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 September 30, 2001
                                      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 November 7, 2001, was 99,610,266.

<PAGE>

             First Health Group Corp. and Subsidiaries

                               INDEX


 Part I.  Financial Information
                                                                  Page Number
                                                                  -----------

       Item 1.  Financial Statements

       Consolidated Balance Sheets - Assets at September 30, 2001
         and December 31, 2000 ...................................     3

       Consolidated Balance Sheets - Liabilities and Stockholders'
         Equity at September 30, 2001 and December 31, 2000.......     4

       Consolidated Statements of Operations for the three months
         ended September 30, 2001 and 2000 .......................     5

       Consolidated Statements of Operations for the nine months
         ended September 30, 2001 and 2000 .......................     6

       Consolidated Statements of Comprehensive Income for the
         three months ended September 30, 2001 and 2000 ..........     7

       Consolidated Statements of Comprehensive Income for the
         nine months ended September 30, 2001 and 2000 ...........     7

       Consolidated Statements of Cash Flows for the nine months
         ended September 30, 2001 and 2000 .......................    8-9

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

       Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations ..................   15-20

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

 Part II.  Other Information

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

 Signatures.......................................................    28


<PAGE>
<TABLE>

 PART I.  Financial Information
 First Health Group Corp. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 (Dollars in 000's) (Unaudited)
 ----------------------------------------------------------------------------

 ASSETS                                        September 30,   December 31,
                                                   2001            2000
                                                ----------      ----------
 <S>                                           <C>             <C>
 Current Assets:

   Cash and cash equivalents ...............   $    17,438     $    23,538
   Short-term investments ..................         1,923           2,015
   Accounts receivable, less allowances for
      doubtful accounts of $13,067 and
      $10,811 respectively..................        85,034          57,137
   Deferred taxes ..........................        33,832          16,480
   Assets held for sale ....................        15,520              --
   Other current assets ....................        12,108          14,443
                                                ----------      ----------
   Total current assets ....................       165,855         113,613

 Long-Term Investments:

   Marketable securities ...................        65,666          58,242
   Other ...................................        51,792          43,787
                                                ----------      ----------
                                                   117,458         102,029
                                                ----------      ----------
 Property and Equipment:

   Land, buildings and improvements.........        85,394          71,135
   Computer equipment and software..........       184,689         148,846
   Office furniture and equipment...........        21,906          16,597
                                                ----------      ----------
                                                   291,989         236,578

   Less accumulated depreciation and
      amortization..........................      (111,443)        (80,861)
                                                ----------      ----------
   Net property and equipment ..............       180,546         155,717
                                                ----------      ----------
 Goodwill, less accumulated amortization of
   $14,953 and $12,355, respectively........       259,049          89,975
 Intangible assets, less accumulated
   amortization of $239 and $0, respectively        43,575              --

 Reinsurance recoverable....................        27,320          28,215

 Other Assets...............................         2,169           2,047
                                                ----------      ----------
                                               $   795,972     $   491,596
                                                ==========      ==========

                See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 (Dollars in 000's) (Unaudited)
 ----------------------------------------------------------------------------

 LIABILITIES AND STOCKHOLDERS' EQUITY

                                               September 30,   December 31,
                                                   2001            2000
                                                ----------      ----------
 <S>                                           <C>             <C>
 Current Liabilities:

   Accounts payable ........................   $    35,344       $  31,727
   Accrued expenses ........................        68,101          28,603
   Current maturities of long-term debt.....       240,000              --
   Claims reserves .........................        13,514          13,013
   Income taxes payable ....................        10,477              --
                                                ----------      ----------
   Total current liabilities ...............       367,436          73,343


 Long-Term Debt.............................            --         127,500
 Claims Reserves - Non-Current..............        27,320          28,215
 Deferred Taxes.............................        73,095          58,621
 Other Non-Current Liabilities..............        23,438          22,504
                                                ----------      ----------
   Total liabilities .......................       491,289         310,183
                                                ----------      ----------
 Commitments and Contingencies..............            --              --

 Stockholders' Equity:

   Common stock ............................         1,308             795
   Additional paid-in capital ..............       297,530         252,092
   Retained earnings .......................       609,859         534,428
   Accumulated comprehensive gain(loss).....           379          (1,509)
   Treasury stock, at cost .................      (604,393)       (604,393)
                                                ----------      ----------
   Total stockholders' equity ..............       304,683         181,413
                                                ----------      ----------
                                               $   795,972     $   491,596
                                                ==========      ==========

                See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Dollars in 000's except per share amounts) (Unaudited)
 ----------------------------------------------------------------------------

                                             Three Months Ended September 30,
                                                --------------------------
                                                    2001            2000
                                                ----------      ----------
 <S>                                           <C>             <C>
 Revenues.............................         $   152,207     $   128,065
                                                ----------      ----------
 Operating expenses:

   Cost of services ..................              66,818          56,846
   Selling and marketing .............              15,150          12,359
   General and administrative ........              10,764           8,530
   Healthcare benefits ...............               3,121           3,412
   Depreciation and amortization .....              12,076           9,878
                                                ----------      ----------
                                                   107,929          91,025
                                                ----------      ----------

 Income from operations...............              44,278          37,040

 Other (income) expense:

   Interest expense ..................               1,694           3,627
   Interest income ...................              (1,727)         (1,466)
                                                ----------      ----------
 Income before income taxes...........              44,311          34,879

 Income taxes.........................             (17,947)        (14,126)
                                                ----------      ----------
 Net income                                    $    26,364     $    20,753
                                                ==========      ==========
 Weighted average shares
   outstanding - basic................              99,280          95,788
                                                ==========      ==========
 Net income per common share - basic..         $       .27     $       .22
                                                ==========      ==========
 Weighted average shares
   outstanding - diluted..............             103,946          99,750
                                                ==========      ==========
 Net income per common share - diluted         $       .25     $       .21
                                                ==========      ==========

                See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Dollars in 000's except per share amounts) (Unaudited)
 ----------------------------------------------------------------------------

                                              Nine Months Ended September 30,
                                                --------------------------
                                                   2001            2001
                                                ----------      ----------
 <S>                                           <C>             <C>
 Revenues.............................         $   428,140     $   376,424
                                                ----------      ----------
 Operating expenses:

   Cost of services ..................             186,993         168,245
   Selling and marketing .............              41,327          35,746
   General and administrative ........              27,756          25,765
   Healthcare benefits ...............              10,220           9,145
   Depreciation and amortization .....              33,963          28,365
                                                ----------      ----------
                                                   300,259         267,266
                                                ----------      ----------

 Income from operations...............             127,881         109,158

 Other (income) expense:

   Interest expense ..................               5,284          11,672
   Interest income ...................              (5,292)         (4,864)
                                                ----------      ----------
 Income before income taxes...........             127,889         102,350

 Income taxes.........................             (51,796)        (41,452)
                                                ----------      ----------
 Net income...........................         $    76,093     $    60,898
                                                ==========      ==========

 Weighted average shares
   outstanding - basic................              97,908          95,656
                                                ==========      ==========
 Net income per common share - basic..         $       .78     $       .64
                                                ==========      ==========
 Weighted average shares
   outstanding - diluted..............             102,660          99,510
                                                ==========      ==========
 Net income per common share - diluted         $       .74     $       .61
                                                ==========      ==========

                See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (Dollars in 000's) (Unaudited)
 ----------------------------------------------------------------------------

                                             Three Months Ended September 30,
                                                --------------------------
                                                   2001            2000
                                                ----------      ----------
 <S>                                           <C>             <C>
 Net income..................................  $    26,364     $    20,753
                                                ----------      ----------

 Unrealized gains on securities, before tax..        1,309           1,810
 Income tax expense related to items of other
   comprehensive income......................         (464)           (750)
                                                ----------      ----------
 Other comprehensive income..................          845           1,060
                                                ----------      ----------
 Comprehensive income........................  $    27,209     $    21,813
                                                ==========      ==========



