<PAGE>
 
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549


                                      FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended____________________December 31, 1996_______

                                          or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934



For the transition period from____________________to______________________




                            ------------------------------
                            Commission File Number 0-14181



--------------------------------------------------------------------------------
                           PACIFICARE HEALTH SYSTEMS, INC.
                (Exact name of registrant as specified in its charter)




                Delaware                             33-0064895
     (State or other jurisdiction of    (IRS Employer Identification Number)
      incorporation or organization)



                  5995 Plaza Drive, Cypress, California 90630-5028
            (Address of principal executive offices, including zip code)

         (Registrant's telephone number, including area code)(714) 952-1121
--------------------------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes   X    No ___
                                       ----
                                       
As of January 31, 1997, there were 12,385,158 shares of the Registrant's Class A
Common Stock, par value $0.01 per share, outstanding and 18,930,668 shares of
Class B Common Stock, par value $0.01 per share, outstanding.



                                       1
<PAGE>

Part 1:  FINANCIAL INFORMATION

Item 1:  FINANCIAL STATEMENTS

PacifiCare Health Systems, Inc.
Condensed Consolidated Balance Sheets
--------------------------------------------------------------------------------
                                                     December 31,  September 30,
(Amounts in thousands,                                   1996          1996
 except per share data)                              (Unaudited)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Assets
Current assets:
    Cash and equivalents                            $   367,748     $  142,818
    Marketable securities                               594,734        557,275
    Receivables, net                                    156,212        169,545
    Prepaid expenses                                      8,876          8,274
    Deferred income taxes                                54,745         56,295
--------------------------------------------------------------------------------

         Total current assets                         1,182,315        934,207
--------------------------------------------------------------------------------

Property, plant and equipment, net                       91,239         93,816
Marketable securities -- restricted                      35,399         32,406
Goodwill and intangible assets                          227,422        228,834
Other assets                                             25,097         10,199
--------------------------------------------------------------------------------
                                                    $ 1,561,472    $ 1,299,462
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current liabilities:
    Medical claims and benefits payable             $   278,800    $   268,000
    Accounts payable and accrued liabilities            162,882        172,282
    Unearned premium revenue                            256,416         24,059
    Long-term debt due within one year                    1,511          6,323
--------------------------------------------------------------------------------
         Total current liabilities                      699,609        470,664
--------------------------------------------------------------------------------
Long-term debt due after one year                         1,370          5,183
Minority interest                                           391            391
Shareholders' equity:
    Preferred shares, par value $1.00 per share;
         20,000 shares authorized; none issued               --             --
    Class A common shares, par value $0.01 per
         share; 100,000 shares authorized; 12,380
         issued at December 31, 1996 and September
         30, 1996                                           124            124
    Class B common shares, par value $0.01 per
         share; 100,000 shares authorized; 18,922
         and 18,912 issued at December 31, 1996
         and September 30, 1996, respectively               189            189
    Additional paid-in capital                          373,405        370,442
    Unrealized gains on available-for-sale
         securities, net of taxes                         3,451          1,293
    Retained earnings                                   482,933        451,176
--------------------------------------------------------------------------------
         Total shareholders' equity                     860,102        823,224
--------------------------------------------------------------------------------
                                                    $ 1,561,472    $ 1,299,462
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
See accompanying notes.




                                          2

<PAGE>

PacifiCare Health Systems, Inc.
Consolidated Statements of Income (unaudited)
--------------------------------------------------------------------------------
                                                          Three  months ended
                                                              December 31,
(Amounts in thousands,                                  ------------------------
except per share data)                                      1996        1995
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Revenue:
    Commercial premiums                                $  498,832   $  431,074
    Government premiums (Medicare and Medicaid)           722,748      621,397
    Other income                                           13,295       11,853
--------------------------------------------------------------------------------

         Total operating revenue                        1,234,875    1,064,324
--------------------------------------------------------------------------------

Expenses:
Health care services:
    Medical services                                      490,792      422,333
    Hospital services                                     419,557      370,696
    Other services                                        128,996      101,680
--------------------------------------------------------------------------------

         Total health care services                     1,039,345      894,709
--------------------------------------------------------------------------------

Marketing, general and administrative expenses            153,135      132,257
Amortization of goodwill and intangible assets              1,861        2,274
--------------------------------------------------------------------------------

Operating income                                           40,534       35,084
Interest income                                            12,652       12,262
Interest expense                                             (350)        (513)
--------------------------------------------------------------------------------

Income before income taxes                                 52,836       46,833
Provision for income taxes                                 21,079       18,854
--------------------------------------------------------------------------------

Net income                                             $   31,757   $   27,979
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Weighted average common shares and equivalents
    outstanding used to calculate earnings per
    share                                                  31,800       31,648
--------------------------------------------------------------------------------

Earnings per share                                     $     1.00   $     0.88
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
See accompanying notes.



