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, 2002
                                      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 7, 2002 was 101,221,905.

<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, 2002
         and December 31, 2001 ...................................       3

       Consolidated Balance Sheets - Liabilities and Stockholders'
         Equity at March 31, 2002 and December 31, 2001...........       4

       Consolidated Statements of Operations for the three months
         ended March 31, 2002 and 2001 ...........................       5

       Consolidated Statements of Comprehensive Income for the
         three months ended March 31, 2002 and 2001...............       5

       Consolidated Statements of Cash Flows for the three months
         ended March 31, 2002 and 2001 ...........................      6-7

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

       Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations ............     13-18
       Item 3.  Quantitative and Qualitative Disclosures About
                  Market Risk ....................................      19

 Part II.  Other Information

       Item 6.  Exhibits and Reports on Form 8-K .................      20

 Signatures.......................................................      21

<PAGE>

 PART 1.  Financial Information
 First Health Group Corp. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 (in thousands) (Unaudited)
 ----------------------------------------------------------------------------
                                                       March 31,    December 31,
 ASSETS                                                  2002           2001
                                                      ---------      ---------
 Current Assets:
   Cash and cash equivalents ...................     $   17,141     $   14,001
   Short-term investments ......................          1,760          2,381
   Accounts receivable, less allowances for
     doubtful accounts of $15,818 and
     $14,327, respectively .....................         80,256         78,793
   Deferred income taxes .......................         27,463         27,429
   Other current assets ........................         13,291         20,757
   Assets held for sale ........................          8,564          6,958
                                                      ---------      ---------
   Total current assets ........................        148,475        150,319

 Long-Term Investments:
   Marketable securities .......................         63,510         65,766
   Other .......................................         56,667         55,205
                                                      ---------      ---------
                                                        120,177        120,971
                                                      ---------      ---------
 Property and Equipment:
   Land, buildings and improvements.............         87,636         87,468
   Computer equipment and software..............        186,312        180,152
   Office furniture and equipment...............         21,140         20,282
                                                      ---------      ---------
                                                        295,088        287,902
   Less accumulated depreciation and
     amortization ..............................       (117,558)      (105,393)
                                                      ---------      ---------
   Net property and equipment ..................        177,530        182,509
                                                      ---------      ---------
 Goodwill, less accumulated amortization of
     $17,341, and $17,341, respectively.........        255,855        255,855

 Intangible assets, less accumulated
   amortization of $1,671 and $955, respectively         42,143         42,859

 Reinsurance recoverable........................         25,243         26,140

 Other Assets...................................          1,986          2,081
                                                      ---------      ---------
                                                     $  771,409     $  780,734
                                                      =========      =========

                See Notes to Consolidated Financial Statements
<PAGE>

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

 LIABILITIES AND STOCKHOLDERS' EQUITY

                                                       March 31,    December 31,
                                                         2002           2001
                                                      ---------      ---------
 Current Liabilities:
   Accounts payable ............................     $   35,925     $   33,257
   Accrued expenses ............................         64,202         66,384
   Current maturities of long-term debt.........             --        197,500
   Claims reserves .............................         12,134         12,308
   Income taxes payable ........................          9,321             --
                                                      ---------      ---------
   Total current liabilities ...................        121,582        309,449

 Long-term debt.................................        140,000             --
 Claims Reserves - Non-Current..................         25,243         26,140
 Deferred Income Taxes..........................         84,645         84,828
 Other Non-Current Liabilities..................         21,462         21,018
                                                      ---------      ---------
   Total liabilities ...........................        392,932        441,435
                                                      ---------      ---------
 Commitments and Contingencies..................             --             --

 Stockholders' Equity:
   Common stock ................................          1,318          1,313
   Additional paid-in capital ..................        263,998        255,489
   Retained earnings ...........................        417,323        386,309
   Stock option loan receivable ................         (1,776)        (1,776)
   Accumulated comprehensive gain (loss) .......           (189)           161
   Treasury stock, at cost .....................       (302,197)      (302,197)
                                                      ---------      ---------
   Total stockholders' equity ..................        378,477        339,299
                                                      ---------      ---------
                                                     $  771,409     $  780,734
                                                      =========      =========


                See Notes to Consolidated Financial Statements

<PAGE>

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

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2002           2001
                                                      ---------      ---------
 Revenues.....................................       $  169,361     $  136,984
                                                      ---------      ---------
 Operating expenses:
   Cost of services ..........................           72,972         59,737
   Selling and marketing .....................           17,078         12,944
   General and administrative ................           11,393          8,370
   Healthcare benefits .......................            3,781          3,703
   Depreciation and amortization .............           12,972         10,602
                                                      ---------      ---------
                                                        118,196         95,356
                                                      ---------      ---------
 Income from operations.......................           51,165         41,628

 Other (income) expense:
   Interest expense ..........................            1,316          2,471
   Interest income ...........................           (1,628)        (1,851)
                                                      ---------      ---------
 Income before income taxes...................           51,477         41,008