                                              Nine Months Ended September 30,
                                                --------------------------
                                                   2001            2000
                                                ----------      ----------
 <S>                                           <C>             <C>
 Net income..................................  $    76,093     $    60,898
                                                ----------      ----------

 Unrealized gains on securities, before tax..        2,982           4,454
 Income tax expense related to items of other
   comprehensive income......................       (1,094)         (1,801)
                                                ----------      ----------
 Other comprehensive income..................        1,888           2,653
                                                ----------      ----------
 Comprehensive income........................  $    77,981     $    63,551
                                                ==========      ==========

                See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Dollars in 000's) (Unaudited)
 ----------------------------------------------------------------------------

                                              Nine Months Ended September 30,
                                                --------------------------
                                                   2001            2000
                                                ----------      ----------
 <S>                                           <C>             <C>
 Cash flows from operating activities:
   Cash received from customers ............   $   412,557     $   374,425
   Cash paid to suppliers and employees ....      (267,576)       (234,577)
   Healthcare benefits paid ................       (10,952)         (4,363)
   Interest income received ................         5,494           3,872
   Interest expense paid ...................        (5,448)        (11,339)
   Income taxes paid, net ..................       (22,583)        (10,529)
                                                ----------      ----------
   Net cash provided by operating activities       111,492         117,489
                                                ----------      ----------
 Cash flows from investing activities:
   Acquisition of businesses, net of
     cash acquired .........................      (198,645)             --
   Purchases of investments ................       (35,959)        (19,629)
   Sales of investments ....................        25,368          14,605
   Purchase of property and equipment ......       (52,225)        (38,952)
                                                ----------      ----------
   Net cash used in investing activities ...      (261,461)        (43,976)
                                                ----------      ----------
 Cash flows from financing activities:
   Proceeds from issuance of long-term debt.       215,000          25,000
   Purchase of treasury stock ..............            --         (46,059)
   Repayment of long-term debt .............      (102,500)        (87,500)
   Stock option loans to employees .........        (1,500)         (3,637)
   Stock option loan repayments ............           838           3,671
   Proceeds from issuance of common stock...        32,031          23,818
   Proceeds from sale of put options
     on common stock........................            --             380
                                                ----------      ----------
   Net cash provided by (used in)
     financing activities...................       143,869         (84,327)
                                                ----------      ----------
 Net decrease in cash and cash equivalents..        (6,100)        (10,814)
 Cash and cash equivalents,
   beginning of period......................        23,538          35,639
                                                ----------      ----------
 Cash and cash equivalents, end of period...   $    17,438     $    24,825
                                                ==========      ==========
 Supplemental cash flow data:
 Acquisition of businesses:
   Fair value of assets acquired, net of
     cash acquired .........................        47,803              --
   Goodwill ................................       172,122              --
   Intangible assets .......................        43,814              --
   Fair value of liabilities assumed .......       (65,094)             --
                                                ----------      ----------
   Net cash paid ...........................   $   198,645     $        --
                                                ==========      ==========
 Non-cash financing activity:
     Stock options exercised in exchange
       for common stock.....................   $        --     $     8,733
                                                ==========      ==========

                See Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>

 First Health Group Corp. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Dollars in 000's) (Unaudited)
 ----------------------------------------------------------------------------

                                              Nine Months Ended September 30,
                                                --------------------------
                                                   2001            2000
                                                ----------      ----------
 <S>                                           <C>             <C>
 Reconciliation of Net Income to Net Cash
   Provided by Operating Activities:

 Net Income..................................  $    76,093     $    60,898
                                                ----------      ----------
 Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities:
     Depreciation and amortization ..........       33,963          28,365
     Change in provision for uncollectible
       receivables...........................         (497)            (85)
     Tax benefit from stock options exercised       13,921           8,395
     Deferred income taxes ..................        2,726          18,863
     Other, net .............................       (3,483)           (733)

