EXHIBIT 10.6 (3)

                              EMPLOYMENT AGREEMENT

     This  Agreement  is made this 15th day of  November  1997,  by and  between
SIERRA  HEALTH  SERVICES,  Inc.,  a Nevada  Corporation,  of Las  Vegas,  Nevada
(hereinafter  referred to as "Employer"),  and William R. Godfrey , (hereinafter
referred to as "Employee").

                                   WITNESSETH
                  WHEREAS,  Employer is a publicly traded company engaged in the
business of providing managed health care services through subsidiary companies;
                  WHEREAS, Employee has expertise and experience in providing 
managed health care services; and,
                  WHEREAS, Employee has made and is expected to continue to make
a major  contribution  to the  profitability,  growth and financial  strength of
Employer;
                  NOW,  THEREFORE,  in  consideration of the mutual promises and
agreements hereinafter set forth, Employer and Employee agree as follows:
                                    ARTICLE I
                          EMPLOYMENT/DUTIES AND POWERS
         1. Employer  hereby  employs,  engages and hires  Employee as Executive
Vice President, Administrative Services , and Employee hereby accepts and agrees
to such hiring,  engagement and employment,  subject to the general  supervision
and direction of Employer.
      2. Employee  shall perform such duties as are assigned by the President of
Employer or his/her designee,  and shall at all times faithfully and to the best
of his/her  ability  perform  all the duties that may be required of Employee to
the  reasonable  satisfaction  of Employer.  Employee  shall exercise only those
powers for signing  contracts and conveyances in the ordinary course of business
as are expressly  authorized by Employer's President or the appropriate Board of
Directors.  Employee  further  agrees  to  participate  in  and  assist  in  the
development of quality improvement programs offered by Employer.

                                   ARTICLE II
                     TERM OF EMPLOYMENT - TERM OF AGREEMENT
      1.  The  term of  employment  governed  by  this  Agreement  shall  be for
approximately  a 2 year  period  starting  November  15,  1997  and  terminating
December 31, 1999 subject, however, to prior termination as hereinafter provided
in Article VII. Unless earlier terminated by the mutual agreement of the parties
hereto,  this Agreement shall terminate at December 31, 1999 or, if Employee has
become  entitled  to  any  benefit  under  Article  VII  due to  termination  of
employment on or before December 31, 1999,

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at such date as Employer has no further  obligations  to Employee  under Article
VII;  provided,  however,  that the  provisions of Article V and Article VI (and
this clause of Article II) shall survive any termination of this Agreement.
                                   ARTICLE III
                             COMPENSATION AND REVIEW
      1. Employer  shall pay Employee and Employee shall accept from Employer as
payment for  Employee's  services  hereunder,  compensation  in the form of base
salary in the amount as set forth in Attachment A of this Agreement,  payable at
such  times as are deemed  appropriate  by  Employer,  but not less than twice a
month, and other compensation payable under this Agreement.
      2. (a) Employer shall reimburse  Employee for all necessary and reasonable
business  expenses  incurred by Employee while performing  services  pursuant to
Employer's direction.
               (b) Employee agrees to maintain adequate records of expenses,  in
such detail as Employer may reasonably request.
      3. (a) Employee shall also be eligible for those  Employee  fringe benefit
programs,  bonus plans,  and stock  option plans as are made  available to other
employees of the corporation at the same  organizational  level, and as approved
by the Board of Directors.
               (b) Except for Employee's  vested benefits under the Supplemental
Executive  Retirement  Plan ("SERP"),  Employer may, at any time and at its sole
discretion,  amend any fringe benefit programs,  bonus programs, or stock option
programs  without  prior notice to Employee  even though such an  amendment  may
decrease the future benefits available under said programs.
      4.  Employee's  performance  shall be reviewed at least  annually based on
established job duties,  goals and objectives and other reasonable  standards as
deemed necessary and appropriate by Employer.
                                   ARTICLE IV
                                OTHER EMPLOYMENT
               Employee shall devote all of his time, attention,  knowledge, and
skills  solely to the  business  and  interest  of  Employer,  unless  otherwise
authorized  by Employer,  and  Employer  shall be entitled to all of the income,
benefits,  or profits arising from or incident to all work,  work  associations,
services,  or advice of  Employee,  unless  otherwise  authorized  in writing by
Employer.  Employee  shall not,  during the term hereof,  be  interested  in any
manner,  as  partner,  officer,  director,  advisor,  employee  or in any  other
capacity  in any other  business  similar to  Employer's  business or any allied
trade,  or obtain any interest  adverse to  Employer;  provided,  however,  that
Employee may provide advice and  consultation to other entities with the written
approval of  Employer,  and  further  provided,  however,  that  nothing  herein
contained  shall be deemed to prevent or limit the right of  Employee  to invest
any of his/her  surplus  funds in the capital  stock or other  securities of any
corporation whose stock or securities are publicly owned or are regularly traded
on any public exchange, nor shall anything herein contained be deemed to prevent
Employee from investing or limit