                                          3

<PAGE>

PacifiCare Health Systems, Inc.
Consolidated Statements of Cash Flows (unaudited)
--------------------------------------------------------------------------------
                                                          Three months ended
                                                              December 31,
                                                        ------------------------
(Amounts in thousands)                                     1996         1995
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Operating activities:
    Net income                                         $   31,757   $   27,979
    Adjustments to reconcile net income to net
       cash provided by operating activities:
         Depreciation and amortization                      5,244        5,701
         Amortization of goodwill and intangible
           assets                                           1,861        2,274
         Provision for doubtful accounts                      296           93
         Deferred income taxes                                213          812
         Loss on disposal of equipment                        191           --
         Changes in assets and liabilities, net
           of effects from acquisitions:
            Accounts receivable                            13,037       (2,511)
            Prepaid, intangible and other assets          (13,745)       1,759
            Medical claims and benefits payable            10,800       36,000
            Accounts payable and accrued liabilities       (7,139)        (959)
            Unearned premium revenue                      232,357       18,929
--------------------------------------------------------------------------------

         Net cash flows provided by operating
           activities                                     274,872       90,077
--------------------------------------------------------------------------------

Investing activities:
    Purchase of marketable securities                     (33,964)      (2,981)
    Purchase of property, plant and equipment              (4,614)      (5,597)
    Purchase of marketable securities - restricted         (2,993)        (824)
    Acquisitions, net of cash acquired                       (358)         (46)
--------------------------------------------------------------------------------

         Net cash flows used in investing activities      (41,929)      (9,448)
--------------------------------------------------------------------------------

Financing activities:
    Principal payments on long-term debt                   (8,625)      (5,178)
    Proceeds from issuance of common stock                    612        2,694
--------------------------------------------------------------------------------

         Net cash flows used in financing activities       (8,013)      (2,484)
--------------------------------------------------------------------------------

Net increase in cash and equivalents                      224,930       78,145
Beginning cash and equivalents                            142,818      279,145
--------------------------------------------------------------------------------

Ending cash and equivalents                            $  367,748   $  357,290
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

See accompanying notes.




                                          4

<PAGE>

PacifiCare Health Systems, Inc.
Consolidated Statements of Cash Flows (unaudited)
--------------------------------------------------------------------------------
                                                          Three months ended
                                                               December 31,
                                                         -----------------------
(Amounts in thousands)                                      1996        1995
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Supplemental cash flow information
  Cash paid during the period for:
    Income taxes                                        $     794    $   4,020
    Interest                                            $     241    $     757
--------------------------------------------------------------------------------
Supplemental schedule of noncash investing
  and financing activities:
    Tax benefit realized upon exercise of stock
      options                                           $   2,351    $   1,594
    Disposition of equipment under sales-type lease     $   1,755    $      --
    Leases capitalized                                  $      --    $     120
--------------------------------------------------------------------------------
Details of unrealized gains on available-for-sale
  securities:
    Increase in marketable securities                   $   3,495    $   5,656
    Increase in deferred taxes                             (1,337)      (2,166)
--------------------------------------------------------------------------------
    Increase in shareholders' equity                    $   2,158    $   3,490
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Details of businesses acquired in purchase
  transactions:
    Fair value of assets acquired                       $     448     $     55
    Less liabilities assumed or created, including
     notes to seller                                           90            9
--------------------------------------------------------------------------------
    Net cash paid for acquisitions                      $     358     $     46
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

See accompanying notes.




                                          5

<PAGE>


                           PACIFICARE HEALTH SYSTEMS, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  December 31, 1996

                                     (unaudited)

NOTE 1 - BASIS OF PRESENTATION

    The interim condensed consolidated financial statements included herein
have been prepared by PacifiCare Health Systems, Inc. (the "Company") without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC").  Certain information and footnote disclosures, normally
included in the financial statements prepared in accordance with generally
accepted accounting principles, have been condensed or omitted pursuant to such
SEC rules and regulations; nevertheless, the management of the Company believes
that the disclosures herein are adequate to make the information presented not
misleading.  It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's most recent Annual Report on Form
10-K/A, filed with the SEC in January 1997.  In the opinion of management, all
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the consolidated financial position of the Company with respect
to the interim condensed consolidated financial statements, and the consolidated
results of its operations and its cash flows for the interim periods then ended,
have been included.  The results of operations for the interim periods are not
necessarily indicative of the results for the full year.