     Changes in Assets and Liabilities:
      (Net of Effects of Acquired Businesses)
     Accounts receivable ....................      (16,995)         (3,240)
     Other current assets ...................        3,383          (4,655)
     Reinsurance recoverable ................          895          18,173
     Accounts payable and accrued expenses...       (9,620)          1,309
     Claims reserves ........................         (394)        (13,736)
     Income taxes payable ...................       10,477           4,124
     Non-current assets and liabilities .....        1,023            (189)
                                                ----------      ----------
   Total adjustments ........................       35,399          56,591
                                                ----------      ----------
   Net cash provided by operating activities.  $   111,492     $   117,489
                                                ==========      ==========

                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,
     2000.   Accordingly,  footnote  disclosures  which  would  substantially
     duplicate the  disclosures contained  in the December  31, 2000  audited
     financial  statements have  been omitted  from these  interim  financial
     statements.   Certain  information  and  footnote  disclosures  normally
     included in financial statements prepared in accordance  with accounting
     principles generally accepted in the United States  of America have been
     condensed or omitted pursuant  to  such rules and regulations.  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  existing
     line of credit.

     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 7).   The
     preliminary allocation of  the purchase price  is subject to  completion
     of  the Company's  integration and  merger plan,  sale  of the  acquired
     businesses that are held  for sale and completion of the  valuations for
     certain intangible assets and fixed assets.   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:

     (Dollars in 000's)
     ------------------
     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                      $ 49,672
     Goodwill                                            172,122
     Intangible assets acquired                           43,814
     Liabilities assumed                                 (23,981)
     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 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      Amount       Balance
     (Dollars in 000's)                    Charges    Incurred      9/30/01
     ------------------                     ------     -------      -------
     Severance and related benefits        $13,712    $ (6,764)    $  6,948
     Systems and facilities integration     10,370          (4)      10,366
     Contract losses                        10,000          --       10,000
     Other reserves                          7,031          --        7,031
                                            ------     -------      -------
     Total                                 $41,113    $ (6,768)    $ 34,345
                                            ======     =======      =======

     The restructuring plan includes the reduction of  employees from various
     offices within  the United States.   The  Company is  in the process  of
     finalizing its plan, but expects to reduce the  number of employees from
     approximately  1,300  at  the   time  of  the  acquisition  of   CCN  to
     approximately  650 at  December 31,  2002.   During  the third  quarter,
     approximately $6.8 million was  paid for severance and  related employee
     benefits.  Severance and  related benefits represent costs  for payments
     over the next  twelve months for  headcount reductions already  incurred
     and for future reductions of employees.

     Systems  and  facilities  integration  costs  represent  the  costs  the
     Company expects  to incur  to convert  and integrate  CCN's systems  and
     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.   The  systems integration  costs  will be  incurred  to
     integrate  CCN's medical  provider,  claims  repricing and  bill  review
     systems into  the Company's existing  operations.  Approximately  $4,000
     of costs for systems and facilities integration has  been charged to the
     purchase reserve as of September 30, 2001.

     Contract losses relate to the  anticipated net loss to be incurred  on a
     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  after 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.  No  costs  of this
     contract  have  been charged to the purchase reserve  as of September 30,
     2001.

     Other reserves  represent various  operational and  tax liabilities  the
     Company has incurred  to fully integrate the  Company's operations.   No
     amounts have been charged to the reserve as of September 30, 2001.

     The  Company  reviewed   the  various  businesses  comprising   the  CCN
     Companies and determined to  hold PW and the Resource  Opportunity, Inc.
     ("ROI") business  of CCN for  sale.  The  following unaudited pro  forma
     information reflects the results  of the Company's operations as  if the
     acquisition  had occurred  at  the  beginning of  the  period  presented
     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.

                                          Nine Months Ended September 30,
                                          (In 000's except per share data)
                                               2001             2000
     Pro forma:                                ----             ----
       Revenue                               $490,487         $449,664
       Net income                              76,474           58,171
       Net income per common share - basic        .78              .61
       Net income per common share - diluted      .74              .58


     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  the periods presented,  nor do  they purport to  represent
     results of future operations of the merged companies.

 3.  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.