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Employee's right to invest his/her surplus funds in real estate.  Employee shall
complete a Conflict of Interest  form by February 15 of each  calendar  year and
submit it to Employer for review.  All  conflicts  of interest or any  potential
conflicts of interest which arise during the year must be  immediately  reported
to  Employer.  All  conflict  of  interest  concerns  must  be  resolved  to the
reasonable   satisfaction   of  Employer  as  a  condition  of  continuation  of
employment.
                                    ARTICLE V
                                BUSINESS SECRETS
      1.  Employee  shall not at any time or in any manner,  either  directly or
indirectly, divulge, disclose or communicate to any person, firm or corporation,
in any manner whatsoever, any proprietary or confidential information concerning
any  matter   affecting   or  relating  to  the  business  of  Employer  or  its
subsidiaries, including without limiting the generality of the foregoing, any of
their customers, the prices they obtain from providers or have obtained from the
sale of,  or at  which  they  sell or have  sold,  its  services,  or any  other
information  concerning  the  business of Employer  or its  subsidiaries,  their
manner of operation,  or their plans, if such a disclosure  would be detrimental
to the business interests of Employer or its subsidiaries.
      2. If Employee's employment hereunder is terminated by either party at any
time  hereafter,  then  Employee  agrees to turn over to  Employer  all  papers,
documents, working papers, correspondence, memos and any and all other documents
in  Employee's  possession  relating to or  concerning  any matter  affecting or
relating to the business of Employer or its subsidiaries.
                                   ARTICLE VI
                            NONCOMPETITION AGREEMENT
      1. Employee acknowledges that in Employee's employment hereunder, Employee
will have  continual  contacts with the groups,  members,  and providers who are
covered by or  associated  with the  managed  health  care  programs  offered by
Employer or its  subsidiaries  in Nevada and other states.  In all of Employee's
activities, Employee, through the nature of Employee's work, will have access to
and will acquire confidential information related to the business and operations
of Employer and its subsidiaries,  including, without limiting the generality of
the foregoing,  member and group lists, and confidential information relating to
processes,  plans,  methods of doing  business  and  special  needs of  doctors,
hospitals,  members,  groups,  pharmacies,  or other health care  providers  who
contract with Employer or its subsidiaries.  Employee acknowledges that all such
information  is  the  property  of  Employer  or  its  subsidiaries  solely  and
constitutes  confidential  information  of such  parties;  that  the  disclosure
thereof  would  cause  substantial  loss to the  goodwill  of  Employer  and its
subsidiaries;  that disclosure thereof to Employee is being made only because of
the position of trust and  confidence  which Employee will occupy and because of
Employee's agreement to the restrictions herein contained; that his knowledge of
these matters would enable him, on  termination  of this  Agreement,  to compete
with Employer or its subsidiaries in a manner likely to cause Employer and its

