ATTENTION ESOP PARTICIPANTS:


                         VOTE  FOR



                  FHP'S ACQUISITION OF TAKECARE


In the packet of materials previously sent to your home, you will find a blue
voting instruction card (sample on reverse side of this flyer) and a 
preaddressed, postage paid envelope.  Just complete the blue card and mail 
no later than June 3, 1994.




SAMPLE VOTING INSTRUCTION CARD (One side)
______________________________________________________________________________

/X/     PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.


(1)  To approve and adopt the Agreement and Plan of Merger, dated as of March
     3, 1994 as amended, among FHP, FHP Sub, Inc., a wholly-owned subsidiary
     of FHP, and TakeCare, Inc., and the transactions contemplated thereby.

        FOR /  /            AGAINST /  /           ABSTAIN /  /


(2)  To amend FHP's Restated Certificate of Incorporation to increase the
     authorized number of shares of common stock of FHP from 70,000,000 to
     100,000,000 and the authorized number of shares of preferred stock of FHP
     from 5,000,000 to 40,000,000.

        FOR /  /            AGAINST /  /           ABSTAIN /  /


     THE SHARES WILL BE VOTED AS DIRECTED.  UNLESS OTHERWISE
     DIRECTED, THE SHARES WILL BE VOTED FOR PROPOSAL 1 AND FOR
     PROPOSAL 2.  TO THE EXTENT PERMITTED BY LAW, THE
     UNDERSIGNED CONFERS UPON THE TRUSTEE OR ITS DESIGNEE
     DISCRETION TO ACT UPON ALL OTHER MATTERS THAT MAY COME
     BEFORE THE MEETING.

     The undersigned hereby acknowledges receipt of (i) the Notice of Special
Meeting of Stockholders dated May 6, 1994; (ii) the Joint Proxy 
Statement/Prospectus dated May 6, 1994; and (iii) the Notice to Participants in
the FHP International Corporation Employee Stock Ownership Plan dated 
May 6, 1994.


SIGNATURE(S)______(SAMPLE ONLY - DO NOT SIGN)__________DATE___________
[  ] ALLOCATED SHARES ONLY
______________________________________________________________________________


If you have any questions or need further assistance in voting your shares, 
please call our proxy solicitor.

                    Georgeson & Company, Inc.
                   1-800-223-2064 (toll free)