NOTE 2 - PROPOSED FHP MERGER

    On December 31, 1996, the shareholders of the Company and FHP International
Corporation ("FHP"), the Fountain Valley, California-based health care services
company, approved the transaction whereby the Company will acquire FHP for a
total purchase price expected to be approximately $2.2 billion (the "FHP
Transaction").  FHP is a diversified health care services company which, through
its HMO subsidiaries, serves approximately 1.9 million members in 11 states and
Guam.  FHP reported revenues of $4.2 billion and net income of $44.2 million for
the fiscal year ended June 30, 1996.  FHP also operates a health indemnity
insurer, a workers' compensation insurer and a national preferred provider
organization. FHP is one of the largest providers of health care services for
Medicare beneficiaries in the United States. The FHP Transaction will result in
the current operations of the Company in California, Florida, Oklahoma, Oregon,
Texas and Washington being expanded to include operations in Arizona, Colorado,
Illinois, Indiana, Kentucky, New Mexico, Nevada, Ohio, Utah and Guam.  The FHP
Transaction will be accounted for as a purchase, when the business combination
is completed, and is designed to qualify as a tax-free exchange for the stock
portion.

    As a result of the FHP Transaction, the Company and FHP will become wholly
owned subsidiaries of N-T Holdings, Inc. ("PacifiCare Holding").  Shortly after
the FHP Transaction becomes effective, it is the intention of PacifiCare Holding
to change its name to PacifiCare Health Systems, Inc. and the Company will
change its name to PacifiCare Operations Systems, Inc.  Accordingly, PacifiCare
Holding, on a going forward basis, will be the publicly held entity and thereby
the registrant for SEC purposes.

    Terms of the FHP Transaction call for holders of FHP common stock to
receive a package of consideration equal to approximately $37 per share to be
paid in cash totaling $17.50 per FHP share and a combination of PacifiCare
Holding Class A Common Stock, par value $0.01 ("Class A"), and PacifiCare
Holding Class B Common Stock, par value $0.01 ("Class B") to equal a fixed total
of .232 fractional shares of combined PacifiCare Holding common stock.  The
exchange ratios of Class A and Class B, based on the



                                          6

<PAGE>


current number of outstanding shares of FHP common stock are 0.056 and 0.176,
respectively.  The number of shares to be issued in Class A is fixed at
2,350,000 total shares, therefore, the amount of shares of Class B and the
exchange ratio split between Class A and Class B may vary based on the number of
outstanding shares of FHP common stock at the time of the close of the FHP
Transaction.  In addition, stockholders of FHP common stock will receive rights
to purchase the common stock of Talbert Medical Management Holdings Corporation,
as soon as such rights can be legally distributed.

    On October 31, 1996, PacifiCare Holding entered into a credit agreement
with Bank of America as Agent, and a syndicate of financial institutions
(collectively, the "Banks") whereby the Banks are obligated to provide a
five-year unsecured, revolving credit facility in an aggregate amount of $1.5
billion (the "Credit Facility").  The Company and FHP will provide guarantees
under the Credit Facility.  PacifiCare Holding may borrow the full amount of the
Credit Facility to fund the cash portion of the consideration being paid to FHP
shareholders and to pay a portion of the fees and expenses incurred in
connection with the FHP Transaction.  Thereafter, the Credit Facility will
remain available for general corporate purposes.  Interest on the borrowing
under the Credit Facility will be based on any of the London Interbank Offering
Rate, a base rate or competitive bid.  The Credit Facility is subject to, among
other things, various covenants usual for financing of this type, with financial
covenants including a minimum net worth requirement, a fixed charge coverage
ratio and a leverage ratio.


    The FHP Transaction has received most of the necessary regulatory 
approvals and is currently awaiting two state regulatory approvals, most 
notably from the California Department of Corporations.  The FHP Transaction 
is expected to close in February 1997. For additional information regarding 
the FHP Transaction, please refer to the Registration Statement on Form S-4 
of PacifiCare Holding filed with the Securities and Exchange Commission on 
November 18, 1996.

NOTE 3 - LONG-TERM DEBT

    Subsequent to establishing the Credit Facility (See Note 2 - "Proposed FHP
Merger"), the Company's existing $250.0 million revolving line of credit with
Bank of America National Trust and Savings Association and a syndicate of banks
was terminated.  There were no outstanding borrowings under the Credit Facility
as of December 31, 1996.

    In anticipation of the close of the FHP Transaction, the Company paid $7.8
million to retire the remaining outstanding balance of its 8.8 percent privately
placed senior debt in December 1996.