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subsidiaries  irreparable harm, and disclosure of such matters would,  likewise,
cause such harm; and that the  restrictions  imposed upon Employee  herein would
not prohibit Employee in earning a living.
      2. It is  understood  and agreed by Employee and Employer that the essence
of this Employment Agreement is the mutual covenants of the parties herein made,
that the present and future  members and groups of Employer or its  subsidiaries
will remain Employer's or its  subsidiaries'  members and groups during the term
of this Agreement and following its termination for any reason. In consideration
for the  employment and continued  employment of Employee by Employer,  and also
for the amount received by Employee as compensation, Employee hereby irrevocably
warrants, covenants, and agrees as follows:
               (a) during the term of  Employee's  employment  and after leaving
the  employment of Employer for any reason,  whether  involuntary  or voluntary,
Employee  will not take any action  whatsoever  which may or might  disturb  any
existing business relationship of Employer or its subsidiaries with any doctors,
groups, members, hospitals,  pharmacies or other health care providers in Nevada
who contract with Employer or its subsidiaries;
               (b) for a period of one (1) year after leaving the  employment of
Employer,  Employee  will not  solicit  business  from the  members or groups of
Employer or its  subsidiaries  in Nevada,  or in any manner disrupt any business
relationship  Employer or its subsidiaries  has with any contracted  health care
provider  in  Nevada  with whom  Employee  came in  contact  as an  employee  of
Employer.
               (c) for a period of one (1) year after leaving the  employment of
Employer, Employee will not, either directly or indirectly, work for any present
or future  competitors  of Employer  operating in the state of Nevada who in any
manner offer any managed health care programs, insurance coverage, or administer
health care claims for employers.  Such competitors  shall include,  but are not
limited to, HMOs, PPOs, insurance companies,  utilization  management companies,
or third party administrators.
      3. The one (1) year period specified in this Article will be tolled during
any period of breach of any of the terms of Article VI by Employee.
      4.  Employee  agrees  that in the  event of a  breach  of any term of this
Agreement,  and more particularly,  in the event of a breach of any of the terms
and  provisions of Article VI,  Employer shall be entitled to secure an order in
any suit brought for that purpose to enjoin  Employee from  violating any of the
provisions of the  Agreement  and that,  pending the hearing and the decision on
the  application  for such  order,  Employer  shall be  entitled  to a temporary
restraining  order without  prejudice to any other remedy available to Employer,
all at the expense of Employee should Employer prevail in such action.  Employee
understands  that  the  covenants  of  this  Article  are  the  essence  of this
Employment  Agreement,  and without which no Employment  Agreement with Employee
would be entered into by Employer.
      5. The  provisions  of Article VI shall in no event be  construed to be an
exclusive  remedy and such remedy shall be held and  construed to be  cumulative
and not exclusive of any rights or remedies, whether

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in law or equity, otherwise available under the terms of this Agreement or under
the laws of the United States or the state of Nevada.
      6. The covenants and agreements  made by Employee in this Article VI shall
be construed as an agreement independent of any other provision in the Agreement
and the existence of any claim or cause of action by Employee against  Employer,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the enforcement by Employer,  by injunctive  relief or otherwise,  of
the  provisions of Article VI. The  invalidity of all or any part of any section
or paragraph of this Article VI shall not render  invalid the  remainder of this
Article or any section hereof.
      7. No failure or failures on the part of Employer to enforce any violation
by Employee  of this  Noncompetition  agreement,  shall  constitute  a waiver of
Employer's rights thereafter to enforce all of the terms, covenants,  provisions
and agreements herein contained.
                                   ARTICLE VII
                            TERMINATION OF EMPLOYMENT
      1.  Termination of employment by either  Employer or Employee shall follow
established Sierra Health Services Policies and Procedures including appropriate
notice, except as otherwise specifically set forth in this Article.
      2. Employee may terminate  employment hereunder with sixty (60) days prior
written notice. If Employee shall voluntarily  terminate employment all eligible
separation  compensation  and benefits as are routinely  made available to other
employees of Employer at the same  organizational  level,  shall be paid or made
available to Employee.  3. If Employer  shall  terminate  Employee's  employment
hereunder  without  cause,  except as otherwise set forth in Paragraph 7 of this
Article,  Employee  shall be entitled to twelve (12) months salary and all other
separation  compensation  and benefits as are routinely  made available to other
employees  of  Employer  at the  same  organizational  level.  4.  In the  event
Employee's  employment hereunder terminates for any reason other than for cause,
including  those reasons set forth in Paragraph 6 of this Article,  Employee and
his/her family shall be eligible to remain covered under Employer's  health care
coverage program, at no expense, for a period of time equal to Employee's length
of  service  or until  Medicare  eligible,  whichever  occurs  first,  following
termination of such employment.
               5.  Notwithstanding  any other provision in this Agreement to the
contrary,  Employee  hereby  agrees  that  any  separation  compensation  due to
Employee,  other than accrued vacation, shall be paid out 25% after the first 90
days, 37 1/2% after the first 180 days,  and the remaining 37 1/2% at the end of
365 days,  except in the event of a change in control.  Payment of such  amounts
shall fully release Employer from any and all liability of Employer  relating to
this Agreement or the employment  hereunder.  Any payments of such amounts which
would otherwise be payable after a change in control,  or arising as a result of
a change in control, shall

