~~Table~~UNITED ofSTATES ~~Contents~~SECURITIES AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~report: January 13, ~~or 15~~2005 (d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act of 1934~~reported)

~~Date~~FIRST ofHEALTH ~~report:~~GROUP ~~October 13, 2004~~CORP. ~~(Date of earliest event reported)~~

~~FIRST~~(Exact ~~HEALTH~~name ~~GROUP~~of ~~CORP.~~ registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	0-15846	36-3307583
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware		0-15846		36-3307583
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3200 Highland Avenue
Downers Grove, IL 60515
(Address of principal executive offices, including zip code)

~~3200 Highland Avenue~~(630) 737-7900 ~~Downers Grove, IL 60515~~ (~~Address~~Registrant’s oftelephone ~~principal executive offices~~number, including ~~zip~~area code)

~~(630) 737~~ Check the appropriate box if the Form 8-~~7900~~K filing is intended to simultaneously satisfy the ~~(Registrant’s~~filing ~~telephone~~obligation ~~number,~~of ~~including~~the ~~area~~registrant ~~code)~~under any of the following provisions:

~~Check~~¨ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~if the Form 8-K filing is intended~~ to ~~simultaneously~~ ~~satisfy~~Rule 425 ~~the~~under ~~filing obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ~~of the~~CFR ~~following provisions:~~230.425)

þ ¨ ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) þ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~ ¨ OFPre-commencement ~~CONTENTS~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
Exhibit Index
Form of Options Tender Agreement

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Table~~Item of8.01 ~~Contents~~Other Events.

~~Item~~ On January 113, 2005, First Health Group Corp.01 ~~Entry~~(“First Health”) and Coventry Health Care, Inc. (“Coventry”) issued a press release announcing that First Health and Coventry have entered into a ~~Material~~memorandum ~~Definitive~~of ~~Agreement~~understanding with plaintiff’s counsel in connection with a purported class action lawsuit filed on October 20, 2004 (as may be amended by a proposed amended complaint filed on January 7, 2005) against First Health, First Health’s board of directors and Coventry in the Circuit Court of Cook County, Illinois, as described in greater detail on page 101 of the proxy statement / prospectus, included as part of the Registration Statement on Form S-4, as amended and supplemented from time to time, filed with the SEC on December 23, 2004 (the “Proxy Statement”). The Proxy Statement was furnished to stockholders of First Health in connection with the solicitation of proxies by First Health’s board of directors for use at the special meeting of stockholders of First Health to be held on January 28, 2005 beginning at 8:00 a.m., local time, at First Health’s principal executive offices located at 3200 Highland Avenue, Downers Grove, Illinois 60515. A copy of the press release is attached hereto as Exhibit 99.1.

OnUnder ~~October 13,~~the ~~2004~~terms of the memorandum, First Health, ~~Group~~Coventry ~~Corp.~~and ~~(“First~~the ~~Health”)~~plaintiff ~~entered~~have agreed ~~into~~to ansettle ~~Agreement~~the ~~and~~lawsuit ~~Plan~~subject ofto ~~Merger~~court ~~(the~~approval. ~~“Merger~~If ~~Agreement”)~~the ~~with~~court ~~Coventry Health~~approves ~~Care,~~the ~~Inc.~~settlement ~~(“Coventry”),~~contemplated ~~pursuant~~in tothe ~~which~~memorandum, ~~First~~the ~~Health~~lawsuit will ~~merge~~be dismissed with ~~and~~ ~~into~~prejudice. aFirst ~~wholly~~Health ~~owned~~denies ~~subsidiary~~all of ~~Coventry~~the (allegations in the ~~“Merger”).~~lawsuit ~~The~~and ~~Merger~~believes ~~Agreement~~that ~~and~~its ~~the~~disclosures ~~press~~are ~~release~~appropriate ~~announcing~~under the ~~Merger~~law. ~~were~~Nevertheless, ~~attached~~pursuant asto ~~exhibits~~the terms of the memorandum First Health has agreed to supplement the ~~Current~~Proxy ~~Report~~Statement, onwhich ~~Form~~is ~~8-K~~hereby ~~filed~~ supplemented by ~~First~~the ~~Health~~following ~~with~~information ~~the~~(all ~~Securities~~page ~~and Exchange~~references ~~Commission~~contained onherein ~~October 14,~~shall ~~2004.~~refer to those contained in the Proxy Statement):