    Upon consummation of the FHP Transaction, PacifiCare Holding will assume 
$100 million senior notes of FHP (the "FHP Notes") by entering into a 
supplemental indenture, which will be dated as of the closing date of the FHP 
Transaction, with Chase Manhattan Bank.  The FHP Notes carry an interest rate 
of 7.0 percent and mature on September 15, 2003.


                                          7

<PAGE>


NOTE 4 - SHAREHOLDERS' EQUITY

    In March 1996, the shareholders of the Company approved an amendment (the
"Amendment") to the Company's Certificate of Incorporation, as amended, to
increase the total number of authorized shares of stock which the Company has
the authority to issue to 220,000,000.  The Amendment increased the number of
shares of the Class A Common Stock, par value $0.01 per share, which the Company
is authorized to issue from 30,000,000 to 100,000,000, increased the number of
shares of the Class B Common Stock, par value $0.01 per share, which the Company
is authorized to issue from 60,000,000 to 100,000,000 and increased the total
number of shares of preferred stock, par value $1.00 per share, which the
Company is authorized to issue from 10,000,000 to 20,000,000.

NOTE 5 - CONTINGENCIES

    The Company is involved in legal actions in the normal course of business,
some of which seek substantial monetary damages, including claims for punitive
damages which are not covered by insurance. Additionally, the Company's
programs, including services provided to government employees, are subject to
retrospective audits by the respective regulating agencies in the normal course
of business. After review, including consultation with counsel, management
believes any ultimate liability in excess of amounts accrued which could arise
from audits or legal actions would not materially affect the Company's
consolidated financial position, results of operations or cash flows.

    The Company has set aside reserves in anticipation of negotiations relating
to potential governmental claims for contracts with the United States Office of
Personnel Management ("OPM").  The Company's HMO subsidiaries which provide
managed health care services under the Federal Employees Health Benefits Program
are subject to audit, in the normal course of business, by OPM.  Currently, 
OPM audits for multiple periods are in various stages of completion for 
several of the Company's HMO subsidiaries.  The Company intends to negotiate 
with OPM on all matters to attain a mutually satisfactory result. While there 
is no assurance that the negotiations will be concluded satisfactorily or 
that additional liability will not be incurred, management believes that any 
ultimate liability in excess of amounts accrued which could arise upon 
completion of the audits by OPM of the health plans, would not materially 
affect the Company's consolidated financial position, results of operations 
or cash flows; however, such liability could be material to net income of a 
future quarter if resolved unfavorably.

NOTE 6 - SUBSEQUENT EVENTS

    On January 22, 1997, the Company signed a definitive agreement to sell the
outstanding stock of its PacifiCare of Florida ("PCFL") subsidiary to Total
Health Choice, a newly formed Florida subsidiary of Total Health Care, Inc.  The
terms of the agreement call for a purchase price which approximates the net book
value of PCFL.  Closing of the sale of PCFL is subject to various federal and
state regulatory approvals.  As of December 31, 1996, PCFL served approximately
35,000 commercial and Medicaid members.



                                          8

<PAGE>



Part I:  FINANCIAL INFORMATION

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table presents membership data by region and by consumer type as
of the dates indicated.

<TABLE>
<CAPTION>

 
                             AT DECEMBER 31, 1996              AT  DECEMBER 31, 1995

                                  Government                         Government
                                 (Medicare &                        (Medicare &
MEMBERSHIP DATA       Commercial   Medicaid)   Total     Commercial   Medicaid)    Total
-------------------------------------------------------------------------------------------
<S>                  <C>           <C>       <C>         <C>          <C>       <C>
California            979,696     416,264   1,395,960     842,427     393,283   1,235,710
Florida                33,077       2,365      35,442      53,452       8,307      61,759
Oklahoma              116,683      23,432     140,115     106,462      19,949     126,411
Oregon                113,428      38,351     151,779      96,913      44,406     141,319
Texas                 117,425      62,707     180,132      86,662      52,485     139,147
Washington             91,187      50,494     141,681      71,779      40,307     112,086
-------------------------------------------------------------------------------------------
Total membership    1,451,496     593,613   2,045,109   1,257,695     558,737   1,816,432
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

</TABLE>
 
                                                             Three  months ended
OPERATING STATISTICS                                             December 31,
                                                             -------------------
                                                              1996         1995
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Medical loss ratio (health care services as a
  percent of premium revenue)
     Consolidated                                            85.1%        85.0%
     Commercial                                              84.4%        85.8%
     Government (Medicare and Medicaid)                      85.5%        84.4%

Marketing, general and administrative expenses
  as a percent of operating revenue                          12.4%        12.4%

Operating income as a percent of operating revenue            3.3%         3.3%

Effective tax rate                                           39.9%        40.3%

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


RESULTS OF OPERATIONS
                         Three Months Ended December 31, 1996
                                    Compared to the
                         Three Months Ended December 31, 1995

    Total operating revenue increased 16 percent to $1.2 billion for the three
months ended December 31, 1996 from $1.1 billion for the same period in the
prior year.  Enrollment gains in the HMOs' commercial and government programs,
offset slightly by decreases in commercial premium rates, contributed 15 percent
of the increase in total operating revenue.  The Company's specialty managed
care products and services contributed the remainder of the increase in
operating revenue.

