Exhibit10.117
                           EMPLOYMENT AGREEMENT

  This AGREEMENT is made this 1st day of May, 1999 ("Effective Date")  by
  and  between  First   Health  Group  Corp.,   a  Delaware   corporation
  headquartered  in   Illinois  ("Company"),   and     Susan   T.   Smith
  ("Employee").

                                BACKGROUND

  A. Company  desires to  employ  Employee, and  Employee desires  to  be
  employed by Company.

  B. For  and  in  consideration  of  the  promises  and  of  the  mutual
  covenants hereinafter set forth, it is hereby agreed by and between the
  parties as follows:

                                 AGREEMENT

     1. Employment.  Company hereby agrees to employ Employee to  perform
  the duties  set  forth  in  Section  3  hereof  ("Employee  Services").
  Employee hereby  accepts employment  to perform  Employee Services  for
  Employer under the terms and conditions of this Agreement.

     2. Term.  The Initial Term of  this Agreement will be for two  years
  beginning on the  Effective Date and  will automatically renew,  unless
  earlier terminated pursuant to Section 6 hereof.

     3. Duties.   Employee  will serve  as  General Counsel  &  Corporate
  Secretary, or such other position as otherwise agreed from time to time
  by the  parties, and  perform all  responsibilities and  duties as  are
  assigned, or delegated  to Employee.   Performance by  Employee in  any
  other position will be conclusive evidence of Employee's acceptance  of
  the position.    Employee  represents  that  Employee's  employment  by
  Company and performance of the position  will not violate or  interfere
  with any employment-related  agreement Employee may  have entered  into
  with any previous employer (a "Prior Employment Agreement").

     4. Time  Commitment.     Employee  will   devote  Employee's   time,
  attention  and  energies  to  the  performance  of  Employee  Services.
  Employee may  not be  associated with,  consult, advise,  work for,  be
  employed by, contract with, or otherwise  devote any of the  Employee's
  time to the pursuit of any other work or business activities which  may
  interfere with the performance of services hereunder.

     5. Compensation  and Benefits.    Company  will  pay  the  following
  compensation to  Employee  in  full consideration  for  performance  of
  Employee Services hereunder in  accordance with Company's  then-current
  payroll policies and procedures.

        (a) Salary.    Employee   will  receive  an   annual  salary   of
  $155,000.00.  This salary is payable in accordance with Company's  then
  - current payroll policies  and procedures.  The  annual salary may  be
  subject to periodic increases as may be approved by Company.

        (b) Expenses.  Company will reimburse Employee for all reasonable
  and necessary  expenses incurred  by Employee  in connection  with  the
  performance of Employee Services upon submission by Employee of expense
  reports with substantiating vouchers, in accordance with the  Company's
  then-current expense reimbursement policy.
<PAGE>
        (c) Stock Options.    Employee  will be  awarded  the  option  to
  purchase 50,000 shares of Company common stock, adjusted for any  stock
  splits, set by the Board of Directors of Company in accordance with the
  Company Stock Option  Plan (the  "Stock Options").   The  award of  the
  Stock Options is subject to (i) approval of the Board of Directors; and
  (ii) execution by Employee of the then-current Stock Option Agreement.

        (d)  Benefits  and   Flexible  Time  Off.   Employee   shall   be
  entitled to participate  in such group  life insurance, major  medical,
  and other  employee benefit  plans  (collectively "Benefit  Plans")  as
  established by  Company in  accordance with  the applicable  terms  and
  conditions of such Benefit Plans, which  Benefit Plans may be  modified
  or discontinued by Company at any time; provided, however that Employee
  shall meet the requirements of the Benefit Plans for participation  and
  in  no  event,  including  breach  or  wrongful  termination  of   this
  Agreement, shall Employee be entitled to any amount of compensation  in
  lieu of participation, unless  otherwise provided by  the terms of  the
  Benefit Plan.

            Employee  shall  also  be  entitled  to  paid  time  off   in
  accordance with Company's then-current Flexible Time Off (FTO) program.
  Employee shall  accrue  such FTO  at  the  rate specified  in  the  FTO
  program.  Flexible Time Off shall  be taken with due consideration  for
  the services required of Employee and to the requirements of Company.

        (e)      Incentive  or  Bonus  Compensation.    Employee  may  be
  eligible to receive  incentive or bonus  compensation based on  factors
  established by  Company in  its sole  discretion.   Incentive or  bonus
  payments, if any, shall be made  in accordance with the  then-effective
  applicable Company incentive or bonus plan as hereafter established  in
  Company's sole  discretion (the  "Incentive Plan").   Unless  otherwise
  specifically  provided  in   the  Incentive   Plan,  earned   incentive
  compensation will be paid only while  Employee is actively employed  by
  Company; accordingly, if  Employee ceases  to be  actively employed  by
  Company, Employee will only  receive a prorated  portion of the  earned
  incentive compensation for the period Employee was actively employed by
  Company.    In  the  event  the  incentive  or  bonus  compensation  is
  calculated on  an annual  basis subsequent  to Employee's  termination,
  Employee will not be eligible to receive payment.