 Income taxes.................................          (20,463)       (16,608)
                                                      ---------      ---------
 Net income...................................       $   31,014     $   24,400
                                                      =========      =========
 Weighted average shares outstanding - basic..          100,257         96,726
                                                      =========      =========
 Net income per common share - basic..........       $      .31     $      .25
                                                      =========      =========
 Weighted average shares outstanding - diluted          104,443        101,698
                                                      =========      =========
 Net income per common share - diluted........       $      .30     $      .24
                                                      =========      =========

                See Notes to Consolidated Financial Statements

<PAGE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (in thousands) (Unaudited)
 ----------------------------------------------------------------------------
                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2002           2001
                                                      ---------      ---------
 Net income..................................        $   31,014     $   24,400
                                                      ---------      ---------
 Unrealized gains (losses) on securities,
   before tax ...............................              (533)         1,594
 Income tax (expense) benefit related to
   items of other comprehensive income.......               183           (585)
                                                      ---------      ---------
 Other comprehensive income (loss)...........              (350)         1,009
                                                      ---------      ---------
 Comprehensive income........................        $   30,664     $   25,409
                                                      =========      =========

<PAGE>

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

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2002           2001
                                                      ---------      ---------
 Cash flows from operating activities:
   Cash received from customers .................    $  167,776     $  135,802
   Cash paid to suppliers and employees .........      (100,072)       (85,246)
   Healthcare benefits paid .....................        (4,275)        (6,643)
   Interest income received .....................           603            790
   Interest expense paid ........................        (1,152)        (2,488)
   Income taxes paid, net .......................           (87)        (1,757)
                                                      ---------      ---------
   Net cash provided by operating activities             62,793         40,458
                                                      ---------      ---------

 Cash flows from investing activities:
   Purchases of investments .....................       (15,435)        (8,223)
   Sales of investments .........................        15,928          4,611
   Assets held for sale .........................        (1,606)            --
   Purchase of property and equipment ...........        (7,317)       (19,492)
                                                      ---------      ---------
   Net cash used in investing activities ........        (8,430)       (23,104)
                                                      ---------      ---------

 Cash flows from financing activities:
   Repayment of long-term debt ..................       (57,500)       (27,500)
   Proceeds from issuance of common stock........         6,277          7,104
                                                      ---------      ---------
   Net cash used in financing activities ........       (51,223)       (20,396)
                                                      ---------      ---------
 Net increase (decrease) in cash and
   cash equivalents .............................         3,140         (3,042)

 Cash and cash equivalents, beginning of period..        14,001         23,538
                                                      ---------      ---------
 Cash and cash equivalents, end of period........    $   17,141     $   20,496
                                                      =========      =========

                See Notes to Consolidated Financial Statements

<PAGE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands) (Unaudited)
 ----------------------------------------------------------------------------
                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2002           2001
                                                      ---------      ---------
 Reconciliation of Net Income to Net Cash Provided
   by Operating Activities:

 Net Income......................................    $   31,014     $   24,400
                                                      ---------      ---------
 Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
     Depreciation and amortization ..............        12,972         10,602
     Change in allowance for uncollectible
       receivables ..............................         1,491              2
     Tax benefit from stock options exercised....         2,237          2,423
     Deferred income taxes ......................           (34)         5,670
     Other, net .................................           429           (653)

     Changes in Assets and Liabilities:
     Accounts receivable ........................        (2,954)        (1,469)
     Other current assets .......................         7,466            (22)
     Reinsurance recoverable ....................           897            817
     Accounts payable and accrued expenses.......           486         (4,150)
     Claims reserves ............................        (1,071)        (2,044)
     Income taxes payable .......................         9,321          4,693
     Non-current assets and liabilities .........           539            189
                                                      ---------      ---------
   Total adjustments ............................        31,779         16,058
                                                      ---------      ---------
   Net cash provided by operating activities ....    $   62,793     $   40,458
                                                      =========      =========

                See Notes to Consolidated Financial Statements

<PAGE>

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

 1.  The  unaudited financial  statements herein  have been  prepared  by the
     Company pursuant  to the  rules  and regulations  of the  Securities and
     Exchange Commission.  The accompanying interim financial statements have
     been prepared under the presumption  that users of the interim financial
     information have  either read  or have access  to the  audited financial
     statements  for  the  latest   fiscal  year  ended  December  31,  2001.
     Accordingly,  disclosures   which  would   substantially  duplicate  the
     disclosures  contained  in  the  December  31,  2001  audited  financial
     statements have  been omitted  from these interim  financial statements.
     Certain  information  and  disclosures  normally  included in  financial
     statements prepared  in accordance with  accounting principles generally
     accepted in the United States of  America have been condensed or omitted
     pursuant to such  rules and regulations.   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.  On August 16, 2001, the Company completed  the acquisition of all of the
     outstanding shares  of capital stock  of CCN Managed  Care, Inc. ("CCN")
     and  Preferred  Works,  Inc.  ("PW"  and together  with  CCN,  the  "CCN
     Companies")  from  HCA-The  Healthcare  Company  and VH  Holdings,  Inc.
     (collectively, the  "Sellers") for a  purchase price of  $195 million in
     cash, plus  a working  capital adjustment  which increased  the purchase
     price to  $198 million.  The  acquisition was  effected pursuant  to the
     terms  of a  Stock Purchase  Agreement, dated  as  of May  18,  2001 (as
     amended as of August 16, 2001), among  the Company and the Sellers.  The
     acquisition was  financed from  borrowings under the  Company's previous
     line of credit (see Note 3).

