FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo & Dye's Instant Form 4 Filer www.section16.net

1. Name and Address of Reporting Person* Smith James C.	2. Issuer Name and Ticker or Trading Symbol First Health Group Corp. (FHCC)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director                                       10% Owner X Officer (give title below)          Other (specify below) Chairman of the Board
(Last)      (First)     (Middle) 3200 Highland Avenue	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) ###-##-####	4. Statement for Month/Day/Year April 14, 2003
(Street) Downers Grove, IL 60515		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person     Form filed by More than One Reporting Person
(City)     (State)     (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
								463,934	D
Common Stock	4/14/03		S(1)		4,000	D	$34.01
Common Stock	4/15/03		S(1)		4,000	D	$34.01	220,000	I	(2)
								191,348	I	(3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Explanation of Responses:

(1) Represents the delivery of shares pursuant to settlement under the PEACS program.
(2) Represents shares subject to the PEACS program.
(3) Represents shares held by the James C. and Norma I. Smith Foundation. NOTE: On June 29, 2001, James C. Smith entered into a PEACS variable share forward agreement with an unaffiliated third party (the "PEACS program"), whereby Mr. Smith will be obligated to deliver between 1,000,000 and 2,000,000 shares of common stock of the Issuer on dates ranging between January 7, 2002 and June 25, 2003. The exact number of shares to be delivered and the purchase price per share will depend on the number of trading days on which the closing price per share of common stock exceeds $25.75. The PEACS program is a component of a stock sale plan adopted by Mr. Smith on June 20, 2001, wh ich plan is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934 (the "Rule 10b5-1 plan").

By: /s/ Patrick J. Scullion, Attorney in Fact for James C. Smith
             James C. Smith
**Signature of Reporting Person 4/16/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.