PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 1, 1994)

                                 750,000 SHARES

                        PACIFICARE HEALTH SYSTEMS, INC.

                              CLASS B COMMON STOCK

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    This  Prospectus Supplement supplements and  amends the attached Prospectus,
dated September 1, 1994 (the  "Prospectus"), whereby PacifiCare Health  Systems,
Inc. (the "Company") is offering 750,000 shares (the "Shares") of its non-voting
Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), to
certain health care provider groups (the "Groups").

    Certain  events which constitute an "Event of Default" are described on page
14 of  the Prospectus.  As described  on page  14 of  the Prospectus  under  the
caption  "Events of Default,"  in the case  of an Event  of Default described in
clauses (i) through (v) under the second paragraph of such caption, the  Company
could,  at its option, either terminate  the registered equity purchase contract
(a "Contract") resulting in a forfeiture of  any shares which had not then  been
paid  for or  accelerate the  payment of the  total consideration  due and owing
under such Contract (the "Total Purchase Price"). The remedies available to  the
Company upon the occurrence of an Event of Default have been revised.

    The  purpose of this Supplement is to revise the first sentence of the first
paragraph under the  caption "Events  of Default"  on page  14. If  an Event  of
Default occurs under clauses (i) through (v), the Company will have the right to
accelerate  the Total Purchase  Price due under  a Contract. In  the event of an
acceleration, the  shares of  Class B  Common Stock  paid for  pursuant to  such
acceleration  shall not  be delivered  to a Group  at the  time of acceleration.
Rather, the Company  will deliver the  shares over the  remaining period of  the
Contract  on each subsequent  May 1 through  and including May  1, 2000 (each, a
"Purchase Date")  in the  quantity  originally agreed  to  be delivered  in  the
Contract  on each Purchase Date. In addition,  the Group shall have no rights to
vote or  dispose of,  receive distributions  on such  shares or  exercise  other
shareholder rights with respect to such shares until delivery.

    Additionally,  the  following shall  be added  to  the disclosure  under the
caption "Payment" on page 15 of the Prospectus. If any Purchase Date falls on  a
day  that  is not  a  Business Day  (as  defined below)  then  the Shares  to be
purchased hereunder by each  Group (the "Contract  Shares") shall be  purchased,
and  the  total consideration  due  on each  Purchase  Date (the  "Purchase Date
Price") for  the Purchase  Date Shares  shall  be paid  on the  next  succeeding
Business Day as if it were made on the date such payment was due. As used herein
"Business  Day" shall be a day other than a Saturday, a Sunday or a day on which
commercial banks in Los Angeles, California are authorized or required by law or
other governmental action  to close. No  other revisions have  been made to  the
Prospectus.

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          The date of this Prospectus Supplement is November 4, 1994.