     The transaction was accounted for as a  purchase of the CCN Companies by
     the   Company  for   financial   reporting   and   accounting  purposes.
     Accordingly,  the Company  revalued  the basis  of  acquired  assets and
     assumed  liabilities to  fair  value.   The  purchase price  of  the CCN
     Companies was  calculated as  cash paid,  including the  working capital
     adjustment,  plus  the  Company's  transaction  costs.   The  difference
     between  the purchase  price  and  the fair  value  of  the identifiable
     tangible  and intangible  assets  acquired  and  liabilities  assumed is
     recorded as  goodwill, which will  not be amortized  (See Note  8).  The
     preliminary allocation of the purchase price is subject to completion of
     the Company's  restructuring and  integration plan and  the sale  of the
     acquired businesses that are held for  sale.  Changes to the preliminary
     purchase price allocation resulting from the finalization of these items
     may be material.  The allocation of the purchase price to the fair value
     of assets acquired and liabilities assumed is as follows:

      (in thousands)
      -------------
      Purchase price                                    $ 195,000
      Working capital adjustment                            3,514
      Transaction costs                                     2,000
                                                         --------
      Total estimated purchase price                    $ 200,514
                                                         --------

     Purchase price has been allocated as follows:

     Fair value of assets acquired                      $  33,611
     Assets held for sale                                  16,000
     Goodwill                                             171,315
     Intangible assets acquired                            43,814
     Liabilities assumed                                  (23,113)
     Liability for restructuring and integration costs    (41,113)
                                                         --------
                                                        $ 200,514
                                                         --------

     In conjunction with the acquisition, the Company recorded as part of the
     purchase price a $41.1 million reserve for restructuring and integration
     costs  as part  of  an overall  plan  to reduce  operating  expenses and
     integrate the business of the  acquired companies.  The specific actions
     included  in the  restructuring plan  are expected  to  be substantially
     complete by December 31,  2002.  Components of  the purchase reserve are
     as follows:

                                     Total     Accrual      2002      Accrual
     (in thousands)                 Charges    Balance     Amount     Balance
     --------------                            1/01/02    Incurred    3/31/02
                                     ------     ------     ------      ------
     Severance and related benefits $13,712    $ 6,031    $(1,222)    $ 4,809
     Facilities integration          10,370      9,528       (309)      9,219
     Contract losses                 10,000      9,750       (222)      9,528
     Other reserves                   7,031      7,028        (28)      7,000
                                     ------     ------     ------      ------
     Total                          $41,113    $32,337    $(1,781)    $30,556
                                     ======     ======     ======      ======


     The restructuring plan includes  the reduction of employees from various
     offices within  the United  States.  The  Company expects  to reduce the
     number of  CCN employees  from approximately  1,300 at  the time  of the
     acquisition  to  approximately  650 at  December  31, 2002.  There  were
     approximately 740 such employees as of March 31, 2002.  During the first
     quarter of 2002,  approximately $1.2 million was  paid for severance and
     related employee benefits.

     Facilities integration costs represent  the costs the Company expects to
     incur  to  integrate  CCN's   facilities  into  the  Company's  existing
     operations.   The majority of  the facilities integration  costs will be
     incurred to consolidate CCN's  former corporate headquarters and various
     sales offices throughout the  United States.  Approximately $0.3 million
     of costs for facilities integration  was charged to the purchase reserve
     in the first quarter of 2002.

     Contract losses relate to the anticipated net  loss to be incurred on an
     assumed contract  to provide  certain screening services  to individuals
     who have agreed to be bound by  a proposed settlement in a legal matter.
     CCN  signed  a  contract  in  March 2000  to provide  these services for
     four years  and the  Company  has  agreed to have  its network providers
     provide these  services as  part of the acquisition of CCN.  The Company
     estimates as  many as  250,000 covered persons  may seek  such screening
     services and the Company  will incur a significant administrative burden
     in  completing claims  to  the satisfaction  of  the  contractual terms.
     Approximately $0.2  million of costs  under this  contract were incurred
     during the quarter ended March 31, 2002.

     Other reserves  represent  various operational  and tax  liabilities the
     Company expects  to incur to  fully integrate  the Company's operations.
     Approximately $28,000  was charged to  the reserve in  the quarter ended
     March 31, 2002.

     The Company reviewed the various businesses comprising the CCN Companies
     and determined to hold the PW and the Resource Opportunity, Inc. ("ROI")
     businesses of CCN for  sale.  The sale of ROI  was completed on December
     28, 2001 for a sale price of $9 million.

