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, 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 August 9, 2000, was 48,429,367.

<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, 2000
        and December 31, 1999 ......................                 3

      Consolidated Balance Sheets - Liabilities and Stockholders'
        Equity at June 30, 2000 and December 31, 1999                4

      Consolidated Statements of Operations for the three months
        ended June 30, 2000 and 1999 ...............                 5

      Consolidated Statements of Operations for the six months
        ended June 30, 2000 and 1999 ...............                 6

      Consolidated Statements of Comprehensive Income for the
        three months ended June 30, 2000 and 1999 ..                 7

      Consolidated Statements of Comprehensive Income for the
        six months ended June 30, 2000 and 1999 ....                 7

      Consolidated Statements of Cash Flows for the six months
        ended June 30, 2000 and 1999 ...............                8-9

      Notes to Consolidated Financial Statements ...               10-11

      Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations .....               12-17

      Item 3.  Quantitative and Qualitative Disclosures About
           Market Risk .............................                 18

Part II.  Other Information

      Item 4.  Submission of Matters to a Vote of Security Holders   19

      Item 6.  Exhibits and Reports on Form 8-K ....                 19


Signatures..........................................                 20


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

ASSETS                                     June 30, 2000  December 31, 1999
                                             -----------     -----------
<S>                                         <C>             <C>
Current Assets:
  Cash and cash equivalents .....           $ 39,260,000    $ 35,639,000
  Short-term investments ........                178,000          78,000
  Accounts receivable, less allowances for
     doubtful accounts of $10,752,000
     and $10,844,000, respectively            68,490,000      59,482,000
  Deferred income taxes .........             14,925,000      14,925,000
  Other current assets ..........             11,801,000      10,609,000
                                             -----------     -----------
  Total current assets ..........            134,654,000     120,733,000

Long-Term Investments:
  Marketable securities .........             63,989,000      61,037,000
  Other .........................             38,395,000      31,842,000
                                             -----------     -----------
                                             102,384,000      92,879,000
                                             -----------     -----------
Property and Equipment:
  Land, buildings and improvements            66,026,000      64,765,000
  Computer equipment and software            145,759,000     124,614,000
  Office furniture and equipment              15,510,000      14,235,000
                                             -----------     -----------
                                             227,295,000     203,614,000

  Less accumulated depreciation and
     amortization................            (92,171,000)    (75,602,000)
                                             -----------     -----------
  Net property and equipment ....            135,124,000     128,012,000
                                             -----------     -----------
Goodwill, less accumulated amortization
  of $10,620,000, and $8,701,000,
  respectively...................             91,710,000      93,629,000
Reinsurance recoverable..........             35,132,000      50,810,000

Other Assets.....................              2,360,000       2,671,000
                                             -----------     -----------
                                            $501,364,000    $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
                                           June 30, 2000  December 31, 1999
                                             -----------     -----------
<S>                                         <C>             <C>
Current Liabilities:
  Accounts payable ..............           $ 23,425,000    $ 28,307,000
  Accrued expenses ..............             29,909,000      27,680,000
  Income taxes payable ..........              4,266,000       1,493,000
  Claims reserves ...............             13,212,000      10,628,000
                                             -----------     -----------
  Total current liabilities .....             70,812,000      68,108,000


Long-Term Debt...................            195,000,000     240,000,000
Claims Reserves _ Non-Current....             35,132,000      50,810,000
Non-Deferred Taxes...............             34,765,000      20,306,000
Other Non-Current Liabilities....             22,566,000      22,778,000
                                             -----------     -----------
  Total liabilities .............            358,275,000     402,002,000
                                             -----------     -----------
Commitments and Contingencies....                     --              --

Stockholders' Equity:

  Common stock ..................                784,000         770,000
  Additional paid-in capital ....            223,449,000     189,383,000
  Retained earnings .............            493,585,000     453,440,000
  Stock option loan receivable ..             (2,649,000)     (2,859,000)
  Accumulated comprehensive loss              (2,808,000)     (4,401,000)
  Treasury stock, at cost .......           (569,272,000)   (549,601,000)
                                             -----------     -----------
  Total stockholders' equity ....            143,089,000      86,732,000
                                             -----------     -----------
                                            $501,364,000    $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 June 30,
                                                   2000           1999
                                               -----------    -----------
<S>                                           <C>            <C>
Revenues............................          $125,884,000   $115,430,000
                                               -----------    -----------
Operating expenses:

  Cost of services .................            55,964,000     54,532,000
  Selling and marketing ............            11,914,000     11,450,000
  General and administrative .......             8,510,000      9,352,000
  Healthcare benefits ..............             3,374,000      2,746,000
  Depreciation and amortization ....             9,374,000      7,302,000
                                               -----------    -----------
                                                89,136,000     85,382,000
                                               -----------    -----------

Income from operations..............            36,748,000     30,048,000

Other (income) expense:

  Interest expense .................             4,079,000      3,584,000
  Interest income ..................            (1,841,000)    (1,809,000)
                                               -----------    -----------
Income before income taxes..........            34,510,000     28,273,000

Income taxes........................           (13,977,000)   (11,323,000)
                                               -----------    -----------
Net income..........................          $ 20,533,000   $ 16,950,000
                                               ===========    ===========

Weighted average shares outstanding - basic     47,970,000     50,426,000
                                               ===========    ===========
Net income per common share - basic           $        .43   $        .34
                                               ===========    ===========
Weighted average shares outstanding - diluted   49,984,000     50,787,000
                                               ===========    ===========
Net income per common share - diluted         $        .41   $        .33
                                               ===========    ===========

               See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

First Health Group Corp. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
---------------------------------------------------------------------------

                                                Six Months Ended June 30,
                                                   2000           1999
                                               -----------    -----------
<S>                                           <C>            <C>
Revenues............................          $248,359,000   $232,791,000
                                               -----------    -----------
Operating expenses:

  Cost of services .................           111,399,000    110,228,000
  Selling and marketing ............            23,387,000     23,192,000
  General and administrative .......            17,235,000     18,872,000
  Healthcare benefits ..............             5,733,000      4,995,000
  Depreciation and amortization ....            18,487,000     14,348,000
                                               -----------    -----------
                                               176,241,000    171,635,000
                                               -----------    -----------

Income from operations..............            72,118,000     61,156,000

Other (income) expense:

  Interest expense .................             8,045,000      6,995,000
  Interest income ..................            (3,398,000)    (3,416,000)
                                               -----------    -----------
Income before income taxes..........            67,471,000     57,577,000

Income taxes........................           (27,326,000)   (23,047,000)
                                               -----------    -----------
Net income..........................          $ 40,145,000   $ 34,530,000
                                               ===========    ===========

Weighted average shares outstanding - basic     47,862,000     51,632,000
                                               ===========    ===========
Net income per common share - basic           $        .84   $        .67
                                               ===========    ===========
Weighted average shares outstanding - diluted   49,772,000     51,999,000
                                               ===========    ===========
Net income per common share - diluted         $        .81   $        .66
                                               ===========    ===========

               See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

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

                                              Three Months Ended June 30,
                                              ---------------------------
                                                  2000           1999
                                               ----------     ----------
<S>                                           <C>            <C>
Net income..........................          $20,533,000    $16,950,000
                                               ----------     ----------
Unrealized gains (losses) on securities,
  before tax .......................              859,000       (113,000)
Income tax (expense) benefit related to
  items of other comprehensive income            (348,000)        45,000
                                               ----------     ----------
Other comprehensive income (loss)...              511,000        (68,000)
                                               ----------     ----------
Comprehensive income................          $21,044,000    $16,882,000
                                               ==========     ==========



                                               Six Months Ended June 30,
                                               -------------------------
                                                2000             1999
                                               ----------     ----------
<S>                                           <C>            <C>
Net income..........................          $40,145,000    $34,530,000
                                               ----------     ----------
Unrealized gains (losses) on securities,
  before tax........................           2,644,000       (735,000)
Income tax (expense) benefit related to
  items of other comprehensive income          (1,051,000)       294,000
                                               ----------     ----------
Other comprehensive income (loss)...            1,593,000       (441,000)
                                               ----------     ----------
Comprehensive income................          $41,738,000    $34,089,000
                                               ==========     ==========