        (f)      Commissions. All  insurance sales  commissions, if  any,
  earned or received  by Employee in  connection with  the employment  of
  Employee pursuant to  this Agreement shall  be the  sole and  exclusive
  property  of  Company  or  its  subsidiary  companies,  even  if   such
  commissions are earned  or received  by Employee  after termination  of
  this agreement.

     6. Termination.

        (a) Either  party  may  terminate  this  Agreement  at  any  time
  following the Initial Term, without cause and without any liability  to
  Company, upon no  less than one  hundred and twenty  (120) day's  prior
  written notice.  In such event, Employee, if requested by Company, will
  continue to render  Employee Services  and be  paid Employee's  regular
  compensation up to the date of termination in accordance with Company's
  then-current payroll policies and procedures.
<PAGE>
        (b) Either party  may terminate  this  Agreement at  anytime  for
  cause  upon  14  days  written  notice.    "Cause"  includes,   without
  limitation, breach of  any provision  of this  Agreement or  Employee's
  failure to  adhere  to the  Company's  policies and  procedures,  which
  failure is subject to  cure, e.g. dress or  behavior requirements.   If
  the cause is not cured within the 14 day period, the Agreement may then
  be terminated  by  written notice.    An  opportunity to  cure  is  not
  required if the  party receiving notice  of termination has  previously
  been given notice of termination and  the opportunity to cure the  same
  or similar cause.

        (c) Company may  terminate this  Agreement by  written notice  at
  anytime  (including  during  the  Initial  Term)  immediately  for  the
  following reasons:  (i) Death  or legal  incapacity of  Employee;  (ii)
  Employee's conviction of  a felony;  (iii) violation  of the  Company's
  policies not subject to cure; (iv)  willful violation of the  Company's
  policies  or   standards   including  without   limitation,   Corporate
  Compliance standards, confidentiality and nondisclosure; (iv) theft  or
  dishonesty; or  (v) the  occurrence of  any claim  or threatened  claim
  against Employee  and/or  Company  relating  to  any  Prior  Employment
  Agreement.

        (d) Company may  terminate  at  any time  (including  during  the
  Initial Term) by  written notice  upon Employee's  other incapacity  or
  inability to perform  Employee Services  for a  period of  at  least 90
  consecutive days  because  of  impairment of  Employee's  physical,  or
  mental health  making  it impossible  or  impractical for  Employee  to
  perform Employee Services.

        (e) Notwithstanding  any  other  provisions  of  this  Employment
  Agreement, employee may  terminate employment from  the Company at  any
  time, including during the Initial Term, with 30 days notice due solely
  to a change in control of the Company  and (i) his refusal to accept  a
  reduction in base  salary compensation; (ii)  a material dimunition  in
  job responsibilities; or (iii) a required relocation of the  employee's
  residence.  Employee's  right to  terminate under  this provision  will
  expire 60 days after it arises.

            "change in control" for the purposes of this provision  means
  either

            (1)  the ownership (whether direct or indirect) of shares  in
                 excess of 20 percent of the outstanding shares of common
                 stock of the Company by a person or group of persons, or
            (2)  the  occurrence  of  any  transaction  relating  to  the
                 Company  required  to  be  described  pursuant  to   the
                 requirements of item  14 of Schedule  14A of  Regulation
                 14A of the Securities and Exchange Commission under  the
                 Securities Exchange Act of 1934, or
            (3)  any change in the composition of the Board of  Directors
                 of the Company  resulting in a  majority of the  present
                 directors of the Company not constituting a majority two
                 years hence provided, that in making such  determination
                 directors who were elected by, or on the  recommendation
                 of, such present majority, shall be excluded.
<PAGE>
            If Employee  exercises  his  right to  terminate  under  this
  provision, Employee will receive as severence  a cash payment equal  to
  two years of salary at the rate  in effect on the date of  termination.
  Such payment  will include  all severance  due  to Employee  under  any
  Company severance plan  but is not  inclusive of any  other benefit  or
  right due or available to Employee under any other Company plan.

     7. Confidentiality.  Employee agrees  not to directly or  indirectly
  use or disclose, for  the benefit of any  person, firm or entity  other
  than Company and  its subsidiary companies,  the Confidential  Business
  Information  of  Company.    Confidential  Business  Information  means
  information or material which is not generally available to or used  by
  others or  the utility  or value  of which  is not  generally known  or
  recognized as  a  standard  practice, whether  or  not  the  underlying
  details are in  the public  domain, including  but not  limited to  its
  computerized and  manual systems,  procedures, reports,  client  lists,
  review criteria and  methods, financial methods  and practices,  plans,
  pricing and  marketing  techniques  as well  as  information  regarding
  Company's past, present  and prospective clients  and their  particular
  needs and requirements, and their own confidential information.