     The following  unaudited pro forma  information reflects  the results of
     the  Company's operations  as if  the  acquisition had  occurred  at the
     beginning  of 2001  adjusted for  (i)  the effect  of  recurring charges
     related to  the  acquisition, primarily  the amortization  of intangible
     assets over estimated  useful lives of  15 or 20  years, as appropriate,
     recording of interest expense  on borrowings to finance the acquisition,
     the reduction  of depreciation  expense  due to  the write-down  to fair
     value of fixed assets, the  reduction of amortization expense related to
     the CCN Companies'  preexisting goodwill at the  date of acquisition and
     the  elimination  of  compensation  and  benefit  expenses  for  certain
     executives of  the CCN Companies  who were terminated  at or immediately
     subsequent to  the acquisition  and will not  be replaced,  and (ii) the
     removal  of revenues  and  related  cost of  services  and  expenses for
     acquired businesses that are held for sale.

                                             Three Months Ended March 31,
                                             ----------------------------
                                         (In thousands except per share data)
                                                        2001
      Pro forma:                                        ----
      Revenue                                         $161,869
      Net income                                        24,502
      Net income per common share - basic                  .25
      Net income per common share - diluted                .24

     These pro forma results have been prepared for comparative purposes only
     and do not purport to be indicative of what operating results would have
     been had the acquisition actually taken  place at the beginning of 2001,
     nor do  they purport  to represent results  of future  operations of the
     merged companies.

 3.  On April  23, 2002,  the Company entered  into a  $400 million revolving
     credit agreement  to replace its  previous $350  million credit facility
     that  was due to expire on June 30, 2002.  This new  credit facility has
     a  five-year  term  and  provides  for  interest  at a Euro Dollar  rate
     (which approximates LIBOR) plus a variable margin (currently .9%)  which
     fluctuates based on the Company's debt rating.  The facility also has  a
     corresponding fee calculated at a variable rate (currently .225%) of the
     available  facility balance depending on the debt rating of the Company.
     No principal payments are due on this facility until its maturity.

 4.  On May 22, 2001,  the Company's Board of  Directors authorized a 2-for-1
     common stock split in the form of  a 100% stock distribution.  The stock
     split was  paid on June  25, 2001 to  stockholders of record  on June 4,
     2001.  All historical common share  amounts, per share amounts and stock
     option data for all periods presented  have been restated to give effect
     to this 100% stock distribution.

 5.  The Company's investments in  marketable securities which are classified
     as available  for sale  had a  net  unrealized loss  in market  value of
     $350,000, net of deferred income taxes, for the three month period ended
     March 31, 2002.  The net unrealized  loss as of March 31, 2002, included
     as a  component of stockholders'  equity, was $189,000,  net of deferred
     income taxes.   The  Company has six  separate investments  in a limited
     partnership which invests in equipment which is leased to third parties.
     The total investment as of March 31, 2002 and 2001 was $47.5 million and
     39.4  million,  respectively, and  is  accounted  for  using  the equity
     method.  The  Company's proportionate share of  the partnership's income
     was $836,000 and $690,000 for the three  months ended March 31, 2002 and
     2001, respectively, and  is included in interest  income.  Approximately
     90 percent of this  partnership is owned by parties  related to a former
     member of the Company's  Board of Directors.   All transactions are made
     on an arms-length basis at equal terms between all limited partners.

 6.  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.  As of March
     31,  2002,  approximately  5.2   million  shares  remain  available  for
     repurchase under the Company's current repurchase authorization.

 7.  Weighted average shares  outstanding increased for  diluted earnings per
     share by  4,186,000 and  4,972,000, respectively,  for the  three months
     ended  March 31,  2002  and 2001  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, 2002 and 2001 due
     to the effect of stock options outstanding.

 8.  Effective January  1, 2001, the  Company adopted  Statement of Financial
     Accounting  Standards  No.   133,  ("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 derivative.
     There was no material  effect on the Company's  results of operations or
     financial position as a result of the adoption of SFAS No. 133.

     In July 2001,  the Financial Accounting Standards  Board ("FASB") issued
     Statement  of  Financial  Accounting  Standards  No. 141  ("SFAS  141"),
     "Business  Combinations."   SFAS  141 requires  the  purchase  method of
     accounting for business  combinations initiated after June  30, 2001 and
     eliminates  the pooling-of-interests  method.   In July  2001,  the FASB
     issued Statement of Financial Accounting Standards No. 142 ("SFAS 142"),
     "Goodwill  and  Other  Intangible  Assets",  which the  Company  adopted
     effective January 1, 2002.   SFAS 142 requires,  among other things, the
     discontinuance of goodwill amortization effective December 31, 2001.  In
     addition, the standard  includes provisions for the  reassessment of the
     useful lives of  existing recognized intangibles  and the identification
     of  reporting   units  for   purposes  of  assessing   potential  future
     impairments of goodwill.  SFAS 142 also requires the Company to complete
     a transitional  goodwill impairment  test  six months  from the  date of
     adoption.