InBackground ~~connection with the Merger Agreement, First Health will commence an offer to purchase all~~ of the outstanding options, whether or not vested, to purchase shares of First Health common stock (the “Option Tender Offer”). Upon consummation of the Option Tender Offer, First Health will pay cash to the holder of each validly tendered option in an amount for each option equal to the greater of (i) the amount by which $18.75 exceeds the exercise price of the option, if any, or (ii) $1.25, in each case less any applicable withholdings for taxes. The Option Tender Offer will be conditioned upon, among other things, satisfaction or waiver of all the conditions to the Merger set forth in the Merger Agreement. On or since October 13, 2004, certain holders of outstanding options to purchase shares of First Health common stock entered into agreements to, among other things, tender their options pursuant to the Option Tender Offer (~~the~~pages ~~“Options Tender Agreement”~~39-46). ~~A copy of the form of Options Tender Agreement is attached as an exhibit to~~ ~~this Current Report on Form 8-K and is incorporated herein by reference. This~~ ~~summary of the Options Tender Agreement is qualified in its entirety by~~ reference to the exhibit attached. We have listed below the name of each of our directors and executive officers that has entered into, or has advised us that he or she intends to enter into, an Options Tender Agreement, his or her position with First Health and the number of outstanding options held by such person as of October 13, 2004:

Name of Optionholder	Position with First Health	Number of Options
James C. Smith	Chairman of the Board		861,000
Edward L. Wristen	President and Chief Executive Officer, Director		1,149,998
William R. McManaman	Senior Vice President and Chief Financial Officer		250,000
Joseph E. Whitters	Executive Vice President		267,252
A. Lee Dickerson	Executive Vice President		375,000
Patrick G. Dills	Executive Vice President		267,252
Susan E. Oberling	Senior Vice President, Operations		133,300
Susan T. Smith	Vice President, Secretary and General Counsel		180,000

The members of the First Health transaction committee consist of James C. Smith, Ronald H. Galowich and William Mayer. Messrs. Smith and Galowich were selected to serve as members of the transaction committee of First Health’s board of directors in light of their familiarity with First Health’s business based on their management service at First Health. Mr. Mayer was selected to serve as a member of the transaction committee in light of his extensive experience in investment banking. For serving on the First Health transaction committee, Messrs. Galowich and Mayer received a fee of $1,000 per meeting, which is First Health’s standard fee for service on a committee. As a salaried First Health employee, Mr. Smith did not receive a fee for his service on the committee, consistent with First Health’s directors’ compensation policy. (page 40)

~~Table~~ The First Health transaction committee developed the process to solicit proposals for a possible acquisition of ~~Contents~~First Health in consultation with First Health’s management and financial advisor. Specifically, First Health’s management, with the assistance of First Health’s financial advisor, evaluated fourteen possible partners based on factors such as First Health’s needs for business scale, business compatibility, likely level of interest, ability to fund a possible transaction and strategic fit and presented eight possible partners, including Coventry, to the First Health transaction committee that were likely to meet the criteria. The First Health transaction committee assessed the risks and benefits associated with a broad market canvas of potential buyers, and concluded that the most effective means to maximize stockholder value would be to identify and approach only those prospective partners which were reasonably likely both to have a strong interest in a strategic combination with First Health and to be capable of completing such a transaction with minimal contingencies. As a result of this evaluation, the First Health transaction committee instructed First Health’s financial advisor to contact the eight potential partners considered by the committee. Of the eight selected, seven were strategic purchasers and one was a financial sponsor with a portfolio company in First Health’s industry sector. (page 40)

Name of Optionholder	Position with First Health	Number of Options
Michael J. Boskin, Ph.D.	Director		212,000
Daniel S. Brunner	Director		64,000
Raul Cesan	Director		80,000
Ronald H. Galowich	Director		180,000
Harold S. Handelsman	Director		170,000
Don Logan	Director		204,000
William Mayer	Director		80,000
David E. Simon	Director		156,000