        Upon termination  of  employment under  this Agreement,  with  or
  without cause,  Employee agrees  to return  to Company  all policy  and
  procedure manuals, records, notes, data, memoranda, and reports of  any
  nature (including computerized  and electronically stored  information)
  which are in Employee's possession and/or  control which relate to  (i)
  the Confidential  Business  Information  of  Company,  (ii)  Employee's
  employment with Company, or (iii) the business activities or facilities
  of Company or its past, present, or prospective clients.

     8. Restrictive Covenant.  During the period of employment and for  a
  period of one  year from the  date of termination  of employment  under
  this Agreement, with or  without cause, Employee  will not directly  or
  indirectly, within the United States or in any foreign market in  which
  Employee was engaged in activities on behalf of Company, own, engage in
  or participate in,  in any  way, any business  which is  similar to  or
  competitive with any actual or planned business activity engaged in  or
  planned by Company at the time the employment under this Agreement  was
  terminated, if in the course of such ownership or employment, it  could
  reasonably be anticipated  that Employee would  be required  to use  or
  disclose the Confidential  Business Information of  Company.   However,
  this Agreement shall not prohibit ownership  of up to 2% of the  shares
  of stock of any  such corporation whose stock  is listed on a  national
  securities exchange or is traded in the over-the-counter market.

        Employee further  agrees that,  for a  period of  one year  after
  termination of employment  under this Agreement, with or without cause,
  Employee will  promptly  notify  Company  of  any  business  with  whom
  Employee is  associated  or in  which  has an  ownership  interest  and
  provide Company with a description of Employee's duties or interests.
<PAGE>
        For a period  of one year after  termination of employment  under
  this Agreement, with or  without cause, Employee  will not directly  or
  indirectly,  for  the  purpose  of  selling  services  and/or  products
  provided or planned by  Company at the time  the employment under  this
  Agreement was  terminated,  call upon,  solicit  or divert  any  actual
  customer or prospective customer of Company, unless employed by Company
  to do so.   An actual customer,  for purposes of  this Section, is  any
  customer to whom Company has  provided services and/or products  within
  one year  prior  to Employee's  termination  of employment  under  this
  Agreement.  A prospective  customer, for purposes  of this Section,  is
  any prospective customer  to whom  Company sought  to provide  services
  and/or products  within  one  year prior  to  the  date  of  Employee's
  termination  of  employment  under  this  Agreement  and  Employee  has
  knowledge of or was involved in such solicitation.

     9. Non-Solicitation of Employees.  Employee further agrees that  for
  a period  of  one year  from  the  date of  Employee's  termination  of
  employment under this Agreement, with or without cause, Employee  shall
  not directly or indirectly solicit or hire any person who is  currently
  or was an  employee of  Company at any  time during  the twelve  months
  prior to Employee's termination of employment under this Agreement.

    10. Remedies.  In the event Employee breaches or threatens to  breach
  Sections 7, 8  or 9  of this Agreement,  Company shall  be entitled  to
  injunctive relief, enjoining or  restraining such breach or  threatened
  breach.    Employee  acknowledges  that  Company's  remedy  at  law  is
  inadequate and  that Company  will suffer  irreparable injury  if  such
  conduct is not prohibited.

        Employee and  Company agree that,  because of  the difficulty  of
  ascertaining the amount of damages in the event that Employee  breaches
  Section 9 of this Agreement, Company  shall be entitled to recover,  at
  its option, as liquidated damages and not as a penalty, a sum equal  to
  one  year's  annual  salary  of  the  employee(s)  solicited  to  leave
  Company's employ.  The parties further agree that the existence of this
  remedy will not preclude employer from seeking or receiving  injunctive
  relief.

        Employee further agrees that the covenants contained in  Sections
  7, 8  or 9  shall be  construed as  separate and  independent of  other
  provisions of this Agreement and the existence of any claim by Employee
  against Company shall not  constitute a defense  to the enforcement  by
  Company of either of these paragraphs.

