EXHIBIT 10.5


                                           SIERRA HEALTH SERVICES, INC.
                                      1995 NON-EMPLOYEE DIRECTORS' STOCK PLAN
                                   As Amended and Restated through May 18, 1998

     1. Purpose.  The purpose of this 1995  Non-Employee  Directors'  Stock Plan
(the "Plan") of Sierra Health  Services,  Inc. (the "Company") is to advance the
interests  of the Company and its  stockholders  by providing a means to attract
and retain highly  qualified  persons to serve as non-employee  directors of the
Company and to promote  ownership  by such  directors  of a greater  proprietary
interest in the Company, thereby aligning such directors' interests more closely
with the interests of stockholders of the Company.

     2.  Definitions.  In addition to terms defined  elsewhere in the Plan,  the
following terms are defined as set forth below:

     (a) "Code" means the Internal Revenue Code of 1986, as amended from time to
time. References to any provision of the Code include regulations thereunder and
successor provisions and regulations thereto.

     (b) "Change of Control"  means a transaction  or event in which,  after the
effective date of the Plan, (i) the Company shall merge or consolidate  with any
other corporation and shall not be the surviving  corporation;  (ii) the Company
shall transfer all or  substantially  all of its assets to any other person;  or
(iii) any person shall have become the beneficial  owner of more than 50% of the
voting power of outstanding voting securities of the Company.

     (c) "Deferred Stock" means the credits to a Participant's  deferral account
under  Section 7, each of which  represents  the right to  receive  one share of
Stock upon settlement of the deferral account.  Deferral accounts,  and Deferred
Stock  credited  thereto,  are maintained  solely as bookkeeping  entries by the
Company evidencing unfunded obligations of the Company.

     (d) "Exchange Act" means the  Securities  Exchange Act of 1934, as amended.
References  to any provision of the Exchange Act include  rules  thereunder  and
successor provisions and rules thereto.

     (e) "Fair Market Value" of Stock means,  as of any given date,  the closing
sale price of a share of Stock  reported in the table  entitled  "New York Stock
Exchange  Composite  Transactions"  contained in The Wall Street  Journal (or an
equivalent  successor  table)  for such  date or, if no such  closing  price was
reported for such date,  for the most recent  trading day prior to such date for
which such closing price was reported.

     (f) "Option"  means the right,  granted to a director  under  Section 6, to
purchase a specified

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     number of shares of Stock at the specified  exercise  price for a specified
period of time under the Plan. All Options will be non-qualified stock options.

     (g) "Participant"  means a director of the Company who is granted an Option
or who receives fees in the form of Stock or defers fees in the form of Deferred
Stock under the Plan.

     (h) "Retirement"  means a Participant  ceasing to serve as a director at or
after reaching age 75, other than due to death.

     (i) "Stock"  means the Common  Stock,  $.005 par value,  of the Company and
such other  securities as may be substituted for Stock or such other  securities
pursuant to Section 8.

     3. Shares  Available  Under the Plan.  Subject to adjustment as provided in
Section  8, the  total  number of shares of Stock  reserved  and  available  for
issuance  under the Plan is 90,000.  Such shares may be authorized  but unissued
shares, treasury shares, or shares acquired in the market for the account of the
Participant.  For  purposes  of the  Plan,  shares  that may be  purchased  upon
exercise of an Option or delivered in settlement  of Deferred  Stock will not be
considered to be available  after such Option has been granted or Deferred Stock
credited,  except for  purposes of issuance  in  connection  with such Option or
Deferred  Stock;  provided,  however,  that, if an Option expires for any reason
without having been  exercised in full,  the shares  subject to the  unexercised
portion of such Option will again be available for issuance under the Plan.

     4.  Administration  of the Plan. The Plan will be administered by the Board
of  Directors of the Company;  provided,  however,  that any action by the Board
relating to the Plan will be taken only if, in  addition  to any other  required
vote,  such  action is  approved  by the  affirmative  vote of a majority of the
directors who are not then eligible to participate in the Plan.

     5.  Eligibility.  Each director of the Company who, on any date on which an
Option is to be  granted  under  Section 6 or on which fees are to be paid which
could be received in the form of Stock or deferred in the form of Deferred Stock
under  Section 7, is not an  employee of the  Company or any  subsidiary  of the
Company will be eligible,  at such date, to be granted an Option under Section 6
or receive fees in the form of Stock or defer fees in the form of Deferred Stock
under Section 7. No person other than those  specified in this Section 5 will be
eligible to participate in the Plan.