During the first two weeks of August 2004 First Health’s financial advisor received unsolicited inquiries about a potential First Health sale process from several financial sponsors. First Health’s financial advisor reported these unsolicited inquiries to the First Health transaction committee. After careful consideration of many factors, including (i) the lack of synergies with financial sponsors not in the healthcare business, (ii) the difficulty in arranging financing for a leveraged buyout of First Health, and (iii) the delay required to educate financial sponsors inexperienced in the healthcare business served by First Health, the First Health transaction committee decided not to respond to these inquiries. None of these financial sponsors expressed further interest. (page 42)

~~Additional Information~~2

~~This~~As ~~announcement~~of isAugust 31, ~~neither~~2004, anFirst ~~offer~~Health tohad ~~purchase~~received ~~nor~~the apreliminary ~~solicitation~~indications of aninterests ~~offer~~described tobelow. ~~sell~~On ~~options~~July 28, to2004, ~~purchase shares of~~ First Health ~~common~~received ~~stock.~~preliminary ~~The~~non-binding indications of ~~Option~~interest ~~Tender~~to ~~Offer~~acquire ~~has~~First ~~not~~Health ~~commenced.~~from Attwo ~~the~~strategic ~~time~~purchasers, ~~the~~which ~~Option~~indicated ~~Tender~~(prior ~~Offer~~to isand ~~commenced,~~subject ~~First~~to ~~Health~~the ~~will~~conduct ~~file~~of adue ~~tender~~diligence) respective possible offer ~~statement~~ranges onfrom ~~Schedule TO~~$15-$16 ~~with~~per share, payable approximately 72% in the ~~Securities~~purchaser’s ~~and~~common ~~Exchange~~stock ~~Commission.~~and ~~The~~28% ~~tender~~cash, ~~offer~~and ~~statement~~$19-$20 ~~(including~~per share, anpayable ~~offer~~in to55% ~~purchase~~of the purchaser’s common stock and ~~related~~45% ~~offer~~cash, ~~documents)~~respectively. ~~will~~On ~~contain~~August 18, ~~important~~2004, ~~information~~First ~~that~~Health received a preliminary non-binding indication of interest to acquire First Health’s ~~optionholders~~from a ~~should~~third ~~read~~strategic ~~carefully~~purchaser, ~~before~~which ~~any decision~~indicated is(prior ~~made~~to ~~with~~and ~~respect~~subject to the ~~Option~~conduct ~~Tender~~of ~~Offer.~~due ~~The~~diligence) a respective possible offer ~~to purchase,~~range ~~and~~from ~~all~~$15.50 ~~other~~to ~~documents~~$17.50 ~~filed~~per ~~with~~share, ~~the~~payable ~~SEC~~100% in ~~connection~~cash. ~~with~~The ~~the~~first ~~Option~~two ~~Tender~~proposals ~~Offer~~were ~~will~~subsequently bewithdrawn, ~~available~~and ~~when~~the ~~filed~~third ~~free~~proposal ofwas ~~charge~~not atfurther ~~the~~pursued ~~SEC’s~~by the ~~web~~prospective ~~site, www~~purchaser.~~sec.gov.~~ (pages 41 & 42)

~~This~~On ~~communication~~October 4, is2004, ~~not~~Coventry asent ~~solicitation of~~ a ~~proxy~~letter ~~from~~to ~~any security holder of~~ First Health. ~~First~~that ~~Health~~described principal questions and ~~Coventry~~issues ~~intend~~related to ~~file a registration statement on Form S-4 with~~ the ~~SEC~~draft inmerger ~~connection~~agreement ~~with~~previously ~~the~~distributed ~~Merger. The~~by ~~Form~~First ~~S-4~~Health’s ~~will contain a prospectus~~legal advisor, aincluding ~~proxy~~questions ~~statement~~regarding ~~and other documents for~~ the ~~stockholders’~~nature ~~meeting~~ of ~~First Health at which time~~ the ~~proposed transaction~~merger ~~will be considered. The Form S-4~~consideration, ~~proxy~~breadth ~~statement~~of ~~and prospectus will contain important information about First Health, Coventry,~~ the ~~Merger and~~ ~~related~~representations ~~matters. Investors~~ and ~~stockholders should read the Form S-4~~warranties, ~~the~~conduct ~~proxy statement~~of ~~and prospectus and~~ the ~~other~~business ~~documents~~of ~~filed~~First ~~with~~Health ~~the~~pending ~~SEC in connection with~~ the ~~Merger~~closing, ~~carefully before they make any decision with respect~~First toHealth’s ~~the~~employee ~~Merger.~~benefit ~~The~~plans ~~Form S-4, proxy statement~~ and ~~prospectus,~~First ~~and~~Health’s ~~all~~ability ~~other documents~~to ~~filed~~entertain ~~with~~subsequent ~~the~~offers ~~SEC in connection with the Merger will be available~~or ~~when~~terminate ~~filed free of charge at~~ the ~~SEC’s~~merger ~~web~~agreement. ~~site,~~(page ~~www.sec.gov.~~43)