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be made in a lump sum within five (5) business  days  following  the date of the
change in control and shall,  except as otherwise  provided in any other benefit
program or in this Agreement,  fully release Employer from any and all liability
of Employer relating to this Agreement or the employment hereunder.
      6. If Employer  shall  terminate  Employee's  employment due to Employee's
conduct that is materially  detrimental  to the Company's  reputation,  business
relationships,  or for  misappropriation of Employer's funds,  Employee shall be
eligible for four (4) weeks  salary and any other  separation  compensation  and
benefits as are routinely made  available to other  employees of Employer at the
same  organizational  level,  as full and final  payment  under this  Agreement.
Payment of such amounts shall fully release  Employer from any and all liability
of Employer relating to this Agreement or the employment hereunder.
      7. (a) If Employee is unable to perform  Employee's duties  hereunder,  by
reason of illness or  incapacity  of any kind,  for a period of more than twelve
(12) months in excess of accrued sick leave, Employee's employment hereunder may
be  terminated  by Employer at its  absolute  discretion  with one week of prior
written notice.
               (b) If  Employee's  illness or incapacity  shall have ended,  and
Employee  shall have  assumed  Employee's  duties  hereunder,  prior to the date
specified  in the notice of  termination,  Employee  shall be entitled to resume
Employee's employment hereunder as if such notice had not been given.
               8. In the event of a change in control of  Employer,  whereby any
"person"  (as  such  term  is used  in  Sections  3(a)(9)  and  13(d)(3)  of the
Securities Exchange Act of 1934) is or becomes the beneficial owner, directly or
indirectly,  of securities of Employer  representing 51% or more of the combined
voting power of the then outstanding  securities of Employer, and such change in
control was not  approved by a majority of the Board of  Directors  of Employer,
Employee,  at his/her  sole  option,  shall be  entitled  to  terminate  his/her
employment  hereunder  and,  upon such  termination,  will be entitled to a cash
amount equal to (2.99) times  Employee's  current  salary and the target  annual
bonus for which Employee is eligible in the year of  termination,  together with
any other  separation  compensation and benefits as are routinely made available
to other  employees  of Employer at the same  organizational  level.  Employee's
right to  terminate  under this  Paragraph 8 may be exercised at the time of the
change in control or at any time  within two years  after the change in control,
including  upon  receipt of any notice that  Employer  has elected to  terminate
Employee's employment without cause during such two-year period. Payment of such
amounts shall be made in a lump sum within five (5) business days  following the
date such  amounts  become  payable  hereunder  and shall,  except as  otherwise
provided  in any other  benefit  program  or in this  Agreement,  fully  release
Employer  from any and all liability of Employer  relating to this  Agreement or
the employment hereunder.
      9. In the event of a change in control of  Employer,  whereby any "person"
(as  such  term is used in  Sections  3(a)(9)  and  13(d)(3)  of the  Securities
Exchange  Act  of  1934)  is  or  becomes  the  beneficial  owner,  directly  or
indirectly,  of securities of Employer  representing 51% or more of the combined
voting power of the then outstanding  securities of Employer, and such change in
control is approved by a majority of the Board