 4.  The Company's investments in marketable securities which  are classified
     as available  for sale  had a  net unrealized  gain in  market value  of
     $1,888,000, net  of deferred  income taxes,  for the  nine month  period
     ended September 30, 2001.   The net unrealized gain as of  September 30,
     2001, included  as a  component of stockholders'  equity, was  $379,000,
     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  September 30,  2001  was
     $44,608,000  and is  accounted for  using 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 $2,261,000  and $1,617,000 for the  nine months
     ended September  30, 2001  and 2000,  respectively, and  is included  in
     interest income.

 5.  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
     September 30,  2001, approximately 5.2  million shares remain  available
     for repurchase under the Company's current repurchase authorization.

 6.  Weighted average shares  outstanding increased for diluted  earnings per
     share  by  4,666,000  and  4,752,000  and  by  3,962,000  and  3,854,000
     respectively, for  the three and  nine months  ended September 30,  2001
     and 2000 due  to the effect of  stock options outstanding.   Diluted net
     income per share was $.02 and $.04 less than basic  net income per share
     for the  three  and nine  months ended  September 30,  2001  due to  the
     effect of stock options  outstanding.  Diluted net income per  share was
     $.01 and $.03  less than basic net  income per share  for the three  and
     nine months ended September 30, 2000 due to the  effect of stock options
     outstanding.

 7.  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 is effective  for
     the Company  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  $172 million
     has  not   been  amortized.     Goodwill   and   intangible  assets   of
     approximately $102 million  acquired in business combinations  completed
     before July  1, 2001 will  continue to be  amortized until December  31,
     2001.  In accordance with  SFAS 142, none of the Company's  $274 million
     in goodwill will  be amortized beginning January  1, 2002.  The  Company
     expects  that there  will  not  be a  transitional  goodwill  impairment
     adjustment in 2002.

     On August 16,  2001, the FASB issued  Statement of Financial  Accounting
     Standards  No.  143  ("SFAS  143"),  "Accounting  for  Asset  Retirement
     Obligations", which is effective for the Company January  1, 2003.  SFAS
     143  addresses  financial  accounting  and  reporting   for  obligations
     associated with  the retirement  of tangible long-lived  assets and  the
     associated asset retirement costs.  On October 3,  2001, the FASB issued
     Statement  of  Financial Accounting  Standards  No.  144  ("SFAS  144"),
     "Accounting for the Impairment or Disposal of  Long-Lived Assets", which
     is  effective for  the Company  January 1,  2002.   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
     Company is evaluating both  pronouncements to determine their  impact on
     the financial position and results of operations of the Company.

 8.  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 ("the District")  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  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  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,  or  the
 Company is  not  able to  successfully  integrate  CCN (defined  below)  and
 achieve the cost synergies anticipated as  a result of the  acquisition, the
 Company may not achieve its projected 2001 and 2002 financial results.

 Recent Developments

   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 PW and  the Resource Opportunity, Inc.  ("ROI") business 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  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 $20 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      Amount       Balance
 (Dollars in 000's)                      Charges    Incurred      9/30/01
 ------------------                       ------    -------       -------
 Severance and related benefits          $13,712   $ (6,764)     $  6,948
 Systems and facilities integration       10,370         (4)       10,366
 Contract losses                          10,000         --        10,000
 Other reserves                            7,031         --         7,031
                                          ------    -------       -------
 Total                                   $41,113   $ (6,768)     $ 34,345
                                          ======    =======       =======


   The restructuring  plan includes the reduction  of employees from  various
 offices within  the  United  States.   The  Company  is in  the  process  of
 finalizing its plan,  but expects  to reduce  the number  of employees  from
 approximately 1,300 at the time of  the acquisition of CCN  to approximately
 650 at December  31, 2002.   During  the third  quarter, approximately  $6.8
 million was paid for severance and related employee benefits.  Severance and
 related benefits represent costs  for payments over  the next twelve  months
 for headcount  reductions  already incurred  and  for future  reductions  of
 employees.

   Systems and facilities  integration costs represent the costs  the Company
 expects  to  incur  to  convert  and integrate CCN's systems and  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.   The
 systems integration  costs  will  be incurred  to  integrate  CCN's  medical
 provider, claims  repricing  and  bill review  systems  into  the  Company's
 existing  operations.    Approximately  $4,000  of  costs  for  systems  and
 facilities integration  has  been charged  to  the  purchase reserve  as  of
 September 30, 2001.