~~All~~On ~~documents~~October 8, ~~filed~~2004, ~~with~~one of the ~~SEC~~three bycompanies ~~First~~participating in the process advised First Health that it was still interested in ~~connection~~evaluating a business combination with ~~the~~First Health but was ~~Merger~~not ~~and~~prepared to submit a definitive proposal by the ~~Option~~October ~~Tender~~8th ~~Offer~~deadline. ~~will~~In beaddition, this ~~made~~company ~~available~~could not identify a reasonable time thereafter by which it might submit a definitive proposal or provide assurance that it would in any event submit a definitive proposal. Nevertheless, First Health permitted this company to ~~investors~~continue ~~free~~to access an online data room to facilitate its evaluation of a possible business combination until First Health and Coventry ~~charge~~entered byinto ~~writing~~the ~~to:~~Merger Agreement. First Health ~~Group~~terminated ~~Corp~~all parties access to the online data room on October 13, 2004, as required by the Merger Agreement. Following this action, ~~3200~~First ~~Highland~~Health did not receive any further inquiry or indication of interest from this company. (page 44)

~~Table~~Interests of ~~Contents~~Certain Persons in the Merger – Options Tender Offer (pages 59-60) & The Merger Agreement – Possibility of Coventry Stockholder Approval (pages 73-75)

~~Avenue,~~ As ~~Downers Grove,~~discussed ~~Illinois~~in ~~60515~~the Proxy Statement, ~~Attn:~~the ~~Investor~~First ~~Relations.~~Health ~~All~~board ~~documents~~of ~~filed~~directors ~~with~~considered ~~the~~it ~~SEC~~desirable bythat Coventry instockholder ~~connection~~approval ~~with~~not ~~the~~be ~~Merger~~required ~~will~~to becomplete ~~made~~the ~~available~~merger. toCoventry had ~~investors~~advised ~~free~~First Health that under the rules of ~~charge~~the byNew ~~writing~~York ~~to:~~ Stock Exchange, Coventry ~~Health~~stockholder approval ~~Care,~~would ~~Inc.,~~be ~~6705~~required ~~Rockledge~~to ~~Drive~~complete the merger if, ~~Suite~~as of December ~~900~~22, ~~Bethesda~~2004, ~~Maryland~~Coventry were ~~20817~~required to assume options to purchase more than 4,403,167 ~~Attn:~~shares ~~Investor~~of ~~Relations~~First Health common stock. The First Health board of directors viewed such a contingency as detrimental to First Health stockholders and sought with counsel to structure the treatment of options in the merger in a manner that would eliminate this contingency while maximizing stockholder value.