    For the three months ended December 31, 1996, commercial HMO premiums
increased $68 million to $499 million as compared to the same period in the
prior year.  Commercial HMO membership at



                                          9

<PAGE>


December 31, 1996 increased 15 percent, as compared to December 31, 1995, to
approximately 1,451,500 members due to continued growth in all states except
Florida. Commercial HMO membership growth provided the increase in commercial
premiums, more than offsetting premium rate decreases averaging 1.4 percent.
The Company's specialty managed care products and services contributed the
remainder of the increase in operating revenue.

    Government premiums rose $102 million to $723 million for the three months
ended December 31, 1996 from $621 million in the same period of fiscal year
1996.  Enrollment gains in the Medicare programs, which offset losses in
Medicaid membership, accounted for 47 percent of the increase for the three
month period ended December 31, 1996.  The remainder of the premium increase was
attributable to average premium rate increases of 8.3% for the three months
ended December 31, 1996 as compared to the same period in the prior year which
reflect reductions in member paid supplemental premiums and the Company's
continued withdrawal from low premium Medicaid programs.

    The decrease in the commercial medical loss ratio for the three months
ended December 31, 1996 was primarily due to the implementation of more
effective physician contracts, mainly in California. Additionally, the  Company
is experiencing improved performance in its PPO, indemnity and other specialty
managed care products and services.  Lower physician and specialty managed care
costs were partially offset by increases in prescription drug costs.

    The increase in the medical loss ratio for the government programs reflects
increased physician costs due to membership growth in areas with higher
physician costs combined with lower member paid supplemental premiums and
enhanced benefits provided to enrollees.  These lower supplemental premiums and
increased costs were partially offset by the average premium rate increases.

    Marketing, general and administrative expenses increased $21 million to
$153 million for the three months ended December 31, 1996 from $132 million for
the same period in fiscal year 1996.  As a percentage of operating revenue,
marketing, general and administrative expenses remained consistent with the same
quarter in the prior year.  Continued administrative efficiencies have allowed
the Company to control its overhead, as well as continue investments in medical
management systems.


    Net income increased 14 percent to $32 million for the quarter ended
December 31, 1996 compared to $28 million in the same period in the prior fiscal
year.  Earnings per share of $1.00 were 14 percent higher than the prior year's
quarterly earnings per share of $0.88.

LIQUIDITY AND CAPITAL RESOURCES

    The Company's working capital at December 31, 1996 was $483 million, an
increase of $19 million from September 30, 1996.  Cash flows provided by
operations increased primarily due to advanced receipt of the January 1997 
Health Care Financial Administration ("HCFA") Medicare premium payment.

    In October 1996, the Company established a $1.5 billion revolving credit
facility with Bank of America National Trust and Savings Association and a
syndicate of banks to finance the cash portion of the FHP Transaction.
Subsequent to establishing the Credit Facility, the Company's existing $250.0
million revolving line of credit with Bank of America National Trust and Savings
Association and a syndicate of banks was terminated.  Additionally, the Company
paid $7.8 million to retire the remaining outstanding balance of its 8.8 percent
privately placed senior debt in December 1996. (See Notes 2 and 3 of the Notes
to the Condensed Consolidated Financial Statements.)  The Company has paid
approximately $11 million in Credit Facility fees in the quarter ended 
December 31, 1996, which have been recorded in noncurrent assets and will be 
amortized over the term of the loan.



                                          10

<PAGE>


    Upon consummation of the FHP Transaction, PacifiCare Holding will assume 
the FHP Notes by entering into a supplemental indenture, which will be dated 
as of the close of the FHP Transaction, with Chase Manhattan Bank.  The Notes 
carry an interest rate of 7.0 percent and mature on September 15, 2003 (see 
Note 3 of the Notes to the Condensed Consolidated Financials).


    As of October 1, 1996, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amounts.  The
statement also addresses the accounting for long-lived assets that are expected
to be disposed of.  The adoption did not materially affect the Company's
consolidated financial position, results of operations or cash flows.