   Contract losses  relate to the anticipated  net loss to  be incurred on  a
 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
 after 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.   No costs of  this contract have been  charged to
 the purchase reserve as of September 30, 2001.

   Other  reserves represent  various  operational  and  tax  liabilities the
 Company has  incurred  to fully  integrate  the  Company's  operations.   No
 amounts have been charged to the reserve as of September 30, 2001.

    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  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,
 pharmacy benefit management and clinical management services).  As  a result
 of the  Company's  insurance  company acquisitions,  revenues  also  include
 premium revenue.

   The following table sets forth information with respect  to the sources of
 the Company's revenues  for the three  and nine  months ended September  30,
 2001 and 2000, respectively:

   Sources of Revenue

                                                ($ in thousands)
                                         Three Months Ended September 30,
                                          ------------------------------
                                           2001      %      2000       %
                                          -------  ---     -------   ---
      Sources of Revenue:
        PPO Services                     $ 91,112   60%   $ 68,778    54%
        Claims Administration              41,793   27      38,100    30
        Clinical Management Services        7,267    5       8,460     7
        Fee Schedule Services               8,541    6       9,288     7
        Premiums, Net                       3,494    2       3,270     2
        Service                                --   --         169    --
                                          -------  ---     -------   ---
      Total Revenue                      $152,207  100%   $128,065   100%
                                          =======  ===     =======   ===


                                                  ($ in thousands)
                                          Nine Months Ended September 30,
                                          ------------------------------
                                           2001      %      2000       %
                                          -------  ---     -------   ---
      Sources of Revenue:
        PPO Services                     $244,927   57%   $201,378    54%
        Claims Administration             125,867   29     113,026    30
        Clinical Management Services       21,178    5      24,291     6
        Fee Schedule Services              25,054    6      27,989     7
        Premiums, Net                      11,114    3       8,892     3
        Service                                --   --         848    --
                                          -------  ---     -------   ---
      Total Revenue                      $428,140  100%   $376,424   100%
                                          =======  ===     =======   ===

   Revenue for the three  and nine months ended September 30,  2001 increased
 $24,142,000 (19%) and $51,716,000 (14%), respectively, from the same periods
 of 2000 due to strong PPO revenue which increased 32% from the third quarter
 of 2000 as well as $11.7 million of total revenue from CCN for the last half
 of the quarter.  The increase in  PPO revenue for the three and  nine months
 ended September 30, is due to the addition of new clients,  existing clients
 utilizing more  PPO services,  the overall  increase  in PPO  providers  and
 approximately $9.6  million  in revenue  from  CCN.   Claims  administration
 revenue for the  three and nine  months ended  September 30, 2001  increased
 $3,693,000 (10%) and $12,841,000 (11%) from  the same periods last  year due
 primarily to new business  particularly in the  commercial sector.   Revenue
 from clinical  cost  management  services  decreased  $1,193,000  (14%)  and
 $3,113,000 (13%) for the three and nine months ended September 30, 2001 from
 the comparable periods  in 2000.   This decrease is  due principally to  the
 termination of certain  healthcare management  contracts with various  state
 Medicaid programs.   Revenue from fee  schedule services decreased  $747,000
 (8%) and $2,935,000 (10%) from the comparable periods in 2000 due to  a loss
 of  business  primarily  from  General  Motors  and  some  smaller  workers'
 compensation carriers who have  exited the business, but  was aided by  $1.8
 million of  fee schedule  revenue  from CCN  during  the quarter.    Premium
 revenue increased $224,000 (7%) and $2,222,000 (25%) for the three  and nine
 months ended September 30,  2001 due primarily to  the addition of new  stop
 loss insurance  clients.   Risk-related service  revenue decreased  $169,000
 (100%) and  $848,000 (100%)  from the  comparable periods  of  2000, as  the
 Company no longer offers this product.