~~First~~As ~~Health~~of December 22, ~~Coventry~~2004, ~~their~~option ~~respective~~holders ~~directors~~held ~~and~~10,933,395 ~~executive~~options ~~officers may~~to bepurchase ~~deemed~~First ~~participants~~Health common instock. Of the ~~solicitation~~10,933,395 ofoutstanding ~~proxies~~5,702,179 ~~from~~options to purchase shares of First Health’s ~~stockholders~~common stock had an exercise price that exceeded $18.75 ~~Information~~(referred ~~concerning~~to herein as “out of the money options”), which in each case were granted pursuant to stockholder approved employment compensation agreements, the Amended and Restated First Health Group Corp. 2001 Directors’s ~~directors~~Stock ~~and~~Option ~~certain~~Plan or ~~executive~~the ~~officers~~First ~~and~~Health ~~their~~Group ~~direct~~Corp. ~~and~~2001 ~~indirect~~Stock ~~interests~~Option Plan in which approximately 4,700 First Health is ~~contained~~employees inare ~~its~~participants. ~~proxy~~Moreover, ~~statement~~the ~~for~~tender ~~its~~of ~~2004~~options ~~annual~~with ~~meeting~~an exercise price of ~~stockholders~~less than $18.75 (referred to herein as “in the money options”) was subject to uncertainty because holders of ~~Information~~in ~~concerning~~the money options might elect to benefit from the tax advantages afforded by Coventry’s assumption ~~directors~~of ~~and~~their ~~certain~~options, ~~executive~~rather ~~officers~~than ~~and~~ accept the current cash value of their ~~direct~~options in the offer. It was thus determined that First Health would likely need to acquire and ~~indirect~~cancel ~~interests~~both in ~~Coventry~~the money isoptions ~~contained~~and ina ~~its~~significant ~~proxy~~portion of the out of the money options to obtain the number of ~~statement~~options ~~for~~sufficient ~~its~~to ~~2004~~eliminate ~~annual~~the ~~meeting~~contingency of ~~stockholders~~a Coventry stockholder approval. ~~Additional~~In ~~information~~order to ~~regarding~~induce ~~the~~all ~~interests~~holders of ~~these~~out ~~participants~~of in the ~~Merger~~money ~~will~~options beto ~~available~~tender their options First Health proposed to inoffer ~~the~~holders ~~proxy~~of ~~statement~~out ~~regarding~~of the ~~Merger~~money options $1.25 ~~Investors~~per ~~can~~out ~~obtain~~of ~~free~~the ~~copies~~money option in the offer, and Coventry agreed. The agreement of ~~these~~the ~~documents~~$1.25 ~~from~~per out of the ~~SEC’s~~money ~~web~~option ~~site,~~price ~~www~~was negotiated after the merger consideration was determined.~~sec.gov.~~ (pages 73-75)

~~Table of Contents~~3

~~Item 9.01~~ The ~~Financial~~following ~~Statements~~table ~~and~~summarizes ~~Exhibits~~the estimated amounts that will be payable to First Health’s directors upon completion of the option tender offer. (pages 59-60)


					Number of		Gross Payment
			Gross Payment		Options with an		for Options with
	Total Number of		for all Options in		Exercise Price in		an Exercise
	Options		Option Tender		Excess of		Price in Excess
Name of Beneficial Owner	Beneficially Owned*		Offer**		$18.75*		of $18.75**
James C. Smith Chairman of the Board		861,000	$	5,543,910		112,000	$	140,000
Edward L. Wristen President and Chief Executive Officer, Director		1,149,998	$	4,817,166		800,000	$	1,000,000
Michael J. Boskin, Ph.D. Director		212,000	$	794,275		84,000	$	105,000
Daniel S. Brunner Director		64,000	$	116,320		48,000	$	60,000
Raul Cesan Director		80,000	$	136,320		64,000	$	80,000
Ronald H. Galowich Director		180,000	$	801,400		60,000	$	75,000
Harold S. Handelsman Director		170,000	$	795,400		56,000	$	70,000
Don Logan Director		204,000	$	851,025		80,000	$	100,000
William Mayer Director		80,000	$	136,320		64,000	$	80,000
David E. Simon Director		156,000	$	725,320		48,000	$	60,000
Directors as a group (10 persons)		3,156,998	$	14,717,456		1,416,000	$	1,770,000

99.1 Form of Options Tender Agreement

*		Numbers and amounts are based upon the number of options outstanding as of January 7, 2005.

**		Gross payment amounts are without regard to any applicable tax withholding.

~~Table~~Opinion of ~~Contents~~First Health’s Financial Advisor – (pages 51-57)

