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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* THOMPSON KURT B (Last) (First) (Middle) 48 MONROE TURNPIKE (Street) TRUMBULL CT 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) EVP-Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 07/29/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/29/2004		D		57,849	D	(1)	0	D
Common Stock	07/29/2004		D		8,600	D	(2)	0	I	By Spouse
Common Stock	07/29/2004		D		1,107.022	D	(3)	0	I	401 (k)
Common Stock	07/29/2004		D		193.934	D	(4)	0	I	By Spouse's 401(k)
Common Stock	07/29/2004		D		2,500	D	(18)	0	I	By Spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$18.6875	07/29/2004		D			18,751	(5)	04/26/2006	Common Stock	18,751	(5)	0	D
Stock Option	$37.0625	07/29/2004		D			150,000	(6)	01/02/2008	Common Stock	150,000	(6)	0	D
Stock Option	$25.59	07/29/2004		D			175,000	(7)	10/17/2008	Common Stock	175,000	(7)	0	D
Stock Option	$26.84	07/29/2004		D			100,000	(8)	03/14/2010	Common Stock	100,000	(8)	0	D
Stock Option	$47.91	07/29/2004		D			11,686	(9)	03/02/2011	Common Stock	11,686	(9)	0	D
Stock Option	$47.91	07/29/2004		D			16,314	(10)	03/02/2011	Common Stock	16,314	(10)	0	D
Stock Option	$18.6875	07/29/2004		D			7,875	(11)	04/26/2006	Common Stock	7,875	(11)	0	I	By Spouse
Stock Option	$27.5	07/29/2004		D			5,000	(12)	08/25/2007	Common Stock	5,000	(12)	0	I	By Spouse
Stock Option	$37.0625	07/29/2004		D			40,000	(13)	01/02/2008	Common Stock	40,000	(13)	0	I	By Spouse
Stock Option	$25.59	07/29/2004		D			60,000	(14)	10/17/2008	Common Stock	60,000	(14)	0	I	By Spouse
Stock Option	$26.84	07/29/2004		D			48,000	(15)	03/14/2010	Common Stock	48,000	(15)	0	I	By Spouse
Stock Option	$47.91	07/29/2004		D			6,678	(16)	03/02/2011	Common Stock	6,678	(16)	0	I	By Spouse
Stock Option	$47.91	07/29/2004		D			9,322	(17)	03/02/2011	Common Stock	9,322	(17)	0	I	By Spouse

Explanation of Responses:

1. Pursuant to the merger agreement between the Issuer and United HealthGroup Incorporated ("United"), dated as of April 26, 2004, exchanged for (a) 36,774 shares of United having a market value of $64.01 per share on the effective date of the merger and (b) cash in the amount of $935,418.33.

2. These shares represent the Reporting Person's spouse's restricted stock units which were assumed by United in the merger and replaced with restricted stock units for 7,637 shares of United with a vesting schedule of March 2, 2007, 2008 and 2009.

3. Pursuant to the merger agreement between the Issuer and United, dated as of April 26, 2004, exchanged for (a) 703 shares of United having a market value of $64.01 per share on the effective date of the merger and (b) cash in the amount of $17,900.19. 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 100% vested in these shares.

4. These shares reporesent the Reporting person's spouse's ownership in the Issuer's 401(k) Plan, which were disposed of pursuant to the merger agreement between the Issuer and United, dated as of April 26, 2004, in exchange for (a) 122 shares of United having a market value of $64.01 per share on the effective date of the merger and (b) cash in the amount of $3,120.81. 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's spouse is 100% vested in these shares.

5. This option was assumed by United in the merger and replaced with an option to purchase 16,651 shares of United common stock for $21.05 per share.

6. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 133,214 shares of United common stock for $41.74.

7. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 155,417 shares of United common stock for $28.82.

8. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 88,810 shares of United common stock for $30.23.

9. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 10,378 shares of United common stock for $53.95.

10. The remaining portion of this option became fully vested and immediately exercisable upon completion of the merger between the Issuer and United on July 29, 2004 and was assumed by United in the merger and replaced with an option to purchase 14,487 shares of United common stock for $53.95.

11. This option was assumed by United in the merger and replaced with an option to purchase 6,993 shares of United common stock for $21.05 per share.

12. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 4,440 shares of United common stock for $30.97.

13. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 35,523 shares of United common stock for $41.74.

14. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 53,286 shares of United common stock for $28.82.

15. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 42,628 shares of United common stock for $30.23.

16. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 5,930 shares of United common stock for $53.95.

17. The remaining portion of this option became fully vested and immediately exercisable upon completion of the merger between the Issuer and United on July 29, 2004 and was assumed by United in the merger and replaced with an option to purchase 8,278 shares of United common stock for $53.95.

18. These shares represent ownership by the Reporting Person's spouse which were disposed of pursuant to the merger agreement between the Issuer and United HealthGroup Incorporated ("United"), dated as of April 26, 2004, in exchange for (a) 1,589 shares of United having a market value of $64.01 per share on the effective date of the merger and (b) cash in the amount of $40,425.

Remarks:

	Kurt Thompson	08/02/2004
	** 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).
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