     6.  Options.  An Option to  purchase  7,500  shares  of Stock,  subject  to
adjustment  as  provided  in Section 8, will be  automatically  granted (i) to a
person who is first  elected or  appointed  to serve as a member of the Board of
Directors of the Company  after the  effective  date of the Plan, on the date of
such  election  or  appointment,  if such  director is eligible to be granted an
Option at that date,  and (ii) to each member of the Board of  Directors  of the
Company on January 20, 1996 and on each January 20  thereafter  if such director
is  eligible  to be  granted an Option at that date and has not  otherwise  been
granted an Option under this Section 6 during the six-month  period prior to and
including the date the Option would otherwise be granted hereunder. Options will
be subject to the

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following terms and conditions:

     (a) Exercise Price. The exercise price per share of Stock  purchasable upon
exercise of an Option will be equal to 100% of the Fair Market Value of Stock on
the date of grant of the Option.

     (b) Option Expiration. A Participant's Option will expire at the earlier of
(i) ten  years  after  the  date of  grant,  (ii) one  year  after  the date the
Participant  ceases  to  serve  as a  director  of the  Company  due  to  death,
disability,  or Retirement,  or (iii) six months after the Participant ceases to
serve as a director of the Company for any reason  other than death,  disability
or Retirement;  provided,  however, that, if the Participant dies during the one
year after  ceasing to serve as a director due to  disability  or  Retirement or
during the six months  after  ceasing to serve as a director  for reasons  other
than disability or Retirement, the expiration shall be delayed until the earlier
of one year after the  Participant's  death or ten years after the date of grant
of the Option.

     (c) Exercisability.  Each Option will become cumulatively exercisable as to
20% of the shares of Stock  subject to such  Option on each  anniversary  of the
date of grant; provided,  however, that a Participant's Option, to the extent it
has not previously become  exercisable,  will become immediately  exercisable in
full (i) at the time the Participant  ceases to serve as a director due to death
or  disability,  (ii) at the date six  months  prior  to the  expiration  of the
Participant=s  term of office as a director  during  which term the  Participant
reaches  age 75, if the  Participant  continues  to serve as a director  at such
vesting  date,  or (iii),  in the case of an Option  granted  six months or more
prior to a Change of Control, upon such Change of Control; and provided further,
that a Participant's  Option may be exercised  after the  Participant  ceases to
serve as a director  only to the extent  that the Option was  exercisable  at or
before the date he or she ceased to be a director.

     (d) Method of Exercise.  A Participant may exercise an Option,  in whole or
in part,  at such  time as it is  exercisable  and prior to its  expiration,  by
giving  written  notice of exercise to the Secretary of the Company,  specifying
the Option to be  exercised  and the number of shares of Stock to be  purchased,
and  paying  in full the  exercise  price in cash  (including  by  check)  or by
surrender of shares of Stock already owned by the Participant (except for shares
acquired  from the Company by exercise of an option less than six months  before
the date of surrender)  having a Fair Market Value at the time of exercise equal
to the exercise price, or by a combination of cash and Stock.

     7. Receipt of Stock or Deferred Stock in lieu of Fees. Each director of the
Company  may,  in lieu of receipt of fees in his or her  capacity  as a director
(including  annual retainer fees for service on the Board, fees for service on a
Board  committee,  fees for service as chairman  of a Board  committee,  and any
other fees paid to directors) in cash, receive such fees in the form of Stock or
defer receipt of such fees in the form of Deferred Stock in accordance with this
Section 7;  provided,  however,  that such  director  is eligible to do so under
Section 5 at the date any such fee is otherwise payable.

     (a)  Elections.  Each  director  who  elects  to  receive  fees for a given
calendar year in the form of

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     Stock or to defer  fees in the form of  Deferred  Stock  for such year must
file an  irrevocable  written  election  with the Secretary of the Company on or
before such filing  deadline as may be  specified  by the  Secretary;  provided,
however,  that any newly elected or appointed  director may file an election not
later than 30 days after the date such person first became a director,  in which
case such election shall apply to fees payable for services  performed after the
date of such filing.  An election by a director shall be deemed to be continuing
and therefore applicable to subsequent Plan years unless the director revokes or
changes  such  election by filing a new  election  form by the due date for such
form specified in this Section 7(a). The election must specify the following:

     (i) A percentage of fees to be received in the form of Stock or deferred in
the form of Deferred Stock under the Plan; and

     (ii) In the  case  of a  deferral,  the  period  or  periods  during  which
settlement of Deferred  Stock will be deferred  (subject to such  limitations as
may be specified by counsel to the Company).