~~SIGNATURE~~ As discussed in the Proxy Statement, First Health retained Citigroup Global Markets Inc. (“Citigroup”) to act as its exclusive financial advisor in connection with the merger. The First Health transaction committee selected Citigroup after evaluating the capabilities of several investment banks and negotiating the fees and other terms of engagement proposed by Citigroup. In addition to the factors disclosed in the Proxy Statement, the First Health transaction committee based its decision upon First Health’s past experience of working with Citigroup, which included the acquisition of CCN Managed Care, Inc., two divestitures and several other transactions that were either suspended or failed to culminate in an agreement, and Citigroup’s knowledge of the industry. Pursuant to the terms of Citigroup’s engagement letter, First Health paid Citigroup a fee of $3.0 million upon execution of the Merger Agreement and agreed to pay an additional fee of $3.25 million payable upon consummation of the merger. In addition, upon consummation of the merger, First Health agreed to pay Citigroup an “incentive fee” based upon the average implied value of the merger consideration for the 5 trading day period immediately prior to the consummation of the merger; assuming an average implied value of $18.70 per share, this additional fee would be equal to approximately $1.275 million, which may increase or decrease based upon the average implied value of the merger consideration for the 5 trading day period immediately prior to the consummation of the merger. First Health does not believe any material conflicts of interest existed or affected Citigroup’s financial advice; certain relationships and securities holdings of Citigroup are set forth in the Proxy Statement. (pages 51 & 57)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the~~4 ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

~~Dated:~~Comparison ~~October 19,~~of ~~2004~~Rights of Stockholders of Coventry and Stockholders of First Health (pages 149-155)

~~FIRST~~ Effective ~~HEALTH~~as ~~GROUP~~of ~~CORP.~~March 17, ~~By:~~2004 /First Health’s/ ~~Edward~~board L.of ~~Wristen~~directors ~~Name:~~rescinded ~~Edward~~First LHealth’s stockholder rights plan. ~~Wristen~~First ~~Title:~~Health ~~President~~did ~~and~~not ~~Chief~~amend ~~Executive~~or ~~Officer~~alter any anti-takeover measures in order to authorize the Merger Agreement. (page 154)

~~Table~~Additional ~~of Contents~~Information

~~Exhibit Index~~ This communication is not a solicitation of a proxy from any security holder of First Health. Coventry and First Health filed the Proxy Statement in connection with the merger. The Proxy Statement contains a prospectus, a proxy statement and other documents for the stockholders’ meeting of First Health at which time the proposed transaction will be considered. The Proxy Statement contains important information about Coventry, First Health, the merger and related matters. Investors and stockholders should read the Proxy Statement and the other documents filed with the SEC in connection with the merger carefully before they make any decision with respect to the merger. The Proxy Statement and all other documents filed with the SEC in connection with the merger are available free of charge at the SEC’s web site, www.sec.gov.

Exhibit Number		Description
99.1		Form of Options Tender Agreement

First Health’s option tender offer is being made pursuant to an offer to purchase and related materials which are exhibits to the tender offer statement on Schedule TO filed by First Health with the Securities and Exchange Commission on November 15, 2004, as amended or supplemented from time to time. Option holders should read the offer to purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Option holders may obtain the offer to purchase and related materials free of charge at the SEC’s website at www.sec.gov. In addition, option holders may contact D.F. King & Co., Inc., information agent for the option tender offer, toll-free at 1-888-628-9011 with any questions about the offer or requests for copies of the offer to purchase and related materials free of charge.

All documents filed with the SEC by Coventry in connection with the merger are available to investors free of charge by writing to: Coventry Health Care, Inc., 6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817, Attn: Investor Relations. All documents filed with the SEC by First Health in connection with the merger and the option tender offer are available to investors free of charge by writing to: First Health Group Corp., 3200 Highland Avenue, Downers Grove, Illinois 60515, Attn: Investor Relations.

Coventry, First Health, their respective directors and executive officers may be deemed participants in the solicitation of proxies from First Health’s stockholders. Information concerning Coventry’s directors and certain executive officers and their direct and indirect interests in Coventry is contained in its proxy statement for its 2004 annual meeting of stockholders. Information concerning First Health’s directors and certain executive officers and their direct and indirect interests in First Health is contained in its proxy statement for its 2004 annual meeting of stockholders. Additional information regarding the interests of these participants in the merger is available in the proxy statement regarding the merger. Investors can obtain free copies of these documents from the SEC’s website.

Item 9.01 Financial Statements and Exhibits.


Exhibit 99.1		Press Release issued by First Health and Coventry, dated January 13, 2005.

SIGNATURE

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.


Dated: January 13, 2005

	FIRST HEALTH GROUP CORP.

	By:	/s/ Edward L. Wristen

		Name:	Edward L. Wristen
		Title:	President and Chief Executive Officer

Filing Compare · FIRST HEALTH GROUP CORP