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                   SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C. 20549



                              FORM 10 - K/A
                             Amendment No. 1


         [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

                 OF THE SECURITIES EXCHANGE ACT OF 1934

              For the fiscal year ended December 31, 2003
                                  OR


         [   ] TRANSITION REPORT PURSUANT SECTION 13 OR 15 (d)

                 OF THE SECURITIES EXCHANGE ACT OF 1934


                      Commission File No.  0-23998



                    FIRST CHOICE HEALTH NETWORK, INC.
         (Exact name of Registrant as specified in its charter)

       Washington                                            91-1272766
(State or Other Jurisdiction of                     (I.R.S. Employer
 Incorporation or Organization)                     Identification No.)

                               600 University Street
                                  Suite 1400
                             Seattle, Washington 98101
                               (Address of principal
                                 executive offices)



                                (206) 292-8255
               (Registrant telephone number, including area code)




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     Securities registered pursuant to Section 12 (b) of the Act: None


         Securities registered under Section 12 (g) of the Act:
             Class A Common Stock, par value $1.00 per share


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   ______


Indicate by check mark whether the registrant is an accelerated filer (as
Defined in Rule 12b-2 of the Act).

Yes   _____             No   __X___

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  [    ]


There is no trading market for the Registrant's common equity (Class A Common
Stock, $1.00 par value and Class B Common Stock, $1.00 par value) and,
accordingly, the market value of the stock held by non-affiliates of
the Registrant based on bid and asked prices cannot be determined.


The aggregate number of Registrant's shares outstanding on December 31, 2003
was 537 shares of Class A Common Stock, and 40,600 shares of Class B Common
Stock, $1.00 par value, respectively.


Documents incorporated by reference:

Portions of the definitive Proxy Statement for the 2004 Annual Meeting of
Shareholders are hereby incorporated by reference into Part III of Form 10-K.


                            EXPLANATORY NOTE

 This amendment to First Choice Health Network, Inc.'s Annual Report on Form
 10-K for the fiscal year ended December 31, 2003, as filed on March 30, 2004,
 is being filed for the purpose of filing two exhibits listed in the exhibit
 index included in Part IV, Item 15 of Form 10-K, but inadvertently omitted
 from the original filing.

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                                  INDEX

PART  IV


      ITEM 15     EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                  AND REPORTS ON FORM 8-K                             4

                  SIGNATURES                                          6












































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PART  IV

Item  15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)    Financial Statements and Schedules.
       The financial statements and related documents listed in Item 8 of this
       report are filed as part of this report.  All other schedules to the
       consolidated financial statements are omitted because they are not
       applicable or not material or because the information is included in the
       consolidated financial statements or related notes in Item 8 above.

(b)    Reports on Form 8-K.
       No reports on Form 8-K were filed during the quarter ended
       December 31, 2003.

(c)    Exhibits

3.1    Copy of Registrant's Restated Articles of Incorporation, as filed
       August 13, 2003.

3.2    Copy of Registrant's Restated By-Laws as amended June 26, 2003.

10.1   Form of Agreement between Registrant and Physician participating
       in PPO. (1)

10.2   Form of Health Care Facility Service Contract between Registrant and
       Hospital participating in PPO. (1)

10.3   Form of Agreement between Registrant and Health Care
       Provider other than Hospitals and Physicians participating in PPO. (1)

10.4   Form of Agreement between Registrant and Third Party Administrator. (1)

10.5   Form of Agreement between Registrant and Insurance Company.(1)

10.6   Copy of Participation Agreement dated March 27, 1985, between
       Registrant and King County Public Hospital District No.2
       (Evergreen General Hospital).(1)

10.7    Copy of Participation Agreement dated March 26, 1985, between Registrant
       and Valley Medical Center. (1)

10.8    Copy of Participation Agreement dated December 19, 1991, between
       Registrant and Public Hospital District No.2 of Snohomish County
       (Stevens Memorial Hospital) and related Promissory Note in the aggregate
       principal  amount  of  $ 566,000. (1)

10.9    Copy of Participation Agreement dated December 20, 1999 between
       Registrant and University of Washington Academic Medical Center, and
       related Promissory Note in the aggregate principal amount of
       $1,260,000. (2)


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10.10  Copy of the Chief Executive Officer's 2003 Compensation Agreement. (3) *

10.11  Copy of the Registrant's 2003 - 2005 Long-Term Incentive Program. (4) *

10.12  Copy of the Registrant's Supplemental Executive Retirement Plan. (5) *

14.1   Code of Conduct for Chief Executive Officer. (6)

14.2   Code of Conduct for Chief Financial Officer. (6)

14.3   Code of Conduct for Controller. (6)

31.1   Certification pursuant to Rule 13(a)-14(a) for Gary R. Gannaway.

31.2   Certification pursuant to Rule 13(a)-14(a) for Kenneth A. Hamm.

32.1   Section 1350 Certification for Gary R. Gannaway, Chief Executive
       Officer. (6)

32.2   Section 1350 Certification for Kenneth A. Hamm, Executive Vice
       President. (6)

*      Denotes a management contract or compensatory plan or arrangement
       required to be filed as an exhibit to this Annual Report on Form 10-K.

(1)    Filed as an Exhibit to Registrant's Registration Statement
       on Form 10-SB.

(2)    Filed as Exhibit 10.23 to Registrant's Current Report on Form 8-K filed
       on January 3, 2000.

(3)    Filed as Exhibit 10.24 to Registrant's Annual Report on Form 10-K for
       the year ended December 31, 2002 (the "2002 10-K").

(4)    Filed as Exhibit 10.25 to the 2002 10-K.

(5)    Filed as Exhibit 10.26 to Registrant's Quarterly Report on Form 10-Q for
       the quarter ended March 31, 2003.

(6)    Previously filed as an exhibit to the Annual Report on Form 10-K for the
       year ended December 31 2003, filed on March 30, 2004












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SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934,
the Registrant has caused this Amendment to its report on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized, on the 6th
day of April, 2004.

 	FIRST CHOICE HEALTH NETWORK, INC.



By:	 /s/
	--------------------------------------
	KENNETH A. HAMM
	Executive Vice President of Finance
	(Principal Financial and Accounting Officer and Duly Authorized Officer)





































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