SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KOLE MARC M

(Last)

(First)

(Middle)

48 MONROE TURNPIKE

(Street)

TRUMBULL

06611

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OXFORD HEALTH PLANS INC [ OHP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-Finance & Controller

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2004		M		200	A	$21.875	200	D
Common Stock	04/29/2004		S		200	D	$55.42	0	D
Common Stock	04/29/2004		M		100	A	$21.875	100	D
Common Stock	04/29/2004		S		100	D	$55.44	0	D
Common Stock	04/29/2004		M		100	A	$21.875	100	D
Common Stock	04/29/2004		S		100	D	$55.53	0	D
Common Stock	04/29/2004		M		500	A	$21.875	500	D
Common Stock	04/29/2004		S		500	D	$55.54	0	D
Common Stock	04/29/2004		M		4,700	A	$21.875	4,700	D
Common Stock	04/29/2004		S		4,700	D	$55.6	0	D
Common Stock	04/29/2004		M		100	A	$21.875	100	D
Common Stock	04/29/2004		S		100	D	$55.61	0	D
Common Stock	04/29/2004		M		550	A	$21.875	550	D
Common Stock	04/29/2004		S		550	D	$55.62	0	D
Common Stock	04/29/2004		M		1,100	A	$25.59	1,100	D
Common Stock	04/29/2004		M		200	A	$25.59	200	D
Common Stock	04/29/2004		S		200	D	$55.34	0	D
Common Stock								186.165⁽¹⁾	I	401(k)
Common Stock	04/29/2004		S		1,100	D	$55.33	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$21.875	04/29/2004		M			200	06/12/2001	06/12/2007	Common Stock	200	$0	6,050	D
Stock Option	$21.875	04/29/2004		M			100	06/12/2001	06/12/2007	Common Stock	100	$0	5,950	D
Stock Option	$21.875	04/29/2004		M			100	06/12/2001	06/12/2007	Common Stock	100	$0	5,850	D
Stock Option	$21.875	04/29/2004		M			500	06/12/2001	06/12/2007	Common Stock	500	$0	5,350	D
Stock Option	$21.875	04/29/2004		M			4,700	06/12/2001	06/12/2007	Common Stock	4,700	$0	650	D
Stock Option	$21.875	04/29/2004		M			100	06/12/2001	06/12/2007	Common Stock	100	$0	550	D
Stock Option	$21.875	04/29/2004		M			550	06/12/2001	06/12/2007	Common Stock	550	$0	0	D
Stock Option	$25.59	04/29/2004		M			1,100	10/17/2002	10/17/2008	Common Stock	1,100	$0	38,900	D
Stock Option	$25.59	04/29/2004		M			200	10/17/2002	10/17/2008	Common Stock	200	$0	38,700	D

Explanation of Responses:

1. These shares were acquired through the Issuer's 401(k) Plan at the price of the Issuer's Common Stock at periodic intervals in accordance with the Issuer's payroll schedule. The Reporting Person is 60% vested in these shares.

Remarks:

	Marc Kole	05/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.