FORM 8-K/A-1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                Date of Report (Date of earliest event reported):
                                  July 13, 1998




                                   FOHP, Inc.
                           -------------------------
             (Exact name of registrant as specified in its charter)

        New Jersey                   0-25944                  22-3314813
-----------------------------  ------------------- ----------------------------
(State or other jurisdiction    (Commission File   (IRS Employer Identification
    of incorporation)                Number)                  Number)


                              3501 State Highway 66
                            Neptune, New Jersey 07753
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          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (732) 918-6700





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         (Former name or former address, if changed since last report.)


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Item 4.  Changes in Registrant's Certifying Accountant.
         ----------------------------------------------

         On July 13, 1998, the Audit and Finance  Committees (the  "Committees")
of FOHP, Inc. (the "Company")  approved the appointment of Deloitte & Touche LLP
("Deloitte")  as the  Company's  independent  accountants  for the  year  ending
December 31, 1998.  Deloitte replaces Ernst & Young LLP ("Ernst & Young") as the
Company's independent accountants.  Ernst & Young was dismissed as the Company's
independent   accountants  as  of  July  13, 1998.  The  change  of  independent
accountants  was made in connection  with the  acquisition by Foundation  Health
Systems,   Inc.,  a  Delaware  corporation  formerly  known  as  Health  Systems
International,  Inc. ("FHS"),  of approximately 98% of the outstanding equity of
the Company. FHS currently engages Deloitte as its independent accountants.  The
Committees and FHS determined that only one  independent  accounting firm should
be  engaged  by FHS and its  subsidiaries  so that  there  is a  consistent  and
efficient review of the individual and consolidated  financial statements of FHS
and its subsidiaries, including the Company.

         During the Company's  two most recent  fiscal years and the  subsequent
interim period through July 13, 1998, the Company and Ernst & Young did not have
any  disagreements  over any  matter  of  accounting  principles  or  practices,
financial statement disclosure, or auditing scope or procedure.

         In connection  with Ernst & Young's  audit of the  Company's  financial
statements for the year ended December 31, 1996, the Company received a modified
opinion from Ernst & Young.  Ernst & Young issued the modified  opinion  because
First  Option  Health  Plan  of New  Jersey,  Inc.  ("FOHP-NJ"),  the  principal
operating  subsidiary  of the  Company,  had  incurred  operating  losses  since
inception and had not met the statutory net worth requirements  applicable to it
as set  forth  in the  Certificate  of  Authority  granted  by  the  New  Jersey
Departments of Banking and Insurance and Health and Senior  Services to FOHP-NJ.
Ernst & Young believed that FOHP-NJ's recurring operating losses and its failure
to meet the statutory net worth requirements applicable to it raised substantial
doubt about the Company's ability to continue as a going concern.  Ernst & Young
did not modify its opinion issued in connection  with its audit of the Company's
financial  statements for the year ended December 31, 1997, primarily because of
the infusion of additional capital by FHS into the Company during 1997 and FHS's
intention to infuse additional capital into the Company as needed.

          A copy of this Amendment No. 1 to the Current Report on Form 8-K dated
July 13, 1998 has been  delivered to Ernst & Young.  Attached as Exhibit 1, is a
copy of Ernst & Young's letter to the Securities and Exchange  Commission  which
sets forth whether Ernst & Young agrees with the statements  made by the Company
in this Amendment No. 1 to the Current Report on Form 8-K dated July 13, 1998.


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                                   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 hereunto duly authorized.

                                            FOHP, INC.
                                            ----------
                                            (Registrant)



                                       By:  /s/DONALD PARISI
                                            ----------------------------------
                                            Donald Parisi
                                            Senior Vice President, Secretary
                                            and General Counsel

Date:  July 23, 1998