     In accordance with  these pronouncements, the Company  accounted for the
     acquisition  of  CCN as a purchase  and  allocated the purchase price to
     all  identifiable tangible  and intangible  assets and liabilities.  The
     goodwill resulting from  this acquisition of  approximately $171 million
     has not been amortized.  Goodwill and intangible assets of approximately
     $102 million acquired in  business combinations completed before July 1,
     2001 was amortized through  December 31, 2001.   In accordance with SFAS
     142, none of  the Company's $256  million in net  goodwill was amortized
     during the  three months  ended March 31, 2002.   The  Company  recorded
     goodwill  amortization  expense   of   $0.9  million  during  the  three
     months ended  March 31, 2001.  The Company  is  currently assessing  the
     transitional goodwill impairment provisions of SFAS 142, but anticipates
     that adoption of these provisions will not have a material impact on the
     Company's financial position and results of operations.

     Effective January  1, 2002, the  Company adopted  Statement of Financial
     Accounting  Standards  No.   144  ("SFAS  144"),   "Accounting  for  the
     Impairment  or  Disposal  of  Long-Lived  Assets".  SFAS  144  addresses
     accounting and  reporting for the  impairment or  disposal of long-lived
     assets,  including discontinued  operations,  and  establishes  a single
     accounting model for long-lived  assets to be disposed of  by sale.  The
     adoption of  this pronouncement  did not have  a material  impact on the
     financial position and results of operations of the Company.

 9.  The Company and  its subsidiaries are subject  to various claims arising
     in the  ordinary course  of business  and are  parties to  various legal
     proceedings that constitute litigation incidental to the business of the
     Company and  its subsidiaries.   The Company's  wholly owned subsidiary,
     First Health Services  Corporation ("Services") continues  to be subject
     to an  investigation by  the  District of  Columbia Office  of Inspector
     General ("OIG").  In  July 2000, the OIG issued  a report evaluating the
     District of Columbia's  Medicaid program and suggesting  ways to improve
     the program.  Services, a subsidiary of the Company that was acquired in
     July 1997, has acted as the program's fiscal agent intermediary for more
     than 20 years.   The OIG report  included allegations that  from 1993 to
     1996, Services, in its role as fiscal agent intermediary, made erroneous
     Medicaid payments to providers on  behalf of patients no longer eligible
     to receive  Medicaid benefits.   The Company  does not  believe that the
     outcome of the claim  or the investigation will  have a material adverse
     effect on the Company's business or financial position.

<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 certain  areas of  the Company's business;
 shifts  in  customer  demands;  changes  in  operating  expenses,  including
 employee wages,  benefits  and medical  inflation;  governmental  and public
 policy changes and  the continued availability  of financing  in the amounts
 and at the  terms necessary  to support the  Company's future  business.  In
 addition, if the  Company does  not continue  to successfully  implement new
 contracts and  programs  and  control healthcare  benefit  expenses;  if the
 Company is  not  able  to successfully  integrate  CCN  (defined  below) and
 achieve the cost synergies anticipated as a result of the acquisition; or if
 the Company  incurs  startup  costs  related  to  a  new  long-term contract
 (discussed below) in excess  of its expectations,  incurs unexpected startup
 costs, or  incurs  un-reimbursed startup  costs  in excess  of  the expected
 range; the Company may not achieve its anticipated 2002 financial results.

 Recent Developments
 -------------------
    Mail Handlers Benefit Plan
    --------------------------
   On April 16, 2002, the Company  entered into a long-term contract with the
 National Postal  Mail  Handlers  Union, the  sponsor  of  the  Mail Handlers
 Benefit  Plan   (the  "Plan"),   whereby  the   Company  will   provide  its
 comprehensive health plan services to the Plan.  The Plan has nearly 400,000
 federal employees  and  annuitants  representing  approximately  one million
 members nationwide, and is one  of the nation's largest  health plans.  This
 new  contract  builds  on an  existing agreement  which the Company  has  to
 provide the First Health Network[R] to the Plan's members.  The new contract
 is valued at over $1.3 billion in service revenue over the initial five-year
 term.

   The Company  expects to incur  various start-up costs  associated with the
 new contract in  the third and  fourth quarters of  fiscal 2002.   While the
 Company believes that the majority of these startup costs will be reimbursed
 by the  Plan during 2002, management estimates that a range of costs between
 $1.5 million and $3.5 million may not be reimbursed. When fully implemented,
 the Company estimates  that it will add approximately 1,000 employees across
 various existing facilities to provide the various services required by this
 new contract.

    CCN Acquisition
    ---------------
   On August  16, 2001, the Company  completed the acquisition of  all of the
 outstanding shares of  capital stock of  CCN Managed Care,  Inc. ("CCN") and
 Preferred Works, Inc. ("PW" and together with CCN, the "CCN Companies") from
 HCA-The  Healthcare  Company  and  VH   Holdings,  Inc.  (collectively,  the
 "Sellers") for a  purchase price  of $195  million in  cash, plus  a working
 capital adjustment which increased  the purchase price to  $198 million. The
 acquisition  was  effected  pursuant  to  the  terms  of  a  Stock  Purchase
 Agreement, dated as  of May  18, 2001 (as  amended as  of August  16, 2001),
 among the  Company  and the  Sellers.   The  acquisition  was  financed from
 borrowings  under  the  Company's  existing  line  of  credit.  The  Company
 reviewed the various businesses comprising the  CCN Companies and determined
 to hold the PW and the Resource  Opportunity, Inc. ("ROI") businesses of CCN
 for sale.