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of Directors of Employer, Employee, at his/her sole option, shall be entitled to
terminate  his/her  employment  hereunder  and, upon such  termination,  will be
entitled to a cash amount equal to (2.99) times  Employee's  current  salary and
the  target  annual  bonus  for  which  Employee  is  eligible  in the  year  of
termination, together with any other separation compensation and benefits as are
routinely   made   available  to  other   employees  of  Employer  at  the  same
organizational  level,  if, within two (2) years after the effective date of the
change  in  control  any one of the  following  occurs:  (a) the  assignment  to
Employee of any duties  inconsistent with Employee's position (including status,
offices,   titles,   and  reporting   requirements),   authority,   duties,   or
responsibilities  or any other  action by the Company that results in a material
diminution in such position,  authority, duties, or responsibilities,  excluding
for this  purpose an action not taken in bad faith and that is  remedied  by the
Company  within 10 days  after  receipt  of written  notice by  Employee;  (b) a
reduction in Employee's  annual base salary or target bonus;  (c) the relocation
of the Company's  principle  executive  offices to a location more than 75 miles
from the current  location  of such  offices or (d), in the event such change in
control  occurs  within the final two years prior to the calendar date stated as
the  termination  date of the  Agreement  in Article  II, and if,  prior to such
stated termination date and prior to termination of Employee's  employment,  the
Company has not offered to enter into an extension of this employment  agreement
or a new employment  agreement  providing benefits  substantially equal to those
under this  agreement  for a term to extend  until at least two years  after the
date of such change in control. In addition,  if Employee's employment hereunder
is  terminated  for  reasons  other than those set forth in  Paragraph 6 of this
Article  within two (2) years  after the  effective  date of a change in control
which was  approved by a majority of  Employer's  Board of  Directors,  Employee
shall be entitled  to a cash amount  equal to (2.99)  times  Employee's  current
salary and the target annual bonus for which Employee is eligible in the year of
termination, together with all other separation compensation and benefits as are
routinely   made   available  to  other   employees  of  Employer  at  the  same
organizational level. Payment of such amounts shall be made in a lump sum within
five (5) business days following the date such amounts become payable hereunder,
and shall,  except as otherwise provided in any other benefit program or in this
Agreement,  fully  release  Employer  from  any and all  liability  of  Employer
relating to this Agreement or the employment hereunder.
      10. Anything contained herein to the contrary notwithstanding in the event
that Employer shall discontinue  operation of Employer other than as a result of
a merger, consolidation or acquisition,  then this Agreement shall terminate and
the provisions of Article VI shall  terminate as of the last day of the month in
which Employer  ceases  operation with the same force and effect as if such last
day of the month were originally set as the termination date hereof.
      11. Any amounts  payable  under this  Article VII shall also be payable to
Employee in the event  Employee is  terminated  without  cause during the 90-day
period prior to a Change in Control.
      12.  Whether  or not  Employee  becomes  entitled  to any  payments  under
Paragraphs  1 through  11 of this  Article  VII,  if any  payments  or  benefits
received, or to be received, by Employee (including the

