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                   SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C. 20549



                              FORM 10 - K/A
                             Amendment No. 3


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

                 OF THE SECURITIES EXCHANGE ACT OF 1934

              For the fiscal year ended December 31, 2004
                                  OR


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

                 OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from         to


                      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 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.  [ X  ]


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

Yes   _____             No   __X___


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, 2004
was 447 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 2005 Annual Meeting of
Shareholders are hereby incorporated by reference into Part III of Form 10-K.



















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                           Explanation of Amendment

     This Amendment No. 3 to Form 10-K/A is being filed with respect to the
Company's Annual Report on Form 10-K for its fiscal year ended December 31,
2004, filed with the Securities and Exchange Commission on March 24, 2005
("Original 10-K"). The Company hereby amends Item 9A. Controls and Procedures
of the Original 10-K to provide updated disclosure and amends Item 15. Exhibits
and Financial Statement Schedules of the Original 10-K to reflect the filing of
certain exhibits to this Amendment No. 3.

















































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                       FIRST CHOICE HEALTH NETWORK, INC.
                         2004 FORM 10-K ANNUAL REPORT
                              TABLE OF CONTENTS

PART  I
      ITEM 1      BUSINESS                                             *

      ITEM 2      PROPERTIES                                           *

      ITEM 3      LEGAL PROCEEDINGS                                    *

      ITEM 4      SUBMISSION OF MATTERS
                  TO A VOTE OF SECURITY HOLDERS                        *

PART  II
      ITEM 5      MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
                  STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
                  EQUITY SECURITIES                                    *

      ITEM 6      SELECTED FINANCIAL DATA                             **

      ITEM 7      MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS                                          **

      ITEM 7A     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                  MARKET RISK                                         **

      ITEM 8      FINANCIAL STATEMENTS AND
                  SUPPLEMENTARY DATA                                  **

      ITEM 9      CHANGES IN AND DISAGREEMENTS WITH
                  ACCOUNTANTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE                                 *

      ITEM 9A     CONTROLS AND PROCEDURES                              5

      ITEM 9B     OTHER INFORMATION                                    *

PART  III

      ITEM 10     DIRECTORS AND EXECUTIVE OFFICERS OF
                  THE REGISTRANT                                       *

      ITEM 11     EXECUTIVE COMPENSATION                               *

      ITEM 12     SECURITY OWNERSHIP OF CERTAIN
                  BENEFICIAL OWNERS AND MANAGEMENT
                  AND RELATED STOCKHOLDER MATTERS                      *

      ITEM 13     CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS                                         *

      ITEM 14     PRINCIPAL ACCOUNTANT FEES AND SERVICES               *

PART  IV
      ITEM 15     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES           6

                  SIGNATURES                                           8


      *   Not included in this Amendment No. 3.  Information responsive to the
          item is contained in the Original 10-K filed on March 24, 2005.
     **   Not included in this Amendment No. 3.  Information responsive to the
          item is contained in Amendment No. 2 filed on December 7, 2005.

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ITEM 9A.    CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures:  Our Chief Executive
     Officer (CEO) and Chief Financial Officer (CFO) have participated in the
     evaluation of our disclosure controls and procedures (as defined in Rules
     13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
     amended) required by paragraph (b) of Rule 13a-15 or Rule 15d-15.  Based
     on that evaluation, our CEO and CFO have concluded that, as of December
     31, 2004, our disclosure controls and procedures were not effective to
     ensure timely collection, evaluation and disclosure of information
     relating to the company that would potentially be subject to disclosure
     under the Securities Exchange Act of 1934, and the rules and regulations
     thereunder, resulting in our filing amendments to our Annual Report on
     Form 10-K for the year ended December 31, 2004 (the "Original Form 10-K").
     However, we reviewed the disclosure controls and procedures leading to
     Deficiencies in our disclosure in the Original Form 10-K and have taken
     actions and implemented enhanced internal technical review in our
     disclosure controls and procedures to provide reasonable assurance that
     these deficiencies will not recur.  Based on the actions we have taken,
     our CEO and CFO concluded that, as of December 12, 2005, our disclosure
     controls and procedures are effective.