    11. Property Rights.  All discoveries, designs, improvements,  ideas,
  inventions, creations, and works of art,  whether or not patentable  or
  subject to  copyright,  relating to  the  business of  Company  or  its
  clients, conceived,  developed or  made by  Employee during  employment
  under this Agreement, either solely  or jointly with others  (hereafter
  "Developments")  shall  automatically  become  the  sole  property   of
  Company.   Employee  shall immediately  disclose  to Company  all  such
  Developments and shall,  without additional  compensation, execute  all
  assignments, application  or any  other documents  deemed necessary  by
  Company to perfect Company's rights  therein.  These obligations  shall
  continue for a period of one year beyond the termination of  employment
  under this Agreement with respect to Developments conceived,  developed
  or made  by  Employee  during  the  period  of  employment  under  this
  Agreement.
<PAGE>
        Company acknowledges  and  agrees  that the  provisions  of  this
  section shall not apply to inventions for which no equipment, supplies,
  facility or trade  secret information of  Company or  its clients  were
  used by Employee and  which were developed  entirely on Employee's  own
  time unless (a) such inventions relate  (i) to the business of  Company
  or (ii) to  Company's actual  or demonstrably  anticipated research  or
  development or (b) such  inventions result from  any work performed  by
  Employee for Company.

    12. Assignments.   Neither party  shall have  the right  or power  to
  assign any rights or  duties under this  Agreement without the  written
  consent of the other party, provided, however, that Company shall  have
  the right  to assign  this Agreement  without consent  pursuant to  any
  corporate reorganization,  merger,  or other  transaction  involving  a
  change of control of Company or  any of its subsidiary companies.   Any
  attempted assignment in breach of this Section 12 shall be void.

        If Employee performs  services and duties  for any subsidiary  or
  other affiliated entity of Company, then the provisions of Sections  7,
  8, 9 and 11  shall apply to the  confidential information and  business
  activities, property rights, clients, and employees of that  subsidiary
  or other entity.

    13. Severability.  Each  section, paragraph,  clause, sub-clause  and
  provision  (collectively  "Provisions")  of  this  Agreement  shall  be
  severable from each other, and if for any reason the paragraph, clause,
  sub-clause or provision is invalid or unenforceable, such invalidity or
  unenforceability shall not prejudice or in any way affect the  validity
  or enforceability of any other Provision hereof.

    14. Miscellaneous.

        (a) This Agreement,  the  schedules  and  any  amendments  hereto
  contain the  entire  agreement  of the  parties  with  respect  to  the
  employment of  the Employee  and supersedes  all other  understandings,
  whether written or oral; provided, however, that Employee shall  comply
  with all  policies, procedures  and other  requirements of  Company  as
  established in the Colleague Handbook and Corporate Policy Manuals, not
  inconsistent with this Agreement.

        (b) Failure on the  part of either  party to  insist upon  strict
  compliance by the other with respect to any of the terms, covenants and
  conditions hereof,  shall not  be deemed  a subsequent  waiver of  such
  term, covenant or condition.

        (c) The provisions  of  any  paragraph  containing  a  continuing
  obligation after  termination shall  survive such  termination  whether
  with or without  cause and even  if occasioned by  Company's breach  or
  wrongful termination.

        (d) This Agreement  may  not be  modified  except in  writing  as
  signed by the  parties; provided, however,  that Company  may amend  or
  terminate its Benefit Plans, Incentive Plan, Corporate Policies  and/or
  employees' rules and regulations in its sole discretion.

        (e) In the event  of litigation under  this Agreement, the  court
  shall  have  discretion  to  award  the  prevailing  party   reasonable
  attorney's fees.
<PAGE>
     15.    Governing Law.   It is the  intention of  the parties  hereto
  that all questions  with respect  to the  construction, formation,  and
  performance of this  Agreement and the  rights and  liabilities of  the
  parties hereto shall be determined in  accordance with the laws of  the
  State of Illinois.  The parties  hereto submit to the jurisdiction  and
  venue of the courts of DuPage County Illinois in respect to any  matter
  or thing arising out of this agreement pursuant hereto.

     16.    Notices.  Any notice required pursuant to this Agreement will
  be in writing and will be deemed given upon the earlier of (i) delivery
  thereof, if by hand, (ii) five  business days after mailing if sent  by
  mail (registered  or certified  mail, postage  prepaid, return  receipt
  requested), (iii) the  next business  day after  deposit if  sent by  a
  recognized overnight delivery service, or (iv) transmission if sent  by
  facsimile transmission or by electronic mail, with return  notification
  (provided that any notice  sent by facsimile  or electronic mail  shall
  also promptly be  sent by  one of the  means described  in clauses  (i)
  through (iii) of  this Section 16.   All notices  will be addressed  as
  follows or to such other address as a party may identify in a notice to
  the other party:

       to Company:    First Health Group Corp.
                      3200 Highland Avenue
                      Downers Grove, Illinois 60515
                      Attn: President and Chief Executive Officer
                      cc:   General Counsel

       to Employee:   Susan T. Smith
                      205 E. 14th Avenue
                      Naperville, IL  60563

       IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed   this
  Employment Agreement in the  State of Illinois as  of the day and  year
  first above written.

                                  The Company:
                                  First Health Group Corp.

                                  By:
                                       -----------------------
                                  Its: President and
                                       Chief Executive Officer

                                  Employee:

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