               See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

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

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                    2000           1999
                                                -----------    -----------
<S>                                            <C>            <C>

Cash flows from operating activities:
  Cash received from customers .........       $240,744,000   $229,151,000
  Cash paid to suppliers and employees .       (158,465,000)  (159,381,000)
  Healthcare benefits paid .............         (3,150,000)    (6,984,000)
  Interest income received .............          2,755,000      4,021,000
  Interest expense paid ................         (6,718,000)    (6,834,000)
  Income taxes paid, net ...............         (3,516,000)   (22,252,000)
                                                -----------    -----------
  Net cash provided by operating activities      71,650,000     37,721,000
                                                -----------    -----------
Cash flows from investing activities:
  Purchases of investments .............        (13,398,000)   (50,688,000)
  Sales of investments .................          7,064,000     93,401,000
  Purchase of property and equipment ...        (23,682,000)   (25,735,000)
                                                -----------    -----------
  Net cash provided by (used in)
    investing activities ...............        (30,016,000)    16,978,000
                                                -----------    -----------
Cash flows from financing activities:
  Exercises of put options on common stock               --     (4,429,000)
  Purchase of treasury stock ...........        (10,938,000)   (90,099,000)
  Repayment of long-term debt ..........        (45,000,000)            --
  Stock option loans to employees ......         (3,337,000)            --
  Stock option loan repayments .........          3,547,000             --
  Proceeds from issuance of common stock         17,715,000      2,847,000
  Proceeds from sale of put options
    on common stock ....................                 --      1,010,000
  Proceeds from issuance of long-term debt               --     10,000,000
                                                -----------    -----------
  Net cash used in financing activities         (38,013,000)   (80,671,000)
                                                -----------    -----------
Net increase (decrease) in cash and
  cash equivalents .....................          3,621,000    (25,972,000)
Cash and cash equivalents, beginning of period   35,639,000     50,264,000
                                                -----------    -----------
Cash and cash equivalents, end of period       $ 39,260,000   $ 24,292,000
                                                ===========    ===========
Non-cash financing activity:
  Stock options exercised in exchange
    for common stock                           $  8,733,000   $         --
                                                ===========    ===========

               See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

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

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                    2000           1999
                                                -----------    -----------
<S>                                            <C>            <C>
Reconciliation of Net Income to Net Cash
  Provided by Operating Activities:

Net Income...............................      $ 40,145,000   $ 34,530,000
                                                -----------    -----------
Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities:

    Depreciation and amortization .......        18,487,000     14,348,000

    Change in provision for uncollectible
      receivables .......................           (92,000)       (91,000)

    Tax benefit from stock options exercised      7,632,000        453,000

    Unrealized holding (gain) loss on
      marketable securities .............        (1,051,000)       294,000

    Loss on investment sales ............            33,000        688,000

    Deferred income taxes ...............        14,459,000             --

    Other, net ..........................          (658,000)       326,000



    Changes in Assets and Liabilities:

    Accounts receivable .................        (8,916,000)    (5,481,000)

    Other current assets ................        (1,192,000)     1,510,000

    Reinsurance recoverable .............        15,678,000      1,565,000

    Accounts payable and accrued expenses        (2,653,000)    (9,799,000)

    Claims reserves .....................       (13,094,000)    (4,637,000)

    Income taxes payable ................         2,773,000        336,000

    Non-current assets and liabilities ..            99,000      3,679,000
                                                -----------    -----------

  Total adjustments .....................        31,505,000      3,191,000
                                                -----------    -----------

  Net cash provided by operating activities    $ 71,650,000   $ 37,721,000
                                                ===========    ===========

               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 $1,593,000,  net of deferred income taxes, for the six  months
    ended  June 30, 2000.   The net  unrealized loss as  of June 30,  2000,
    included  as a component of  stockholders' equity, was $2,808,000,  net
    of deferred  income taxes.  The  Company has five separate  investments
    in a limited partnership which invests in equipment which is  leased to
    third  parties.  The  total investment as  of June 30,  2000 was  $34.7
    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 $1,082,000  and $705,000 for  the six  months
    ended  June  30,  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 six 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  June 30,  2000,  approximately 6.5  million  shares
    remain   available  for   repurchase   under  the   Company's   current
    repurchase authorization.