     If required in order that transactions under this Section 7 shall be exempt
under Rule  16b-3(d),  elections  under this  Section 7 shall be reviewed by the
Board of Directors and  resulting  transactions  approved,  for purposes of Rule
16b-3 under the Exchange  Act, at the Board's  first meeting at or following the
date by which the  election  has  become  irrevocable;  failure  of the Board to
approve transactions resulting from elections shall not, however, invalidate the
elections or preclude such transactions.

     (b)  Payment  of Fees in the Form of Stock.  At any date on which  fees are
payable to a  Participant  who has  elected to receive  such fees in the form of
Stock, the Company will issue to such Participant,  or to an account  maintained
by a third party and designated by such Participant, a number of shares of Stock
having an  aggregate  Fair  Market  Value at that date equal to the fees,  or as
nearly as possible  equal to the fees (but in no event  greater  than the fees),
that would have been payable at such date but for the Participant's  election to
receive  Stock in lieu  thereof.  If the Stock is to be  credited  to an account
maintained by the Participant and to the extent reasonably  practicable  without
requiring  the actual  issuance of  fractional  shares,  the Company shall cause
fractional  shares to be credited to the  Participant's  account.  If fractional
shares are not so credited,  any part of the Participant's  fees not paid in the
form of whole shares of Stock will be payable in cash to the Participant (either
separately or included in a subsequent  payment of fees,  including a subsequent
payment of fees subject to an election under this Section 7).

     (c)  Deferral  of Fees in the Form of  Deferred  Stock.  The  Company  will
establish a deferral  account for each  Participant  who elects to defer fees in
the form of Deferred  Stock under this  Section 7. At any date on which fees are
payable to a  Participant  who has elected to defer fees in the form of Deferred
Stock, the Company will credit such Participant's deferral account with a number
of shares of  Deferred  Stock  equal to the number of shares of Stock  having an
aggregate Fair Market Value at that date equal to the fees that otherwise  would
have been  payable  at such  date but for the  Participant's  election  to defer
receipt of such fees in the form of Deferred Stock. The amount of

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     Deferred Stock so credited shall include fractional shares calculated to at
least three decimal places.

     (d)  Crediting  of Dividend  Equivalents.  Whenever  dividends  are paid or
distributions  made with respect to Stock,  a Participant to whom Deferred Stock
is then  credited in a deferral  account  shall be  entitled  to be receive,  as
dividend  equivalents,  an amount  equal in value to the amount of the  dividend
paid or property distributed on a single share of Stock multiplied by the number
of shares of Deferred Stock (including any fractional  share) credited to his or
her deferral  account as of the record date for such  dividend or  distribution.
Such  dividend  equivalents  shall be  credited  to the  Participant's  deferral
account as a number of shares of  Deferred  Stock  determined  by  dividing  the
aggregate value of such dividend equivalents by the Fair Market Value of a share
of Stock at the payment date of the dividend or distribution.

     (e) Settlement of Deferred Stock. The Company will settle the Participant's
deferral  account by delivering to the Participant (or his or her beneficiary) a
number of shares of Stock equal to the number of whole shares of Deferred  Stock
then  credited to his or her  deferral  account  (or a specified  portion in the
event of any partial  settlement),  together with cash in lieu of any fractional
share  remaining  at a time that less than one whole share of Deferred  Stock is
credited to such deferral account.  Such settlement shall be made at the time or
times specified in the  Participant's  election filed in accordance with Section
7(a);  provided,  however,  that a Participant  may further defer  settlement of
Deferred Stock if counsel to the Company  determines that such further  deferral
likely  would  be  effective  under  applicable  federal  income  tax  laws  and
regulations.

     (f) Designation of Beneficiary.  Each Participant may designate one or more
beneficiaries  to  receive  the  amounts  distributable  from the  Participant's
deferral  account under the Plan in the event of such  Participant's  death, and
the  terms of any such  distribution,  on forms  provided  by the  Company.  The
Company may rely upon the beneficiary  designation last filed in accordance with
this Section 7(f).

     (g) Nonforfeitability. The interest of each Participant in any fees paid in
the form of Stock or Deferred Stock (and any deferral account relating  thereto)
at all times will be nonforfeitable.