    On October 1, 1996, the Company adopted SFAS No. 123, "Accounting for
Stock-Based Compensation," which provides an alternative to Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees."  SFAS No. 123 encourages, but does not require recognition of
compensation expense for grants of stock, stock options and other equity
instruments to employees based on the fair value.  The statement also allows
companies to continue to measure compensation cost using the intrinsic value
method of accounting prescribed by APB Opinion No. 25.  While recognition for
employee stock-based compensation is not mandatory, SFAS No. 123 requires
companies that choose not to adopt the new fair value accounting rules to
disclose pro forma net income and earnings per share under the new method. The
Company will continue with the intrinsic value based method prescribed by APB
Opinion No. 25 and make pro forma disclosures of net income and EPS, as if the
fair value based method of accounting defined in SFAS No. 123 had been applied
beginning on October 1, 1996.

    FORWARD LOOKING INFORMATION UNDER THE PRIVATE SECURITIES LITIGATION ACT OF
    1995

    The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements to encourage companies to provide
prospective information about themselves without fear of litigation so long as
those statements are identified as forward looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the statements. The
statements contained in this section, and throughout the document, are based on
current expectations.  These statements are forward looking and actual results
may differ materially from those projected in the forward looking statements,
which statements involve risks and uncertainties. In addition, past financial
performance is not necessarily a reliable indicator of future performance and
investors should not use historical performance to anticipate results or future
period trends.  Shareholders are also directed to the other risks discussed in
other documents filed by the SEC.

    The following forward looking statements, except where specifically noted,
exclude the potential impact of the integration of FHP into the Company
subsequent to the FHP Transaction (see Note 2 of the Notes to the  Condensed
Consolidated Financial Statements).  The impact of FHP has been excluded because
the Company believes that it has insufficient information to make any
projections and that disclosure of any potential impact would be premature.

    INDUSTRY COMPETITION AND CONSOLIDATION.  The Company's business strategy is
to solidify its position as one of the leading managed health care services
companies.  The pending  FHP Transaction is consistent with this strategy as it 
offers significant synergies creating a combined company that would be better 
able to respond to the needs of consumers and customers, the increased 
competitiveness of the health care industry and the opportunities that 
changes in the health care industry might bring. While the Company believes 
that the acquisition will be successfully completed, the regulatory approvals 
required, including various state approvals, may not be obtained.  For 
additional information regarding the FHP Transaction, please refer to the


                                          11

<PAGE>


Registration Statement on Form S-4 of PacifiCare Holding filed with the SEC on
November 18, 1996. Increased competition could result in a decline in revenue or
in price reductions.  Factors which could influence increased competition
include larger competitors being created through consolidation, intensification
of price competition and the formation of new products by new and existing
competitors, especially with respect to Medicare products.

    MEMBERSHIP GROWTH.  Excluding the effects of the FHP Transaction, the
Company's membership growth is expected to continue in 1997 in both the
commercial and government programs but decline from the overall 15 percent
growth rate experienced in the quarter ended December 31, 1996 as competition
continues to increase and the Company shifts its emphasis from rapid growth to
improved margin performance.  The rate of membership growth is also expected to
decline in 1997 with approximately 35,000 of expected membership losses with the
Company's exit from the Florida market and additional losses as the Company
continues to exit the Medicaid business in all markets.  If the FHP Transaction
is successfully completed, membership is expected to double solely as a result
of the combination of the two companies.  Had the business combination been
closed as of December 31, 1996, total membership would have been approximately
3.9 million, an increase of 93 percent.  Commercial and government membership
would have been 2.9 million and 1.0 million, respectively.  An unforeseen loss
of membership could have a material adverse effect on the Company.  Factors
which could contribute to the loss of membership include without limitation,
failure to obtain new customers or to retain existing customers, reductions in
workforce by existing customers, adverse publicity and news coverage, inability
to carry out marketing and sales plans, loss or retirement of key executives or
key employees or denial of accreditation by independent quality accrediting
agencies.

    HEALTH CARE PROVIDER CONTRACTS.  The Company's profitability depends, in
part, on its ability to maintain effective control over health care costs while
providing members with quality care.  Securing cost effective contracts with
existing and new physician groups is more difficult due to increased
competition.  The negotiation of provider contracts, generally as of January 1,
may be impacted by adverse state and federal legislation and regulation
discussed below.  Factors which could impact the Company's ability to secure
contracts with providers include the inability to renegotiate contracts or
entering into contracts with less cost-effective rates or terms of payment and
factors affecting increased competition as discussed above.