 4. Weighted  average  shares outstanding  increased for  diluted  earnings
    per  share by  2,014,000  and 1,910,000  and  by 361,000  and  367,000,
    respectively,  for the three  and six  months ended June  30, 2000  and
    1999  due to  the effect  of stock  options outstanding.   Diluted  net
    income  per share  was $.02 and  $.03 less  than basic  net income  per
    share for the three and six months ended June 30, 2000 also 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 and  six months
    ended June 30, 1999 due to the effect of stock options.
<PAGE>

 5. Effective  January 1, 1999, the  Company adopted Statement of  Position
    98-1,  "Accounting for  the  Costs of  Computer Software  Developed  or
    Obtained  for  Internal Use."    The Company  now  capitalizes  certain
    internal  payroll  related  costs during  the  application  development
    stage  of a software  project.  The  Company capitalized  approximately
    $2.6  million and $2.4  million during  the six months  ended June  30,
    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  has  the potential to be material  to the
    business or the financial condition of the Company.  In  July 2000, the
    District  of  Columbia  Office  of  Inspector  General ("OIG") issued a
    report evaluating the District of Columbia's ("the District")  Medicaid
    program  and suggesting ways to  improve  the  program.   First  Health
    Services Corporation ("Services"), a subsidiary of the Company that was
    acquired  in  July  1997,  has  acted  as  the  program's  fiscal agent
    intermediary for  20  years.  The OIG  report included allegations that
    from 1993 to 1996 Services, in its role as  fiscal agent  intermediary,
    made erroneous  Medicaid payments to providers on behalf of patients no
    longer eligible to receive Medicaid benefits.

    The  Company  disagrees  with the OIG's allegations concerning  payment
    errors  for  several  reasons,  including  the  following:  (1) a large
    percentage of the  payments identified  by the  OIG were  the result of
    eligibility determinations made after (sometimes  long after) the claim
    was paid; and (2) a large percentage of  the payments identified by OIG
    were  payments  made  in  situations  in which  historical  eligibility
    information was unavailable  due to the  limitations of the  District's
    system  on which  eligibility  information  is  stored.  Moreover, when
    the  issue  of  potential  overpayments  was first raised with District
    officials  in  1996,  (prior to  the Company's acquisition of Services)
    Services recommended that efforts be undertaken to recover any payments
    made  to providers  on behalf of ineligible participants,  but Services
    was never authorized by the District to take any action in this regard.

    Services and  the  Company  are  cooperating  with  the  OIG's  ongoing
    investigation and will  defend their  interests  vigorously.   At  this
    time,  the  Company  does  not  believe  that the claim  related to the
    District of Columbia  Medicaid program will  have  a  material  adverse
    effect  on  the  Company's  financial  condition due to indemnification
    arrangements entered into with  the previous  owner of Services and the
    lack of merit of the allegations.
<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", "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 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>

<TABLE>
   The following table sets  forth information with respect  to  the  sources
 of the Company's revenues for the  three months  and  six months ended  June
 30, 2000 and 1999, respectively:

                                              Sources of Revenue
                                               ($ in thousands)

                                          Three Months Ended June 30,
                                          ---------------------------
                                           2000     %      1999     %
                                         -------  ----   -------  ----
      <S>                               <C>       <C>   <C>       <C>
      Sources of Revenue:

        PPO Services                    $ 67,683   54%  $ 55,969   48%
        Claims Administration             37,381   30     39,790   34
        Clinical Management Services       8,120    6      8,693    8
        Fee Schedule Services              9,743    8      8,546    7
        Premiums, Net                      2,714    2      1,760    2
        Service                              243   --        672    1
                                         -------  ----   -------  ----
      Total Revenue                     $125,884  100%  $115,430  100%



                                                Sources of Revenue
                                                 ($ in thousands)

                                           Six Months Ended June 30,
                                         -----------------------------
                                           2000     %     1999      %
                                         -------  ----   -------  ----
      <S>                               <C>       <C>   <C>       <C>
      Sources of Revenue:

