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                                                                  EXHIBIT 2.05



                     FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"), 
dated as of November 5, 1998, is entered into by and between WELLPOINT HEALTH 
NETWORKS INC., a Delaware corporation ("Seller"), and FREMONT INDEMNITY 
COMPANY, a California corporation ("Purchaser").

                                       RECITALS

     A.  Seller and Purchaser have previously entered into that certain Stock 
Purchase Agreement, dated as of July 29, 1998 (the "Agreement"), pursuant to 
which Seller sold all of the issued and outstanding capital stock of Fremont 
Specialty Services, Inc., a California corporation (formerly known as UNICARE 
Specialty Services, Inc.), to Purchaser.

     B.  The Agreement provided, among other things, that Seller was to have 
delivered to Purchaser certain closing financial statements not more than 60 
days following the Closing Date, and that Purchaser and, if so desired by 
Purchaser, Purchaser's independent accountants, would be permitted during the 
succeeding 60-day period to examine certain financial and accounting books, 
records, work papers and reconciliations referenced in the Agreement.

     C.  Seller and Purchaser now desire to extend the time by which Seller 
shall deliver the closing financial statements to Purchaser and extend the 
period during which Purchaser and its independent accountants may examine the 
financial and accounting books, records, work papers and reconciliations 
referenced in the Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual 
covenants hereinafter set forth, the parties hereby agree as follows:

     1.  The first sentence of the first paragraph of clause (a) of Section 
2.2.2 is hereby amended by striking the phrase "Not more than 60 days 
following the Closing Date" and inserting in lieu thereof the following 
phrase "No later than the close of business on November 13, 1998".

     2.  The second paragraph of clause (a) of Section 2.2.2 is hereby 
amended by striking the phrase "during the succeeding 60-day period" which 
appears in the third line of said paragraph and inserting in lieu thereof the 
following phrase "until the close of the business on January 29, 1999".

     3.  The second paragraph of clause (a) of Section 2.2.2 is hereby 
amended by striking the phrase "60 days after receipt by Purchaser of the 
Closing UNICARE Balance Sheet" which appears in the ninth and tenth lines of 
said paragraph and inserting in lieu thereof the following phrase "the close 
of the business on January 29, 1999".

     4.  The third paragraph of clause (a) of Section 2.2.2 is hereby amended 
by striking the phrase "within 60 days following the Closing Date" which 
appears in the second line of said 


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paragraph and inserting in lieu thereof the phrase "by the close of business 
on November 13, 1998".

     5.  The fourth paragraph of clause (a) of Section 2.2.2 is hereby 
amended by striking the phrase "within such 60-day period" which appears in 
the first and second lines of said paragraph and inserting in lieu thereof 
the phrase "before the close of the business on January 29, 1999".

     6.  All capitalized terms used in this Amendment shall, unless otherwise 
indicated, have the meanings set forth in the Agreement.

     7.  Except as amended by this Amendment, the terms and conditions of the 
Agreement shall remain unchanged and the Agreement shall remain in full force 
and effect between the parties.

     8.  This Amendment may be executed by facsimile and/or in two or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered 
by the duly authorized officers of the parties hereto as of the date first 
above written.

                                       PURCHASER

                                       FREMONT INDEMNITY COMPANY

                                       By: /s/  Ronald A. Groden
                                           -----------------------------------
                                           Name:  Ronald A. Groden
                                           Title: Executive Vice President and
                                                  Chief Financial Officer

                                       SELLER

                                       WELLPOINT HEALTH NETWORKS INC.

                                       By: /s/  Robert A. Kelly
                                           -----------------------------------
                                           Name:  Robert A. Kelly
                                           Title: Vice President


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