    COMMERCIAL MEDICAL LOSS RATIO. The 1997 commercial medical loss ratio is
expected to be lower than fiscal year 1996. The Company expects commercial
premium rates to increase slightly as competitive pressures continue to ease and
the Company pursues its strategic focus from membership growth to product
performance, resulting in premium rate stabilization or increases for its HMO
and PPO indemnity products.  Without compromising its strategic focus on product
performance, the Company continues to work with certain large employer groups
and other purchasers of commercial health care services which continue to demand
minimal premium rate increases or reductions in premium rates while limiting the
number of choices offered to employees.  Premium increases are expected to be
slightly offset by the rate of increases in health care costs including
prescription drugs. Increased provider experience in the newer markets, combined
with continual renegotiation of current contracts in all markets, should begin
to slightly decrease physician costs, improving the commercial medical loss
ratio.  Additionally, the pending sale of PCFL should contribute to a further
decrease in the commercial medical loss ratio.

    GOVERNMENT MEDICAL LOSS RATIO.  In September 1996, the Company was advised 
by HCFA that effective January 1997, its HMOs will receive a weighted average 
premium rate increase of approximately 6.1 percent.  The Company expects to 
receive these rates barring any adverse federal legislation change. The 1997 
medical loss ratio for the government programs is expected to be moderately 
higher than the fiscal year 1996 rate as competitive pressures in the 
Medicare market, requiring enhanced benefits with lower supplemental 
premiums, offset HCFA rate increases.

                                          12

<PAGE>


    The commercial and government medical loss ratio expectations discussed
above could be affected by various uncertainties, including increases in medical
and prescription drug costs, increases in utilization and costs of medical
services and the effect of actions by competitors or groups of providers and
termination of provider contracts or renegotiation thereof at less
cost-effective rates or terms of payment.  In addition, price increases in
health care costs including prescription drug costs, which have been escalating
faster than premium increases in recent years, as well as price increases for
durable medical equipment and other covered items plus other factors, as
discussed below, could also affect expectations.

    MARKETING, GENERAL AND ADMINISTRATIVE SUPPORT INVESTMENTS.  Marketing,
general and administrative expenses as a  percentage of operating revenue in
1997 are expected to be slightly higher than fiscal year 1996. The Company plans
to increase its investment in medical management to improve its medical loss
ratios and expects increased investments in information services to maintain and
enhance its current competitive advantage in information technology.  In
addition, employee incentives will be realigned with 1997 targets. Marketing,
general and administrative expenses as a percentage of operating revenue for
1997 are expected to increase from fiscal year 1996 levels as the Company
invests in the integration of FHP.  Although the Company anticipates that the
FHP Transaction will yield increased operating income partly resulting from a
combination of reductions in marketing, general and administrative expenses,
there can be no assurances that the anticipated benefits and synergies will be
obtained.  The ability of the Company to realize the anticipated benefits and
synergies is subject to the following additional uncertainties, among others:
the ability to integrate the Company's and FHP's management and information
systems, on a timely basis, if at all; the ability to eliminate duplicative
functions while maintaining acceptable performance levels; and the possibility
that the integration of FHP will result in the loss of providers, employers,
members or key employees of PacifiCare, FHP or their subsidiaries. Additionally,
marketing, general and administrative expenses could be adversely impacted by
the need for additional advertising, marketing, administrative, or management
information systems expenditures and the inability to carry out marketing and
sales plans.

    OFFICE OF PERSONNEL MANAGEMENT CONTINGENCIES.  The Company intends to
negotiate with the OPM on all matters to attain a mutually satisfactory result.
While there is no assurance that the negotiations will be concluded
satisfactorily or that additional liability will not be incurred, management
believes that any ultimate liability in excess of amounts accrued which could
arise upon completion of the audits by OPM of the health plans would not
materially affect the Company's consolidated financial position, results of
operations or cash flows; however, such liability could be material to net
income of a future quarter if resolved unfavorably (see Note 5 of the Notes to
the Condensed Consolidated Financial Statements).

    LIQUIDITY AND CAPITAL RESOURCES.  The Company believes that cash flows from
operations, the Credit Facility, existing cash and equivalents and marketable
securities and other financing sources will provide sufficient liquidity for
operations in the foreseeable future.  However, cash flows could be adversely
affected by changes in interest rates causing an increase in interest expense
and the fact that the Company will be subject to greater operating leverage due
to its higher levels of indebtedness if the FHP Transaction is consummated.
Additionally, should the Credit Facility be fully drawn to fund the FHP
Transaction or other business purpose, the Company's ability to make a payment
on, or repayment of, its future obligations under the Credit Facility and the
Notes will be significantly dependent upon the receipt of funds from the
Company's subsidiaries.  These subsidiary payments represent fees for management
services rendered by the Company to the subsidiaries and cash dividends by the
subsidiaries to the Company.  Nearly all of the subsidiaries are subject to HMO
regulations or insurance regulations and may be subject to substantial
supervision by one or more HMO or insurance regulators.  Subsidiaries subject to
regulation must meet or exceed various fiscal standards imposed by HMO or
insurance regulations.  These fiscal standards may, from time to time, impact
the amount of funds paid by subsidiaries to the Company.




