EXHIBIT 10.7

                                 AMENDMENT NO. 1

                                       TO

                              EMPLOYMENT AGREEMENT


         This  Amendment  No. 1 (the  "Amendment")  to  Employment  Agreement is
hereby made and  entered  into as of this 1st day of May,  1997,  by and between
Sierra Health Services,  Inc., a Nevada corporation  (hereinafter referred to as
"Employer") and WILLIAM R. GODFREY (hereinafter referred to as "Employee").

     WHEREAS,  the Employer and Employee are parties to that certain  Employment
Agreement dated as of JULY 1, 1994 ; and

         WHEREAS,  the parties  hereto  desire to amend certain terms thereof on
the terms and conditions hereinafter set forth; and

         WHEREAS,  the  Compensation  Committee  of the  Board of  Directors  of
Employer have reviewed and approved this Amendment.

         NOW,  THEREFORE,  in consideration of the foregoing  premises,  and for
other  good and  valuable  consideration,  the  sufficiency  of which is  hereby
acknowledged, the parties hereto agree as follows:

     1. SENTENCE 1 OF PARAGRAPH 7 OF ARTICLE VII, TERMINATION OF EMPLOYMENT,  IS
HEREBY                     AMENDED                    TO                    READ
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AS FOLLOWS: ----------

                  In the event of a change in control of the  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  this  Agreement  and will be
                  entitled to twelve (12) months salary,  WHICH SHALL BE GROSSED
                  UP FOR TAXES IN AN AMOUNT NOT TO EXCEED FIFTY PERCENT (50%) OF
                  THE  TWELVE  (12)  MONTHS  SALARY,  and any  other  separation
                  compensation  and benefits as are routinely  made available to
                  other  employees  of the  Employer at the same  organizational
                  level.

     2. SENTENCE 1 OF PARAGRAPH 8 OF ARTICLE VII, TERMINATION OF EMPLOYMENT,  IS
HEREBY                     AMENDED                    TO                    READ
-----------------------------------------------------------------------------
AS FOLLOWS:

                  In the event of a change in control of the  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 of
                  Directors of Employer, Employee, at his/her sole option, shall
                  be entitled to terminate  this  Agreement and will be entitled
                  to twelve  (12) months  salary,  WHICH SHALL BE GROSSED UP FOR
                  TAXES IN AN AMOUNT NOT TO EXCEED  FIFTY  PERCENT  (50%) OF THE
                  TWELVE  (12)   MONTHS   SALARY,   and  any  other   separation
                  compensation  and benefits as are routinely  made available to
                  other  employees  of the  Employer at the same  organizational
                  level if, within one (l) year after the effective  date of the
                  change  in  control  the   Employee's   principal   duties  or
                  compensation,   including  salary  and  bonus,  is  materially
                  changed.

     3. SENTENCE 3 OF PARAGRAPH 8 OF ARTICLE VII, TERMINATION OF EMPLOYMENT,  IS
HEREBY AMENDED TO READ AS FOLLOWS:

                  In  addition,   if  the  Employee's  employment  hereunder  is
                  terminated for reasons other than those set forth in Paragraph
                  4 of this Article  within one year after the effective date of
                  a change in control  which was  approved  by a majority of the
                  Employer's  Board of Directors,  Employee shall be entitled to
                  twelve (12) months salary, WHICH SHALL BE GROSSED UP FOR TAXES
                  IN AN AMOUNT NOT TO EXCEED FIFTY  PERCENT  (50%) OF THE TWELVE
                  (12) MONTHS SALARY, and all other separation  compensation and
                  benefits as are routinely made available to other employees of
                  the Employer at the same organizational level.

     4. EFFECTIVE DATE. This Amendment shall be effective as of May 1, 1997.

     5. CONTINUED  EFFECT.  Except as otherwise  modified hereby,  the Agreement
shall continue in full force and effect.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first above written.




SIERRA HEALTH SERVICES, INC.



BY:________________________________
         Erin E. MacDonald, President


EMPLOYEE



BY:    /S/  WILLIAM R. GODFREY