December 14, 2004

By Facsimile and U.S. Mail

Mark D. Gerstein, Esq.
Latham & Watkins LLP
233 South Wacker Drive, Suite 5800
Chicago, Illinois 60606

	Re:	First Health Group Corp.
		Schedule TO-I, Amendment No. 3
		Filed December 3, 2004

Dear Mr. Gerstein:

	We have the following additional comments on the above-
referenced filing:

Schedule TO-I

1. Please refer to comment 1.  We note your statement that the
Merger agreement does not refer to a tender offer.  We also note the
language in Section 2.5.2 of the merger agreement which states
that First Health will "use its commercially reasonable efforts" to
obtain the consents to cancel employee stock options in exchange for
cash. Tell us how First Health would do so other than by conducting a
tender offer.  In addition, we note that Section 2.5.2 of the
merger agreement establishes the timing of and consideration to be paid
in the solicitation of employee stock options in exchange for cash.
Finally, we note that Section 2.1.1 provides that if, at the time
the proxy is to be mailed, it is determined that Coventry would be
required to seek shareholder approval of the merger under the New
York Stock Exchange Rules, Coventry has the right to alter the
exchange ratio in the merger to avoid the shareholder vote.
Please revise your analysis in response to comment 1 to address these
facts.

Offer to Purchase

Conditions

2. We reissue comment 5.  Revise the tender offer to include
disclosure of the representations and warranties which are
conditions of the merger.  Also, confirm, if true, that none of the required
governmental approvals related to the merger are conditions this
tender offer, and so you cannot terminate the offer and retain
tendered securities pending receipt of any governmental approvals
that are required for the merger.

      				*  *  *


      Respond to our comments promptly.  Please furnish a response
letter, keying your response to our comment letter.  You should
transmit the letter via EDGAR under the label "CORRESP."  In the
even that you believe that compliance with any of the above comments is
inappropriate, provide a basis for such belief to the staff in the
response letter.  Please contact me at (202) 942-1881 if you have
any questions.

Sincerely,



Abby Adams
Special Counsel
Office of Mergers and Acquisitions