   In conjunction with  the acquisition, the Company recorded  as part of the
 purchase price  a $41.1  million reserve  for restructuring  and integration
 costs as part of an overall plan  to reduce operating expenses and integrate
 the business of  the acquired companies.   The specific  actions included in
 the restructuring plan are expected to be substantially complete by December
 31, 2002.  The  actions  taken  to  implement  the  restructuring  plan  are
 expected to generate in excess of $25  million in annualized savings for the
 Company from lower salaries  and benefits costs and  lower overall operating
 expenses, beginning  in 2002.   Components  of the  purchase reserve  are as
 follows:

                                     Total     Accrual      2002      Accrual
  (in thousands)                    Charges    Balance     Amount     Balance
  --------------                               1/01/02    Incurred    3/31/02
                                     ------     ------     ------      ------
  Severance and related benefits    $13,712    $ 6,031    $(1,222)    $ 4,809
  Facilities integration             10,370      9,528       (309)      9,219
  Contract losses                    10,000      9,750       (222)      9,528
  Other reserves                      7,031      7,028        (28)      7,000
                                     ------     ------     ------      ------
  Total                             $41,113    $32,337    $(1,781)    $30,556
                                     ======     ======     ======      ======

    The restructuring  plan includes the reduction  of employees from various
 offices within the United States.  The  Company expects to reduce the number
 of CCN employees from approximately 1,300 at  the time of the acquisition to
 approximately 650 at December  31, 2002.  There  were approximately 740 such
 employees  as  of  March  31,  2002.  During  the  first  quarter  of  2002,
 approximately $1.2  million  was  paid for  severance  and  related employee
 benefits.

    Facilities integration  costs represent the costs  the Company expects to
 incur to integrate CCN's facilities into  the Company's existing operations.
 The majority  of  the  facilities  integration  costs  will  be  incurred to
 consolidate CCN's former  corporate headquarters  and various  sales offices
 throughout the  United  States.   Approximately  $0.3 million  of  costs for
 facilities integration  was charged  to the  purchase  reserve in  the first
 quarter of 2002.

    Contract losses  relate to the anticipated net loss  to be incurred on an
 assumed contract to  provide certain  screening services to  individuals who
 have agreed to  be bound by  a proposed settlement  in a legal  matter.  CCN
 signed a contract in March 2000 to provide these services for four years and
 the Company has agreed to have  its network providers provide these services
 as a part  of the acquisition  of CCN.  The  Company  estimates  as many  as
 250,000 covered persons  may seek  such screening  services and  the Company
 will incur a significant  administrative burden in completing  claims to the
 satisfaction of the contractual terms.   Approximately $0.2 million of costs
 under this contract were incurred during the quarter ended March 31, 2002.

   Other  reserves  represent various  operational  and  tax  liabilities the
 Company  has  incurred   to  fully   integrate  the   Company's  operations.
 Approximately $28,000 was charged to the  reserve in the quarter ended March
 31, 2002.

   On May  22, 2001,  the Company's Board  of Directors  authorized a 2-for-1
 common stock split in the form of a 100%  stock distribution.  The split was
 payable on June  25, 2001 to  stockholders of record  on June 4,  2001.  All
 historical common share amounts, per share amounts and stock option data for
 all periods presented have been  restated to give effect  to this 100% stock
 distribution.


 Results of Operations
 ---------------------
   The following table sets forth information with respect to the sources of
 the Company's revenues for the three months ended March 31, 2002 and 2001,
 respectively:


   Sources of Revenue

                                            ($ in thousands)
                                        Three Months Ended March 31,
                                       ------------------------------
                                        2002      %      2001      %
                                       -------  ----    -------  ----
      Sources of Revenue:
        PPO Services                  $104,921   62%   $ 75,711   55%
        Claims Administration           43,820   26      41,545   30
        Fee Schedule Services           10,031    6       8,754    7
        Clinical Management Services     6,579    4       7,087    5
        Premiums, Net                    4,010    2       3,887    3
                                       -------  ----    -------  ----
      Total Revenue                   $169,361  100%   $136,984  100%
                                       =======  ====    =======  ====

   Revenue for  the three months  ended March 31,  2002 increased $32,377,000
 (24%) from the same period of 2001 due to strong PPO revenue which increased
 39% from the  first quarter of  2001.  The  increase in PPO  revenue for the
 three months ended March 31, is due to new client activity, existing clients
 utilizing more PPO services,  the overall increase in  PPO providers and the
 addition of  CCN revenue  for the  quarter.   Claims  administration revenue
 increased $2,275,000 (5%)  from the same  period last year  due primarily to
 new  business  particularly  in  the commercial  sector.  Revenue  from  fee
 schedule services increased $1,277,000  (15%) from the  comparable period in
 2001 due  primarily  to  the inclusion  of  CCN  business  for  the quarter.
 Revenue from clinical cost  management services decreased  $508,000 (7%) for
 the three months ended  March 31, 2002  from the comparable  period in 2001.
 This decrease is  due principally to  the termination  of certain healthcare
 management contracts with various state Medicaid  programs.  Premium revenue
 increased $123,000  (3%)  for the  three  months ended  March  31,  2001 due
 primarily to the addition of new stop loss insurance clients.

