FORM 10-Q/A      


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            _______________________



     (Mark One)

     [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 1995

                                       OR

     [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ______________ to ____________
     
     Commission file number 0-14796


                         FHP INTERNATIONAL CORPORATION
                             a Delaware Corporation
                 I.R.S. Employer Identification No. 33-0072502

     
              9900 Talbert Avenue, Fountain Valley, CA  92708-8000
              (Address of principal executive offices)  (Zip Code)
                                 (714) 963-7233
              (Registrant's telephone number, including area code)


     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 ___.


     The registrant had 40,210,885 shares of common stock, par value
     $0.05 per share, outstanding at May 10, 1995.

                                        
                 The Exhibit Index Appears on Page 14


  The sole purpose of this Form 10-Q/A is to insert (1) the third paragraph
of Note 5 to the Notes to Consolidated Financial Statements, and (2) the 
second page of Exhibit 11.1, both of which were inadvertently omitted 
during the electronic transmission of the Registrant's Form 10-Q on 
May 12, 1995.


                         PART 1 - FINANCIAL INFORMATION


Item 1.  Financial Statements

                         FHP INTERNATIONAL CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                  (unaudited)

                                     ASSETS

(amounts in thousands,                       March 31,         June 30,
 except share data)                            1995             1994
                                          _____________     ___________
    
                    
Cash and cash equivalents                $   247,000       $   60,571
Short-term investments (Note 3)              172,600          186,212
Accounts receivable, net                     143,814          112,092
Deferred income taxes                         29,500           30,360
Prepaid expenses and other
   current assets                             60,269           56,708

                                          __________       __________

   Total current assets                      653,183          445,943
                                                    
Property and equipment, net                  404,699          403,754
Long-term investments (Note 3)                71,401          122,782
Restricted investments (Note 3)               97,409           97,879
Excess purchase price over net assets
   acquired, net                           1,048,788        1,073,839
Other assets, net                             28,305           25,072
                                          __________       __________
                                                                            
   Total assets                          $ 2,303,785       $2,169,269
                                          ==========       ==========

__________
See accompanying notes to consolidated financial statements.