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vesting  of any  option  and other  non-cash  benefits  and  property),  whether
pursuant to any provision of this  Agreement or any other plan,  arrangement  or
agreement  with  Employer or any  affiliated  company,  excluding  the  Gross-Up
Payment   described   herein  (such  payments  and  benefits  being  the  "Total
Payments"),  will be subject to any excise tax imposed under section 4999 of the
Internal Revenue Code of 1986, as amended (such excise tax, including  penalties
and interest thereon, being the "Excise Tax"), Employer shall pay to Employee an
additional amount (the "Gross-Up  Payment") such that the net amount retained by
Employee,  after  reduction  for any  Excise Tax on the Total  Payments  and any
federal and Excise Tax on the Gross-Up Payment, shall be equal to the sum of (i)
the Total  Payments plus (ii) any  deductions  disallowed for federal income tax
purposes  because  of the  inclusion  of the  Gross-Up  Payment  in  Executive's
adjusted gross income  multiplied by the  Executive's  highest  marginal rate of
federal income  taxation for the calendar year in which the Gross-Up  Payment is
to be made.
                                  ARTICLE VIII
                                EFFECT OF WAIVER
      The waiver by either party of a breach of any provision of this  agreement
shall not operate or be construed as a waiver of any subsequent breach thereof.
                                   ARTICLE IX
                         ACTUAL ATTORNEY'S FEES EXPENDED
      Employer and Employee  agree that all  attorneys  fees  expended by either
party in any dispute,  arbitration or litigation  concerning this Agreement will
be paid by the losing party in that dispute, arbitration or litigation.
                                    ARTICLE X
                                     NOTICE
      Any and all notices referred to herein shall be sufficient if furnished in
writing, sent by registered mail to the representative  parties at the addresses
subscribed below their signatures to this Agreement.
                                   ARTICLE XI
                                   ASSIGNMENT
      The rights,  benefits and  obligations  of Employee  under this  Agreement
shall be assignable,  and all covenants and agreements  hereunder shall inure to
the  benefit  of and be  enforceable  by or  against  Employer's  successors  or
assigns.
                                   ARTICLE XII
                                ENTIRE AGREEMENT
      This Agreement contains the entire Agreement between the parties,  and the
parties hereby agree that no other oral  representations or agreements have been
entered into in connection with this transaction.

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                                  ARTICLE XIII
                                    AMENDMENT
      No amendment or modification of this Agreement shall be deemed  effective,
unless or until, it is executed in writing by the parties hereto.
                                   ARTICLE XIV
                                    VALIDITY
      This Agreement, having been executed and delivered in the State of Nevada,
its validity,  interpretation,  performance and enforcement  will be governed by
the laws of that state.
                                   ARTICLE XV
                                  SEVERABILITY
      It is mutually agreed that all of the terms,  covenants,  provisions,  and
agreements  contained  herein are  severable  and that, in the event any of them
shall be held to be invalid by any  competent  court,  this  Agreement  shall be
interpreted as if such invalid term, covenant,  provision, or agreement were not
contained herein.
                                   ARTICLE XVI
                                      FORUM
      The  parties  hereto  consent  and agree that any  action to enforce  this
Agreement  or any  provision  therein  or any  rights  hereunder  or any  action
relating to the  employment of Employee  with  Employer  shall be brought in the
State of Nevada.
                                  ARTICLE XVII
                                 INDEMNIFICATION
                  Employer  shall  indemnify  Employee  whether  or not  then in
office,   to  the  fullest  extent  provided  for  in  Employer's   Articles  of
Incorporation or Bylaws, as in effect, or as may thereafter be amended, modified
or revised from time to time (collectively, "Employer's Articles"), or permitted
under the law of Nevada or such other state in which  Employer may  hereafter be
domiciled,  against any and all costs, claims,  judgments,  fines,  settlements,
liabilities,  and fees or expenses  (including,  without limitation,  reasonable
attorneys' fees) incurred in connection with any proceedings  (including without
limitation,  threatened  actions,  suits or  investigations)  arising out of, or
relating to, Employee's actions or in actions as a director, officer or employee
of  Employer  at any point  during his  employment  by or  service to  Employer,
whether under this Agreement,  any prior employment agreements or otherwise. The
indemnification  contemplated  under this Section  shall be provided to Employee
unless, at the time  indemnification is sought,  such  indemnification  would be
prohibited under the law of Nevada or of the state in which Employer may then be
domiciled; Employer may rely on the advice of its counsel in determining whether
indemnification is so prohibited.


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      IN WITNESS WHEREOF, the parties have executed this Agreement at Las Vegas,
 Nevada, on the day of , 19 .


SIERRA HEALTH SERVICES, INC.

By:______________________________
               President
               P. O. Box 15645
               Las Vegas, NV 89114-5645


EMPLOYEE

By:______________________________
               William R. Godfrey
               9517 Coral Way
               Las Vegas, NV  89117



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