   Cost of  services increased $13,235,000  (22%) for the  three months ended
 March 31,  2002 from  the comparable  period  of 2001  due primarily  to the
 inclusion of CCN costs for the quarter.  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
 43% from 44% in the comparable period last  year.  More importantly, cost of
 services decreased approximately $2 million from  the fourth quarter of 2001
 due to the synergies associated with  combining various CCN and First Health
 operations.

   Selling and  marketing costs  for the  three months  ended March  31, 2002
 increased $4,134,000 (32%) from the comparable period of 2001 principally as
 a result of the addition of CCN costs.  To  a lesser extent, the increase is
 due to increased expenditures  for the Company's  focused national marketing
 campaign which began in the first quarter of 2000 and to the addition of new
 sales personnel.   These expenses were  comparable to the  fourth quarter of
 2001.

   General and administrative costs for the three months ended March 31, 2002
 increased $3,023,000  (36%)  from  the  comparable  period  of  2001.   This
 increase is due  primarily to  the inclusion of  CCN costs  for the quarter.
 However, the expenses decreased slightly from  the fourth quarter of 2001 as
 a result of the synergies of combining CCN and First Health activities.

   Healthcare benefits  represent medical losses incurred  by insureds of the
 Company's insurance entities.   Healthcare  benefits increased  $78,000 (2%)
 for the three  months ended  March 31,  2002 from  the comparable  period of
 2001.  This  increase is  due primarily to  new client  activity.   The loss
 ratio (losses as a percent of  premiums) was 94% for  the three months ended
 March  31,  2002  compared  to  95%  for  the  comparable  period  of  2001.
 Management continues to  review the book  of business in  detail to minimize
 the loss ratio.  Stop-loss insurance  is related to the  PPO business and is
 used as a  way to  attract additional PPO  business, which  is the Company's
 most profitable product.

   Depreciation and amortization  expenses increased $2,370,000 (22%) for the
 three months ended  March 31,  2002 from the  comparable period  of 2001 due
 primarily to increased  infrastructure investments  made over the  course of
 the past few years as  well as various software  applications which came on-
 line during 2001.  Depreciation expense will continue to grow primarily as a
 result  of   continuing   investments   the  Company   is   making   in  its
 infrastructure.

   Interest  income for  the  three  months ended  March  31,  2002 decreased
 $223,000 (12%) from the same period in  2001 due primarily to the aggressive
 debt repayments the Company has made with its  available cash as well as the
 overall reduction in interest rates earned on marketable securities.

   Interest expense decreased $1,155,000  (47%) from the comparable period of
 2001 as the  interest rate on  the Company's outstanding  debt has decreased
 from more than 7%  during the first quarter  of 2001 to less  than 3% during
 the first quarter of 2002.  The Company had $140 million of debt outstanding
 as of March 31, 2002.

   Net income for the three months  ended March 31, 2002 increased $6,614,000
 (27%) from the comparable period of 2001.  This increase is due primarily to
 the increase in PPO revenue  as well as the  synergies achieved in combining
 CCN and First Health  and, to a  lesser extent, the  other factors discussed
 above.

   Diluted net income  per common share for the three  months ended March 31,
 2002 increased 25%  to $.30  per share from  the comparable  period of 2001.
 For the three months ended March 31, 2002, diluted common shares outstanding
 increased 3% from the comparable period of 2001.

 Liquidity and Capital Resources
 -------------------------------
   The Company had $26,893,000 in working  capital at March 31, 2002 compared
 with negative working capital of $159,130,000 at  December 31, 2001.  All of
 the Company's  outstanding debt  at December  31, 2001  was classified  as a
 current liability as the Company's credit facility was due to expire on June
 30, 2002.   On April  23, 2002,  management obtained  a new  credit facility
 which  extends  the  maturity  of  the   debt  to  2007;  consequently,  the
 outstanding debt is  now classified as  long-term.  Through  the first three
 months of  the  year,  operating activities  provided  $62,793,000  of cash.
 Investment activities  used  $8,430,000 of  cash  representing  purchases of
 fixed assets  of $7,317,000  and a  net change  in assets  held for  sale of
 $1,606,000 partially  offset  by  $493,000  in  net  sales  of  investments.
 Financing activities used  $51,223,000 of  cash representing  $57,500,000 in
 repayment of long-term debt partially offset  by $6,277,000 in proceeds from
 issuance of common stock.