        PPO Services                    $132,600   53%  $110,030   47%
        Claims Administration             74,926   30     82,794   36
        Clinical Management Services      15,831    7     17,430    7
        Fee Schedule Services             18,701    8     17,175    7
        Premiums, Net                      5,622    2      3,957    2
        Service                              679   --      1,405    1
                                         -------  ----   -------  ----
      Total Revenue                     $248,359  100%  $232,791  100%
                                         =======  ====   =======  ====
</TABLE>

<PAGE>
   Revenue  for the  three months  and six  ended June  30, 2000  increased
 $10,454,000 (9%) and $15,568,000 (7%), respectively, from the same periods
 of 1999 due  to strong  PPO revenue which  increased 21%  from the  second
 quarter of 1999  representing the  largest percentage  increase since  the
 first quarter of 1995.  The increase in PPO revenue for the three  and six
 months ended June  30, is due  primarily to new  client activity.   Claims
 administration revenue decreased $2,409,000 (6%) and $7,868,000 (10%) from
 the same periods  last year  due to  the continued  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  $573,000  (7%)  and
 $1,599,000 (9%) from the comparable periods  in 1999 due primarily to  the
 loss of business discussed under "FHC  Integration Status".  Revenue  from
 fee schedule services increased $1,197,000 (14%) and $1,526,000 (9%)  from
 the comparable periods of 1999 due primarily to expanded contract activity
 from several existing clients.   Premium revenue increased $954,000  (54%)
 and $1,665,000 (42%) for the three and six months ended June 30,  2000 due
 primarily to  the addition  of new  stop loss  insurance clients.    Risk-
 related service revenue decreased $429,000  (64%) and $726,000 (52%)  from
 the  comparable  periods  of  1999  due  to  the  planned  termination  of
 unprofitable business.

   Cost of services increased  $1,432,000 (3%) and $1,171,000 (1%) for  the
 three months and six  months ended June 30,  2000, respectively, from  the
 comparable periods  in  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 44% and 45%, respectively, from  47% and 47% in the comparable  periods
 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 and six months  ended
 June 30, 2000  increased $464,000  (4%) and  $195,000 (1%),  respectively,
 from the comparable periods of 1999.  The increase is due primarily to the
 focused national marketing campaign the  Company introduced in the  second
 quarter of 2000.

   General and  administrative costs for  the three months  and six  months
 ended  June  30,  2000  decreased  $842,000  (9%)  and   $1,637,000  (9%),
 respectively, from  the comparable  periods of  1999.   This  decrease  is
 primarily attributable to  the elimination of  duplicate functions  within
 the Company.

   Healthcare benefits  represents medical losses  incurred by insureds  of
 the Company's insurance entities.  Healthcare benefits  increased $628,000
 (23%) and $738,000 (15%)  for the three months  and six months ended  June
 30, 2000, respectively,  from the comparable  periods of 1999.   The  loss
 ratio (losses as a percent  of premiums) was 124%  and 102% for the  three
 and  six  months  ended  June  30,   2000  compared  to  156%  and   126%,
 respectively, for the comparable periods of 1999.  The Company's insurance
 business  is  still  small  and  volatile,  so  the loss ratio is somewhat
 unpredictable.
<PAGE>

   Depreciation and  amortization expenses increased  $2,072,000 (28%)  and
 $4,139,000 (29%), respectively, for the three months and six  months ended
 June 30,  2000  from the  comparable  periods  of 1999  due  primarily  to
 increased technology infrastructure  investments made over  the course  of
 the past  18 months.   Depreciation  expense will  continue to  grow as  a
 result of continuing investments the Company is making in  its information
 technology infrastructure.

   Interest expense increased $495,000 (14%) and $1,050,000  (15%) from the
 comparable periods of 1999  due primarily to an  increase in the  interest
 rate for the Company's revolving credit  agreement.  The interest rate  is
 about 7.5% per annum as of August 9, 2000.

   Interest income for the three months and six months ended  June 30, 2000
 increased $32,000 (2%) and decreased $18,000 (1%), respectively,  from the
 same periods in 1999.   Management estimates  that interest income  should
 remain relatively constant as the Company  is using much of its  available
 cash to repay debt.