8.       Adjustment Provisions.

     (a) Corporate  Transactions and Events. In the event any  recapitalization,
reorganization,   merger,  consolidation,   spin-off,  combination,  repurchase,
exchange of shares or other  securities  of the Company,  stock split or reverse
split,  stock  dividend,  other  special,  large,  and  non-recurring  dividend,
liquidation,  dissolution,  or  other  similar  corporate  transaction  or event
affects the Stock such that an  adjustment  is  appropriate  in order to prevent
dilution or enlargement  of each  Participant's  rights under the Plan,  then an
adjustment shall be made, in a manner that is proportionate to the change to the
Stock and  otherwise  equitable,  in (i) the  number and kind of shares of Stock
remaining  available  for issuance  under the Plan,  (ii) the number and kind of
shares of Stock to be subject to each automatic grant of an Option under Section
6, (iii) the number and kind of

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     shares of Stock issuable upon exercise of outstanding  Options,  and/or the
exercise  price per share thereof  (provided  that no fractional  shares will be
issued  upon  exercise  of any  Option),  (iv) the kind of shares of Stock to be
issued in lieu of fees under Section 7, and (v) the number and kind of shares of
Stock to be issued  upon  settlement  of  Deferred  Stock  under  Section 7. The
foregoing notwithstanding, no adjustment may be made hereunder except as will be
necessary to maintain the  proportionate  interest of the Participant  under the
Plan and to preserve,  without exceeding,  the value of outstanding  Options and
potential grants of Options.

     (b) Insufficient Number of Shares. If at any date an insufficient number of
shares of Stock are available  under the Plan for the automatic grant of Options
or the  receipt of fees in the form of Stock or  deferral of fees in the form of
Deferred  Stock  at that  date,  Options  will  first be  automatically  granted
proportionately  to each  eligible  director,  to the  extent  shares  are  then
available  (provided  that no fractional  shares will be issued upon exercise of
any Option) and  otherwise as provided  under Section 6, and then, if any shares
remain  available,  fees shall be paid in the form of Stock or  deferred  in the
form  of  Deferred  Stock  proportionately  among  directors  then  eligible  to
participate  to the extent  shares are then  available and otherwise as provided
under Section 7.

     9. Changes to the Plan. The Board of Directors may amend,  alter,  suspend,
discontinue,  or terminate the Plan or authority to grant Options or pay fees in
the form of Stock or  Deferred  Stock  under the Plan  without  the  consent  of
stockholders  or  Participants,  except that any amendment or alteration will be
subject to the  approval  of the  Company's  stockholders  at or before the next
annual  meeting of  stockholders  for which the record date is after the date of
such Board  action if such  stockholder  approval  is required by any federal or
state  law or  regulation  or the  rules  of any  stock  exchange  or  automated
quotation  system,  and the Board may  otherwise  determine to submit other such
amendments or alterations to stockholders for approval; provided, however, that,
without the consent of an affected  Participant,  no such action may  materially
impair the rights of such  Participant  with respect to any  previously  granted
Option or any previous  payment of fees in the form of Stock or deferral of fees
in the form of Deferred Stock.


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10.      General Provisions.

     (a) Agreements. Options, Deferred Stock, and any other right under the Plan
may be evidenced by  agreements or other  documents  executed by the Company and
the  Participant  incorporating  the terms and conditions set forth in the Plan,
together with such other terms and conditions not inconsistent with the Plan, as
the Board of Directors may from time to time approve.

     (b) Compliance with Laws and Obligations. The Company will not be obligated
to issue or deliver shares of Stock in connection with any Option, in payment of
any directors' fees, or in settlement of Deferred Stock in a transaction subject
to the registration  requirements of the Securities Act of 1933, as amended,  or
any other federal or state  securities  law, any  requirement  under any listing
agreement  between  the Company and any stock  exchange or  automated  quotation
system, or any other law, regulation,  or contractual obligation of the Company,
until  the  Company  is  satisfied  that  such  laws,  regulations,   and  other
obligations  of the  Company  have  been  complied  with in  full.  Certificates
representing  shares of Stock  issued  under the Plan  will be  subject  to such
stop-transfer  orders and other  restrictions  as may be  applicable  under such
laws,  regulations,   and  other  obligations  of  the  Company,  including  any
requirement that a legend or legends be placed thereon.