   The Company had  a revolving line of credit in  the amount of $350 million
 which was due to  expire on June 30,  2002.  On April  23, 2002, the Company
 obtained a  new $400  million revolving  line  of credit  that  replaced the
 previous  credit  facility.  The new  facility  has  a  five-year  term  and
 provides for interest at a Euro Dollar rate (which approximates LIBOR)  plus
 a variable  margin  and a facility fee that fluctuate based on the Company's
 debt rating.  As of March 31, 2002,  $140 million was outstanding under  the
 previous 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.


 New Accounting Pronouncements
 -----------------------------
   Effective  January 1,  2001, the  Company  adopted Statement  of Financial
 Accounting Standard  No. 133,  ("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 derivative.  There  was no material effect on the
 Company's results of  operations or  financial position as  a result  of the
 adoption of SFAS No. 133.

   In July  2001, the  Financial Accounting  Standards Board  ("FASB") issued
 Statement of Financial Accounting Standards No.  141 ("SFAS 141"), "Business
 Combinations."   SFAS 141  requires the  purchase  method of  accounting for
 business combinations  initiated  after  June 30,  2001  and  eliminates the
 pooling-of-interests method.   In July  2001, the  FASB issued  Statement of
 Financial Accounting  Standards No.  142 ("SFAS  142"), "Goodwill  and Other
 Intangible Assets",  which the  Company adopted  effective January  1, 2002.
 SFAS 142  requires,  among  other  things,  the  discontinuance  of goodwill
 amortization  effective  December  31,  2001.   In  addition,  the  standard
 includes provisions for  the reassessment  of the  useful lives  of existing
 recognized  intangibles  and  the  identification  of  reporting  units  for
 purposes of assessing  potential future impairments  of goodwill.   SFAS 142
 also requires  the Company  to complete  a transitional  goodwill impairment
 test six months from the date of adoption.

   In accordance  with these  pronouncements, the  Company accounted  for the
 acquisition of CCN  as a  purchase and allocated  the purchase  price to all
 identifiable tangible and intangible  assets and liabilities.   The goodwill
 resulting from this acquisition  of approximately $171 million  has not been
 amortized.   Goodwill and  intangible assets  of approximately  $102 million
 acquired  in  business  combinations  completed  before  July  1,  2001  was
 amortized through December 31, 2001.   In accordance with  SFAS 142, none of
 the Company's $256  million in net  goodwill was amortized  during the three
 months ended March  31, 2002.   The  Company recorded  goodwill amortization
 expense of $0.9 million during the  three months ended March  31, 2001.  The
 Company  is  currently   assessing  the   transitional  goodwill  impairment
 provisions of SFAS  142, but anticipates  that adoption  of these provisions
 will not  have a  material impact  on the  Company's financial  position and
 results of operations.

   Effective  January 1,  2002, the  Company  adopted Statement  of Financial
 Accounting Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or
 Disposal of Long-Lived Assets".  SFAS 144 addresses accounting and reporting
 for the impairment or disposal of  long-lived assets, including discontinued
 operations, and establishes a single accounting  model for long-lived assets
 to be disposed of by sale.  The adoption  of this pronouncement did not have
 a material impact on the financial position and results of operations of the
 Company.


 Legal Proceedings
 -----------------
   The Company and its subsidiaries are  subject to various claims arising in
 the ordinary course of business and are parties to various legal proceedings
 that constitute litigation incidental to the business of the Company and its
 subsidiaries.  The Company's wholly owned  subsidiary, First Health Services
 Corporation ("Services") continues to be subject  to an investigation by the
 District of Columbia Office of Inspector General ("OIG").  In July 2000, the
 OIG issued a report  evaluating the District of  Columbia's Medicaid program
 and suggesting ways to improve  the program.  Services,  a subsidiary of the
 Company that was acquired  in July 1997,  has acted as  the program's fiscal
 agent  intermediary  for  more  than  20  years.  The  OIG  report  included
 allegations that from 1993  to 1996, Services,  in its role  as fiscal agent
 intermediary, made  erroneous Medicaid  payments to  providers on  behalf of
 patients no longer eligible to receive  Medicaid benefits.  The Company does
 not believe that the outcome of  the claim or the  investigation will have a
 material adverse effect on the Company's business or financial position.


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

      The Company's market risk exposure at March 31, 2002 is consistent with
 the types of market risk and amount of exposure presented in its 2001 Annual
 Report on Form 10-K.
 PART II


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

      Exhibits:

           (a) Exhibit  10.130  -  Credit Agreement  among  the  Company  as
               borrower; Bank  of  America,  N.A.  as  administrative agent;
               certain subsidiaries of the Company  as guarantors; and other
               financial institutions party thereto as lenders.

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

           (c) 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 13, 2002             /s/Edward L. Wristen
                                    ------------------------------------
                                    Edward L. Wristen
                                    President and Chief Executive Officer


 Dated:    May 13, 2002             /s/Joseph E. Whitters
                                    ------------------------------------
                                    Joseph E. Whitters
                                    Vice President, Finance and
                                    Chief Financial Officer
                                    (Principal Financial Officer)