   Cost of services increased $9,972,000 (18%) and  $18,748,000 (11%) for the
 three and nine months ended September  30, 2001 from the  comparable periods
 of 2000 principally as a result  of operating costs associated with  CCN 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 remained between 44% and 45% for these same periods.  Management
 expects to achieve significant  operating efficiencies as CCN  is completely
 integrated into the Company's business over the next 24 to 30 months.

   Selling and marketing costs for the three and  nine months ended September
 30, 2001 increased $2,791,000 (23%) and $5,581,000 (16%) from the comparable
 periods of 2000.  The increase is due primarily to the addition of CCN costs
 (mainly sales personnel) and, to a lesser extent, increased expenditures for
 the Company's focused national  marketing campaign that  began in the  first
 quarter of 2000 and to the addition of new sales personnel.

   General  and administrative  costs for  the three  and  nine months  ended
 September 30, 2001 increased $2,234,000 (26%) and decreased  $1,991,000 (8%)
 from the comparable periods of 2000.  The  increase is primarily due  to the
 inclusion of CCN administrative expenditures during the quarter.

   Healthcare benefits represent  medical losses incurred by insureds  of the
 Company's insurance entities.   Healthcare benefits decreased $291,000  (9%)
 and increased $1,075,000 (12%) for the three and nine months ended September
 30, 2001 from the comparable periods of 2000.  This overall increase  is due
 primarily to new client activity.  The loss ratio (healthcare benefits  as a
 percent of premiums) was  89% and 92%  for the three  and nine months  ended
 September 30, 2001 compared to 104%  and 103% for the comparable  periods of
 2000.  The loss ratio  of 89% in the  third quarter of 2001  represented the
 third consecutive  quarter that  this ratio  has  declined.  Management  has
 reviewed its insurance business in  detail and has taken  appropriate action
 at renewal in an effort to reduce the loss ratio for 2001 and beyond.

   Depreciation and  amortization increased  $2,198,000 (22%) and  $5,598,000
 (20%) for  the three  and nine  months  ended September  30, 2001  from  the
 comparable  periods   of  2000   due  primarily   to  increased   technology
 infrastructure investments made  over the course  of the  past few years  as
 well as various  software applications  which came on-line  during 2000  and
 2001.  To a lesser extent, the increase is due to amortization of intangible
 assets and depreciation of fixed assets associated with the CCN acquisition.
 Depreciation expense  will  continue  to  grow  primarily  as  a  result  of
 continuing investments the Company  is making in its  information technology
 infrastructure.

   Interest income  for the three  and nine months  ended September 30,  2001
 increased $261,000 (18%) and $428,000 (9%) from the same periods in 2000 due
 to slightly higher cash and investment balances available in 2001.

   Interest expense decreased $1,933,000 (53%) and  $6,388,000 (55%) from the
 comparable periods of 2000 as the Company has repaid $102.5 million  of debt
 during 2001.  The Company, however, borrowed $200 million under its existing
 line of credit in the third quarter of 2001 to finance the  CCN acquisition.
 The interest rate at September 30, 2001 was approximately 4.5% per annum.

   Net  income for  the  three and  nine  months  ended September  30,  2001,
 increased $5,611,000 (27%) and $15,195,000 (25%) from the comparable periods
 of 2000.  This increase is due  primarily to the increase in PPO  revenue as
 well as increased  efficiency in  the Company  operations and,  to a  lesser
 extent, the other factors discussed above.

   Diluted net income  per common share for  the three and nine  months ended
 September 30, 2001 increased 19% to $.25 per share and 21% to $.74 per share
 from the comparable periods  of 2000.  For  the three and nine  months ended
 September 30, 2001, diluted  common shares outstanding  increased 4% and  3%
 from the comparable periods of 2000.

