8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C.  20549

                                   FORM 8-K


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


    Date of Report (Date of earliest event reported):   September 2, 2003


                           First Health Group Corp.
            (Exact name of registrant as specified in its charter)


         Delaware                 0-15846                 36-3307583
 (State of Incorporation)       (Commission              (IRS Employer
                                File Number)          Identification No.)


    3200 Highland Avenue, Downers Grove, IL                  60515
    (Address of principal executive offices)               (Zip Code)


                               (630) 737-7900
             (Registrant's telephone number including area code)




 Item 5:   Other Events

 On September 2, 2003, First Health Group Corp. (the "Company") announced
 that it had entered into a definitive agreement to acquire the stock of
 Health Net Employer Services, Inc., a workers' compensation managed care
 company based in Irvine, CA, from Health Net, Inc.  The transaction, valued
 at $80 million to be paid in cash, is anticipated to close in October 2003,
 subject to regulatory approval.



 Item 7. Exhibits

 Exhibit 99.1:   First Health Group Corp. press release dated
                 September 2, 2003.


                                  SIGNATURES


 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.


                               First Health Group Corp.



 September 3, 2003             /s/  Joseph E. Whitters
                               -----------------------
                               Joseph E. Whitters
                               Vice President, Finance and
                               Chief Financial Officer

EX-99.1

                                                                 EXHIBIT 99.1


                                                                 FIRST HEALTH

                                                         3200 Highland Avenue
                                                Downers Grove, IL  60515-1223
                                                               (630) 737-7900
                                                          www.firsthealth.com


 Investor Contacts:  Joseph E. Whitters, CFO,
                     630-737-7511

 Media Contact:      Erin Gardiner,
                     Public Relations Manager,
                     630-737-5016

                                                        FOR IMMEDIATE RELEASE
                                                        ---------------------

                           FIRST HEALTH TO ACQUIRE
                 A WORKERS' COMPENSATION MANAGED CARE COMPANY

 ----------------------------------------------------------------------------

      DOWNERS GROVE, IL - September 2, 2003 - First Health Group Corp.
 (NASDAQ:  FHCC), today announced a definitive agreement to acquire the
 stock of Health Net Employer Services, Inc., a workers' compensation managed
 care company based in Irvine, CA, from Health Net, Inc. (NYSE:  HNT).  The
 purchase includes Health Net Plus Managed Care Services, Inc. and Health Net
 CompAmerica, Inc.  The transaction, valued at approximately $80 million to
 be paid in cash, is anticipated to close in October 2003, subject to
 regulatory approval and certain covenants and conditions.

      Edward L. Wristen, President and CEO of First Health, noted that the
 acquisition is a natural extension of the Company's services and will expand
 the Company's position in the workers' compensation area.  Additionally, Mr.
 Wristen noted that First Health expects to build on existing relationships
 and expand services to Health Net Employer Services' clients as various
 efficiencies are achieved through the integration of operations over the
 next 18 months.

      Mr. Wristen noted that this acquisition would be neutral to slightly
 accretive to earnings in 2003, depending on the closing date.  With the
 completion of this acquisition, it should allow the Company to reach at
 least $1 billion of revenue in 2004.


 Conference Call and Webcast
 ---------------------------
      First Health Group Corp. will host a conference call and webcast on
 Wednesday, September 3, at 9 a.m. Central Daylight Time to discuss the
 Company's acquisition.  The call will be available on a live webcast from
 the Company's website (www.firsthealth.com).  The webcast is open to all
 interested parties on a listen-only basis.  Individuals who listen to the
 call will be presumed to have read First Health's Annual Report on Form 10-K
 for the year ended December 31, 2002, and Quarterly Report on Form 10-Q for
 the three months ended March 31 and June 30, 2003.


 Business Description
 --------------------
      First Health, the premier national health-benefits services company,
 specializes in providing large payors with integrated managed care
 solutions. First Health is a unique national managed care company serving
 the group health, workers' compensation and state agency markets. Using
 technology to enable service and managed care innovations, First Health
 sets the bar for industry performance. For more information, visit the
 company website at www.firsthealth.com.

      Health Net Employer Services and its subsidiaries provide workers'
 compensation-related managed care and cost containment programs to
 employers, insurance carriers, third party administrators and public
 agencies.  In addition, the company operates a state certified Health Care
 Organization (HCO) in California, where it provides employers with access
 to contracted networks of physicians.

      Health Net, Inc. is one of the nation's largest publicly traded
 managed health care companies.  Its mission is to help people be healthy,
 secure and comfortable.  The company's HMO, insured PPO and government
 contracts subsidiaries provide health benefits to approximately 5.3 million
 individuals in 15 states through group, individual, Medicare, Medicaid and
 TRICARE programs.  Health Net's subsidiaries also offer managed health care
 products related to behavioral health, dental, vision and prescription
 drugs, and offer managed health care product coordination for multi-region
 employers and administrative services for medical groups and self-funded
 benefits programs.  For more information on Health Net, Inc., please visit
 the company's Web site at www.health.net.


 Forward-Looking Statements Notice
 ---------------------------------
      Certain statements herein regarding anticipated financial results
 for 2003 and 2004 and the Company's business prospects are forward-looking
 statements that involve substantial risks and uncertainties. In accordance
 with the Private Securities Litigation Reform Act of 1995, factors that
 could cause the Company's actual results to differ materially from those
 expressed or implied by such forward-looking statements include, among
 others, the inability of the Company to continue to:  (i) enter into
 contracts with and successfully implement programs for new clients within
 the time frame established by the Company and achieve the revenue growth
 expected to result from the addition of such clients, (ii) expand its group
 health, workers' compensation and public sector business, (iii) control
 health care benefit expenses, and (iv) successfully integrate the Mail
 Handlers Benefit Plan administrative assets. All forward-looking statements
 herein are made as of the date hereof, and the Company undertakes no
 obligation to update such statements.

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