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EXHIBIT 10.8A
                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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     This First Amendment dated as of September 27, 1996 is to the Employment
Agreement between Value Health, Inc. (the "Company") and Paul M. Finigan (the
"Executive"), dated as of March 1, 1994 ("Employment Agreement").

                              W I T N E S S E T H
                              - - - - - - - - - -

     WHEREAS, the Company and the Executive desire to amend the Employment
Agreement as follows, as permitted under Section 13 of the Employment Agreement:

     1.   Section 7 of the Employment Agreement is hereby deleted and the
following is added in its place:

          7.   TERMINATION AFTER A STRATEGIC TRANSACTION.  In the event of a
               "Strategic Transaction" of the Company (as defined in Section 16
               of this Agreement), if, within twenty-four (24) months following
               the closing of such Strategic Transaction (or at any time prior
               thereto but in contemplation thereof): (i) the Executive is
               terminated without cause; (ii) the Executive is not retained in
               an executive position of responsibility, authority and
               compensation comparable in all material respects to the position
               of the Executive immediately prior to the Strategic Transaction;
               (iii) the Executive does not retain all rights and privileges
               accorded under this Agreement as a result of the Strategic
               Transaction; (iv) the Executive terminates his employment with
               the Company due to either a material reduction in responsibility,
               authority or compensation, or a requirement that the Executive
               relocate, each on account of the Strategic Transaction; then the
               Executive shall receive within five (5) business days following
               the date of termination, a lump sum payment (less all amounts
               required to be withheld and deducted) equal to 2.5 times the sum
               of the Executive's then current base compensation and annual
               performance bonus at the target level for the year in which such
               termination occurs, and the Executive shall be deemed to have
               been terminated without cause for purposes of Section 6.  In
               addition, in the event of a termination of the Executive in
               accordance with the preceding sentence: (i) the Executive shall
               receive the same health benefits available to Company executives,
               upon the same terms and conditions and at the same cost to the
               Executive, for the lesser of one (1) year from the date of
               termination or the first day of the first month in which the
               Executive obtains new employment providing health benefits
               coverage; and (ii) unvested stock options or stock awards granted
               to the Executive under the 1991 Stock Plan shall become fully
               vested as of the termination date.

     2.   Section 16 is hereby added to the Employment Agreement to read in its
entirety as follows:

               16.  STRATEGIC TRANSACTION. A Strategic Transaction shall be
                    deemed to occur if at any time during the term of this
                    Agreement any of the following events occur:

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          (i)  The Company is merged, consolidated or reorganized into or with
               another corporation or other legal person, and as a result of
               such merger, consolidation or reorganization, less than 50% of
               the combined voting power of the then-outstanding securities of
               such corporation or person immediately after such transaction are
               held in the aggregate by the holders of Voting Stock (as that
               term is hereafter defined) of the Company immediately prior to
               such transaction;

         (ii)  The Company sells or otherwise transfers all or substantially all
               of its assets to any other corporation or other legal person, and
               as a result of such sale or transfer, less than 50% of the
               combined voting power of the then-outstanding voting securities
               of such corporation or person are held in the aggregate by the
               holders of Voting Stock of the Company immediately prior to such
               sale;

        (iii)  There is a report filed on Schedule 13D or Schedule 14D-1 (or any
               successor schedule, form or report), each as promulgated pursuant
               to the Securities Exchange Act of 1934 (the "Exchange Act"),
               disclosing that any person as the term "person" is used in
               Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has
               become the beneficial owner (as the term "beneficial owner" is
               defined under Rule 13d-3 or any successor rule or regulation
               promulgated under the Exchange Act) of securities representing
               20% or more of the combined voting power of the then-outstanding
               securities of the Company entitled to vote generally in the
               election of members of the Board of Directors of the Company
               ("Voting Stock");

         (iv)  The Company files a report or proxy statement with the Securities
               and Exchange Commission pursuant to the Exchange Act disclosing
               in response to Form 8-K or Schedule 14A (or any successor
               schedule, form or report or item therein) that a strategic
               transaction of the Company has or may have occurred or will or
               may occur in the future pursuant to any then-existing contract or
               transaction;

          (v)  If during the period of two (2) consecutive years individuals who
               at the beginning of any such period constitute the members of the
               Board of Directors of the Company (the "Directors") cease for any
               reason to constitute at least a majority thereof unless the
               election, or the nomination for election by the Company's
               shareholders, of each Director first elected during such period
               was approved by a vote of at least two-thirds of the Directors
               then still in office who were Directors at the beginning of any
               such period (excluding for this purpose the election of any new
               Director in connection with an actual or threatened election of
               proxy contest);

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         (vi)  The Company: (i) sells at least 85% of the assets or outstanding
               stock of a subsidiary to an unrelated party (or completes a
               transaction having a similar effect), (ii) distributes all or
               substantially all of the common stock of a subsidiary as a
               dividend to stockholders of the Company; or (iii) sells voting
               stock of a subsidiary in an underwritten public offering.

     3.   Section 3 of the Employment Agreement is hereby amended by replacing
the first sentence thereof with the following:

               The Company shall pay the Executive base compensation for his
               services at an annual rate of $250,000.

     4.   Section 3 of the Employment Agreement is hereby further amended by
adding the following at the end thereof:

               Within two (2) weeks after closing of the first Strategic
               Transaction, the Executive shall be awarded an additional
               discretionary bonus determined by the Chief Executive Officer of
               the Company, that shall be no less than $1,500,000.

     5.   Section 17 is hereby added to the Employment Agreement to read in its
entirety as follows:

          17.  Indemnification.  If there is a final determination that any 
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          portion of the amounts payable to the Executive under the Employment
          Agreement constitutes an "excess parachute payment" as such term is
          used in Section 280G and 4999 of the Internal Revenue Code, then the
          Company shall pay to the Executive an additional sum such that after
          all taxes applicable to the receipt of such amount have been
          subtracted therefrom, the remaining amount will equal the sum of the
          amount of the tax imposed with respect to the "excess parachute
          payment", plus any interest and penalties thereon.

     6.   The Employment Agreement, except as herein amended, is hereby
ratified, confirmed and approved in all respects.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as of the date written above.

                                         Signed on behalf of
                                         Value Health, Inc.

                                         _________________________________


                                         __________________________________
                                         Signed by Paul M. Finigan

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