     (c) Limitations on Transferability.  Options, Deferred Stock, and any other
right under the Plan will not be transferable by a Participant except by will or
the laws of descent and  distribution  (or to a  designated  beneficiary  in the
event of a Participant's  death), and will be exercisable during the lifetime of
the  Participant  only by  such  Participant  or his or her  guardian  or  legal
representative;  provided,  however, that Options and Deferred Stock (and rights
relating   thereto)  may  be   transferred  to  one  or  more  trusts  or  other
beneficiaries  during  the  lifetime  of the  Participant  for  purposes  of the
Participant's  estate  planning,  and may be  exercised by such  transferees  in
accordance with the terms thereof, but only if and to the extent then consistent
with the  registration  of the offer and sale of shares of Stock related thereto
on Form S-8, Form S-3, or such other  registration  form of the  Securities  and
Exchange Commission as may then be filed and effective with respect to the Plan.
Options,  Deferred  Stock,  and other  rights under the Plan may not be pledged,
mortgaged,  hypothecated,  or otherwise encumbered,  and shall not be subject to
the claims of creditors of any Participant.

(d)      Compliance with Rule 16b-3.

     (i) Compliance Generally. With respect to a Participant who is then subject
to the reporting requirements of Section 16(a) of the Exchange Act in respect of
the  Company,  the  Board  shall  implement  transactions  under  the  Plan  and
administer the Plan in a manner that will ensure that each transaction by such a
Participant  is exempt  from  liability  under Rule  16b-3,  except  that such a
Participant  may be permitted to engage in a  non-exempt  transaction  under the
Plan if written  notice is given to the  Participant  regarding  the  non-exempt
nature of such  transaction.  The Board may  authorize the Company to repurchase
any  Award or  shares of Stock  resulting  from any Award in order to  prevent a
Participant who is subject to Section 16 of the Exchange Act from incurring

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     liability  under  Section  16(b).   Unless   otherwise   specified  by  the
Participant,  equity securities or derivative securities acquired under the Plan
which are disposed of by a Participant  shall be deemed to be disposed of in the
order acquired by the Participant.


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     (ii) Six-Month Holding Period. Unless a Participant could otherwise dispose
of equity securities (including  derivative  securities) acquired under the Plan
without  incurring  liability  under Section  16(b) of the Exchange Act,  equity
securities  acquired  under  the Plan  must be held for a period  of six  months
following the date of such  acquisition,  provided that this condition  shall be
satisfied  with respect to a derivative  security if at least six months  elapse
from  the  date  of  acquisition  of the  derivative  security  to the  date  of
disposition of the derivative  security (other than upon exercise or conversion)
or its underlying equity security.

     (e) Continued Service as an Employee.  If a Participant ceases serving as a
director of the Company and, immediately thereafter,  is employed by the Company
or any subsidiary of the Company, then, solely for purposes of Sections 6(b) and
(c), such Participant will not be deemed to have ceased service as a director at
that time and his or her continued  employment by the Company or any  subsidiary
will be deemed to be continued service as a director.

     (f) NO RIGHT TO CONTINUE AS A DIRECTOR.  Nothing  contained  in the Plan or
any agreement  hereunder will confer upon any  Participant any right to continue
to serve as a director of the Company.

     (g) No Stockholder  Rights Conferred.  Nothing contained in the Plan or any
agreement  hereunder will confer upon any  Participant  (or any person or entity
claiming rights by or through a Participant)  any rights of a stockholder of the
Company unless and until shares of Stock are in fact issued to such  Participant
(or person) or his or her account maintained by a third party or, in the case an
Option, such Option is validly exercised in accordance with Section 6.

     (h)  Nonexclusivity  of the Plan.  Neither the  adoption of the Plan by the
Board of Directors  nor its  submission to the  stockholders  of the Company for
approval  shall be  construed as creating  any  limitations  on the power of the
Board to adopt such other compensatory arrangements for directors as it may deem
desirable.

     (i) Governing Law. The validity,  construction,  and effect of the Plan and
any agreement hereunder will be determined in accordance with the Nevada General
Corporation  Law and other laws  (including  those  governing  contracts) of the
State of Nevada,  without  giving effect to principles of conflicts of laws, and
applicable federal law.

     11.  Stockholder  Approval  Effective Date, and Plan Termination.  The Plan
became effective May 16, 1995, upon its approval by stockholders of the Company.
Unless  earlier  terminated by action of the Board of  Directors,  the Plan will
remain in effect  until  such time as no shares of Stock  remain  available  for
issuance under the Plan and the Company and Participants  have no further rights
or obligations under the Plan.


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