                                          13

<PAGE>


    LEGISLATION AND REGULATION. The Company's success is significantly impacted
by federal and state legislation and regulation.  Actual results may differ
materially from expected results discussed throughout this document because of
adverse state and federal legislation and regulation. This includes limitations
on premium levels; increases in minimum capital and reserves and other financial
viability requirements; prohibition or limitation of capitated arrangements or
provider financial incentives; benefit mandates (including mandatory length of
stay and emergency room coverage) and limitations on the ability to manage care
and utilization of any willing provider or pharmacy laws.  It also includes
adverse actions of governmental payors, including unilateral reduction of
Medicare and Medicaid premiums payable; discontinuance of or limitation on
governmentally funded programs and recovery by governmental payors of previously
paid amounts; the inability to increase premiums or prospective or retroactive
reductions to premium rates for federal employees notwithstanding increases in
medical costs due to competition, government regulation or other factors;
adverse regulatory determinations resulting in loss or limitations of licensure,
certification or contracts with governmental payors; and increase by regulatory
authorities of minimum capital, reserve and other financial viability
requirements.

    OTHER. Results may differ materially from those projected, forecast,
estimated and budgeted by the Company due to adverse results in ongoing audits
or in other reviews conducted by federal or state agencies or health care
purchasing cooperatives; adverse results in significant litigation matters; and
changes in interest rates causing an increase in interest expense.




                                          14

<PAGE>


Part II. OTHER INFORMATION

Item 1:  Legal Proceedings

              None

Item 2:  Changes in Securities

              None

Item 3:  Defaults Upon Senior Securities

              None

Item 4:  Submission of Matters to a Vote of Security Holders

         The Company held a Special Meeting of Stockholders on December 31,
    1996.  The following is a brief description of each matter voted upon at
    the meeting and a statement of the number of votes cast for or against, and
    the number of abstentions with respect to each matter.  All proposals were
    approved by the stockholders.

    (a)  The stockholders approved the Amended and Restated Agreement and Plan
    of Reorganization, dated as of November 11, 1996, among the Company, N-T
    Holdings, Inc., Neptune Merger Corp., Tree Acquisition Corp., and FHP
    International Corporation.

          FOR                        AGAINST                     ABSTAINED
          ---                        -------                     ---------
       9,948,938                      13,427                       2,811

    (b)  The stockholders approved an amendment to the Certificate of
    Incorporation of the Company.

    CLASS A
          FOR                        AGAINST                     ABSTAINED
          ---                        -------                     ---------
      10,026,490                      13,085                       3,392

    CLASS B
          FOR                        AGAINST                     ABSTAINED
          ---                        -------                     ---------
      13,290,051                      11,200                      13,048

    (c)  The stockholders approved the Second Amended 1992 Non-Officer
    Directors Stock Option Plan of PacifiCare Health Systems, Inc.

          FOR                        AGAINST                     ABSTAINED
          ---                        -------                     ---------
       9,931,343                     538,475                       8,107

Item 5:  Other Information

              None



                                          15

<PAGE>


Item 6:  Exhibits and Reports

         a) Exhibit Index

              Exhibit 11A    Computation of Net Income per Share of Common
                             Stock - Primary

              Exhibit 11B    Computation of Net Income per Share of Common
                             Stock - Fully Diluted

              Exhibit 27     Financial Data Schedules (filed electronically)


         b)  No reports on Form 8-K were filed during the quarter for which
             this report is filed.


                                          16

<PAGE>


                                      SIGNATURES
                                      ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                           PACIFICARE HEALTH SYSTEMS, INC.
                           -------------------------------
                                     (Registrant)



Date:         February 7, 1997            By:     /s/  Alan Hoops
          -------------------------             -------------------------
                                                       Alan Hoops
                                                       President,
                                                Chief Executive Officer
                                                      and Director


Date:         February 7, 1997            By:     /s/  Wayne Lowell
          -------------------------             -------------------------
                                                       Wayne Lowell
                                                 Executive Vice President,
                                            Chief Administrative Officer and
                                                  Chief Financial Officer






                                          17