   remuneration  paid   to  individuals   involved  in   the
      recommendation of medical care based on medical necessity.
   *  Most importantly, participants in  our customers' plans have  choice.
      Commonly, our customers offer 2 or more plan options, the  PPO option
      alone inherently provides choice with  a meaningful (but compared  to
      an  HMO,  modest)  benefit  differential.    The  choice  of  medical
      specialists is solely  within the control  of the treating  physician
      and the patient.

   As a  result of all of  these factors, the Company  believes it is  in a
 much better and  advantageous position  concerning potential managed  care
 litigation.

 Year 2000 Matters

 The Company  has  not  experienced  any material  adverse  impact  on  its
 operations or in its relationships with customers, vendors or  others as a
 result of Y2K issues.  The  Company has not incurred any Y2K  costs during
 the three months ended March 31, 2000, nor does it expect to incur any Y2K
 costs going forward.

 New Accounting Pronouncements

   In June 1998, the Financial Accounting  Standards Board issued Statement
 of Financial  Accounting  Standards No.  133,  "Accounting for  Derivative
 Instruments and  Hedging  Activities" ("SFAS  No.  133").   SFAS  No.  133
 requires that all derivative instruments be recognized as either assets or
 liabilities in  the  balance  sheet  and that  derivative  instruments  be
 measured at fair value.  This statement also requires changes  in the fair
 value of derivatives  to be recorded  each period  in current  earnings or
 comprehensive income depending  on the  intended use  of the  derivatives.
 This statement is  effective for  the Company beginning  January 1,  2001.
 The Company does not expect SFAS No. 133 to have a material  effect on its
 results of operations and financial position.
<PAGE>

 Item 3.  Quantitative and Qualitative Disclosures About Market Risk

        The Company's market risk exposure at  March 31, 2000 is consistent
 with the types of market risk and amount of exposure presented in its 1999
 Annual Report on Form 10-K.


 PART II

 Item 6.  Exhibits and Reports on Form 8-K

      Exhibits:

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

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

      Reports on Form 8-K:

          None

<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 10, 2000             /s/James C. Smith
                                    -------------------------------------
                                    James C. Smith
                                    President and Chief Executive Officer


 Dated:    May 10, 2000             /s/Joseph E. Whitters
                                    ------------------------------------
                                    Joseph E. Whitters
                                    Chief Financial Officer
                                    (Principal Financial Officer)