 Liquidity and Capital Resources

   The Company had negative working capital of  $201,581,000 at September 30,
 2001 compared with positive working  capital of $40,270,000 at  December 31,
 2000.  The decrease is a result of all outstanding debt under  the Company's
 credit facility  being  classified as  a  current  liability as  the  credit
 facility expires  within  the  next twelve  months.    Management,  however,
 intends to have a renewed credit  facility in place prior to  the expiration
 date.   Through the  first nine  months of  the  year, operating  activities
 provided  $111,492,000  of cash.   Investment activities  used  $261,461,000
 of  cash representing  $198,645,000  used  to  acquire  the  CCN  Companies,
 purchases of fixed assets of $52,225,000 and  net  purchases  of investments
 of  $10,591,000.   Financing   activities   provided  $143,869,000  of  cash
 representing $215,000,000 in  proceeds from issuance  of long-term debt  and
 $32,031,000 in proceeds from  issuance of common  stock partially offset  by
 $102,500,000 in  repayment  of  long-term  debt and  $662,000  in  loans  to
 employees to exercise stock options (net of $838,000 in loan repayments).

   The Company has a revolving line  of credit in the amount of  $350 million
 which expires on  June 30, 2002.   The Company  borrowed $200 million  under
 this credit facility  during the third  quarter of 2001  to finance the  CCN
 acquisition.  Management  expects to  have a  new credit  facility in  place
 prior to the date the current  facility expires.  As of September  30, 2001,
 $240 million was outstanding under this facility.

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

 New Accounting Pronouncements

   Effective  January 1,  2001, the  Company adopted  Statement of  Financial
 Accounting Standards  No. 133,  "Accounting for  Derivative Instruments  and
 Hedging Activities"  ("SFAS No.  133").   SFAS  No.  133 requires  that  all
 derivative instruments be recognized as either assets or liabilities  in the
 balance sheet and  that derivative  instruments be measured  at fair  value.
 This statement also requires changes in the fair value of derivatives  to be
 recorded each period in  current earnings or comprehensive  income depending
 on the intended use of the derivatives.  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 is  effective for  the Company  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 $172 million has  not been
 amortized.  Goodwill  and intangible  assets of  approximately $102  million
 acquired in  business  combinations  completed  before  July  1,  2001  will
 continue to be amortized until December  31, 2001.  In accordance  with SFAS
 142, none  of the  Company's  $274 million  in  goodwill will  be  amortized
 beginning January 1, 2002.   The Company  expects that there  will not be  a
 transitional goodwill impairment adjustment in 2002.

   On August  16, 2001,  the FASB  issued Statement  of Financial  Accounting
 Standards  No.   143  ("SFAS   143"),  "Accounting   for  Asset   Retirement
 Obligations", which is effective for the Company January 1, 2003.   SFAS 143
 addresses financial accounting and reporting for obligations associated with
 the retirement  of  tangible  long-lived assets  and  the  associated  asset
 retirement costs.    On  October  3,  2001, the  FASB  issued  Statement  of
 Financial Accounting Standards  No. 144  ("SFAS 144"),  "Accounting for  the
 Impairment or Disposal  of Long-Lived  Assets", which is  effective for  the
 Company January 1, 2002.   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 Company is evaluating both pronouncements to
 determine their 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  ("the District")
 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 20  years.  The OIG  report included
 allegations that from  1993 to 1996,  Services, in it  role as fiscal  agent
 intermediary, made erroneous  Medicaid payments  to providers  on behalf  of
 patients no longer eligible to receive Medicaid benefits.  The  Company does
 not believe that 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 September 30, 2001  is consistent
 with the types of market risk  and amount of exposure presented in  its 2000
 Annual Report on Form 10-K.


 PART II.  Other Information

 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:

             The Company filed a  Report on  Form 8-K  dated August  16, 2001
             reporting under Item 2 the completion of the acquisition of  CCN
             Managed Care, Inc.  The Company  also filed a Report on Form  8-
             K/A dated August 16, 2001 reporting under item 7, the  financial
             statements  of  CCN  Managed  Care,  Inc.  and  the  pro   forma
             consolidated financial statements of First Health Group Corp.


<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: November 12, 2001      /s/James C. Smith
                                    ------------------------------------
                                    James C. Smith
                                    Chairman and Chief Executive Officer


      Dated: November 12, 2001      /s/Joseph E. Whitters
                                    ------------------------------------
                                    Joseph E. Whitters
                                    Chief Financial Officer
                                    (Principal Financial Officer)