(b)  Changes in Internal Control over financial reporting:  In the quarter
     ended December 31, 2004, there has been no change in the Registrant's
     internal control over financial reporting that has materially affected,
     or is reasonably likely to materially affect, its internal control over
     financial reporting.

Disclosure Controls and Internal Controls.  Disclosure controls are procedures
that are designed with the objective of ensuring that information required to
be disclosed in the Registrant's reports filed under the Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's (SEC) rules and forms. Disclosure controls
are also designed with the objective of ensuring that such information is
accumulated and communicated to our management as appropriate to allow timely
decisions regarding required disclosure. Internal controls are procedures which
are designed with the objective of providing reasonable assurance that
(1) transactions are properly authorized; (2) assets are safeguarded against
unauthorized or improper use; and (3) transactions are properly recorded and
reported, all to permit the preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America.






















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PART  IV

Item  15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(1)    Financial Statements.
       The financial statements and related documents listed in Item 8 of this
       report are filed as part of this report. **

(2)    Financial Statement Schedules.
       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. **

(3)    Exhibits.
3.1    Copy of Registrant's Articles of Incorporation (1)

3.2    Copy of Registrant's By-Laws as amended June 26, 2003 (2)

10.1   Form of Agreement between Registrant and Physician participating
       in PPO. (3)

10.2   Form of Health Care Facility Service Contract between Registrant and
       Hospital participating in PPO. (3)

10.3   Form of Agreement between Registrant and Health Care
       Provider other than Hospitals and Physicians participating in PPO. (3)

10.4   Form of Agreement between Registrant and Third Party Administrator. (3)

10.5   Form of Agreement between Registrant and Insurance Company.(3)

10.6   Copy of Participation Agreement dated March 27, 1985, between
       Registrant and King County Public Hospital District No.2
       (Evergreen General Hospital).(3)

10.7   Copy of Participation Agreement dated March 26, 1985, between Registrant
       and Valley Medical Center. (3)

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. (3)

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. (4)

10.10  Copy of the Chief Executive Officer's 2003 Compensation Agreement. (5) *

10.11  Copy of the Registrant's 2003 - 2005 Long-Term Incentive Program. (6) *

10.12  Copy of the Registrant's Supplemental Executive Retirement Plan. (7) *

10.13  Copy of the Registrant's 2005 - 2007 Long-Term Incentive Program. * **

14.1   Code of Conduct for Chief Executive Officer. (8)

14.2   Code of Conduct for Chief Financial Officer. (9)

14.3   Code of Conduct for Vice President, Finance. **





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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 Stacy A. Kessel.

32.1   Section 1350 Certification for Gary R. Gannaway, Chief Executive
       Officer. ***

32.2   Section 1350 Certification for Stacy A. Kessel, Chief Financial
       Officer. ***

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

**     Filed with the Original 10-K filed on March 24, 2005.

***    Filed with Form 10-K/A Amendment No. 2 filed on December 7, 2005.


(1)    Filed as Exhibit 3.1 to Amendment No.1 to Registrant's Annual Report on
       Form 10-K for the year ended December 31, 2003 (the "2003 10-K/A").

(2)    Filed as Exhibit 3.2 to the 2003 10-K/A.

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

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

(5)    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").

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

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

(8)    Filed as Exhibit 14.1 to the Registrant's Annual Report on Form 10-K for
       the year ended December 31, 2003 (the "2003 10-K").

(9)    Filed as Exhibit 14.2 to the 2003 10-K.

























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SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 13th day of December, 2005.

      FIRST CHOICE HEALTH NETWORK, INC.



By:    /s/ Stacy A. Kessel
      --------------------------------------
      STACY A. KESSEL
      Chief Financial Officer
      (Principal Financial and Accounting Officer and Duly Authorized Officer)




















































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