   Net income  for the  three months  and six  months ended  June 30,  2000
 increased $3,583,000 (21%)  and $5,615,000 (16%),  respectively, from  the
 comparable periods  of  1999.   This  increase  is due  primarily  to  the
 increase in PPO revenue as well as continued focus on the expense controls
 the Company initiated in 1999 and the other factors discussed above.

   Diluted net income per common share for the three months  and six months
 ended June 30, 2000 increased 24%  to $.41 and 23% to  $.81, respectively,
 from the  comparable periods  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 six months of 2000 and the 4,045,000
 shares repurchased during  the last nine  months of 1999.   For the  three
 months  and  six  months  ended  June  30,  2000,  diluted  common  shares
 outstanding decreased 2% and 4%, respectively, from the comparable periods
 of 1999.

 Liquidity and Capital Resources

   The  Company  had  $63,842,000 in  working  capital  at  June  30,  2000
 compared with  working  capital  of  $52,625,000  at  December  31,  1999.
 Through the first six  months of the  year, operating activities  provided
 $71,650,000 of  cash.   Investment  activities  used $30,016,000  of  cash
 representing net purchases of investments  of $6,334,000 and purchases  of
 fixed assets of  $23,682,000.   Financing activities  used $38,013,000  of
 cash representing $45,000,000 in repayment of long term  debt, $10,938,000
 in purchases of  treasury stock and  $3,337,000 in loans  to employees  to
 finance the exercise of stock options  partially offset by $17,715,000  in
 proceeds from issuance of common stock and $3,547,000 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 Health  Services  Corp. ("FHC").    In
 August, 1997, the Agreement was  amended to increase available  borrowings
 to $350 million.  As of June 30, 2000, $195 million was  outstanding under
 this facility.
<PAGE>

   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 Acquisition 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.   Diluted  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.

 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 did not  incur any material Y2K costs
 during the six months ended June 30, 2000, nor does it expect to incur any
 material Y2K costs going forward.


 New Accounting Pronouncements

   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.

<PAGE>
 Legal Proceedings

   Any material legal proceedings of the Company are discussed in note 6 to
 the financial statements and are incorporated herein by reference.


 Item 3. Quantitative and Qualitative Disclosures About Market Risk

   The Company's market risk exposure  at June 30, 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 4.   Submission of Matters to a Vote of Security Holders

<TABLE>
      At the annual meeting of stockholders  of the Company on  May 16, 2000,
 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
                                 ----------     -------
           <S>                   <C>            <C>
           Michael J. Boskin     40,575,782     303,531
           Daniel S. Brunner     40,571,882     307,431
           Robert S. Colman      40,721,993     157,320
           Ronald H. Galowich    40,575,903     303,410
           Harold S. Handelsman  40,576,123     303,190
           Don Logan             40,721,203     158,110
           Thomas J. Pritzker    40,571,251     308,062
           David E. Simon        39,985,843     893,470
           James C. Smith        40,567,681     311,632
           Edward L. Wristen     40,571,065     308,248
</TABLE>

      A proposal to approve the Company's 2000 Stock Option Plan was approved
 with 36,535,006 shares cast for, 4,300,506 shares against and 43,801  shares
 abstaining.

      A proposal to approve  the performance-based compensation provision  of
 the employment  agreement with  the Company's  Chief Executive  Officer  was
 approved with  36,831,797  shares cast  for,  3,994,438 shares  against  and
 53,078 shares abstaining.

      A proposal to approve the grant  of two stock options to the  Company's
 Chief Executive  Officer  was  approved with  39,416,184  shares  cast  for,
 1,407,807 shares against and 55,322 shares abstaining.
<PAGE>

 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:    August 11, 2000          /s/James C. Smith
                                    -------------------------------------
                                    James C. Smith
                                    President and Chief Executive Officer


 Dated:    August 11, 2000          /s/Joseph E. Whitters
                                    -------------------------------------
                                    Joseph E. Whitters
                                    Chief Financial Officer
                                    (Principal Financial and Accounting
                                    Officer)