Exhibit 99.1

6705 Rockledge Drive, Suite 900 Bethesda, MD 20817-1850 (301) 581-0600	News Release

FOR IMMEDIATE RELEASE	Contact:	Dale B. Wolf Chief Financial Officer (301) 581-5709
		John Stelben Investor Relations (301) 581-5729

Coventry Health Care Signs Definitive Agreement To Acquire First Health

Coventry Reports Third Quarter Earnings of $0.96 Per Diluted Share

• Creates a leading health benefits company with size and scale for future growth

• Leverages the complementary strengths of both companies

• Broadens the product portfolio and further diversifies the client base

• First Health shareholders will receive 0.1791 Coventry shares and $9.375 in cash per First Health share

• Immediately accretive, expected to add $0.30 — $0.36 to earnings per share in 2005

     Bethesda, Maryland (October 14, 2004) — Coventry Health Care, Inc. (NYSE: CVH), and First Health Group Corp. (First Health) (NASDAQ: FHCC) jointly announced today that they have signed a definitive agreement whereby Coventry will acquire all of the outstanding shares of common stock of First Health for a combination of shares of Coventry’s common stock and cash. The combination creates a national health benefits company capable of providing health insurance and administrative services to a broad array of commercial and government clients.

Under the terms of the agreement, and subject to regulatory approvals, Coventry will pay 0.1791 shares of Coventry common stock and $9.375 in cash, per First Health share. Based on the NYSE closing price of Coventry’s shares of $52.05, the indicated combined per share consideration for each outstanding share of First Health common stock amounts to $18.70 or a total indicated purchase price of approximately $1.8 billion. Coventry expects to finance the cash consideration with a combination of existing cash balances and borrowing under a new $950 million bank commitment.

First Health, headquartered in Downers Grove, Illinois, is a full service national health benefits services company serving the group health, workers’ compensation and state public program markets. First Health offerings include a directly contracted national preferred provider organization, clinical programs, disease management, pharmacy benefit management and other healthcare administrative products. First Health generated revenues of $890.9 million in 2003.

“The combination of Coventry Health Care and First Health Group creates a truly national health benefits platform with the tools to serve our local, national and governmental clients. Coventry Health Care has built a very successful market position in 15 markets throughout the United States. The acquisition of First Health enables us to extend our success far beyond our existing borders. This transforming acquisition positions Coventry to be a leader over the coming years as our clients seek an efficient solution to their health care cost challenges,” said Allen Wise, President and CEO of Coventry.

Dale Wolf, Executive Vice President and Chief Financial Officer, stated, “We look forward to combining the strengths of these two companies to better serve both companies’ clients. First Health’s national health administrative services

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business is highly complementary to our traditional strength in operating local health plans. We will now have the capability to target the most attractive opportunities in health insurance and administrative services from small group to national and governmental accounts nationwide.”

“This merger will provide great opportunities for all of our constituents including colleagues, clients and providers and enhance efforts to secure and service a growing client base.” said Edward L. Wristen, President and Chief Executive Officer of First Health.

As a result of the transaction, the combined company will benefit from:

• The size, scale and market access needed for leadership

• A broad product portfolio creating diversified revenues and cash flow streams

• A national presence combined with local network strength

• Operational excellence through combined management expertise

• Continued financial strength and flexibility

• Operating synergies of $100 million by the end of fiscal 2007

Transaction Summary

The transaction involves a merger of First Health into a Coventry acquisition subsidiary. Closing of the transaction, subject to regulatory approvals, approval of a majority of First Health’s shareholders and other customary conditions is expected during the first quarter of 2005. The transaction is expected to be structured as a tax-free reorganization. Following the transaction, First Health shareholders will have between 15.1% and 15.7% ownership on a diluted basis in the combined company. The merger agreement has been approved by the boards of directors of both companies.

CIBC World Markets Corp. and Lehman Brothers, Inc. acted as financial advisors and Bass, Berry, & Sims, PLC acted as legal counsel to Coventry.

Profile of the Combined Company

The combined company will have operations in 50 states in the United States, Puerto Rico and the District of Columbia. The combined company expects to have pro forma 2004 revenue of $6.2 billion, and EBITDA of $850.8 million. In addition, the combined company expects to achieve annual operating synergies of approximately $20-$30 million targeted for 2005, $40 -$60 million by the end of 2006, and more than $100 million by the end of 2007 (provider network savings, in-sourcing opportunities, implementation of best practices and elimination of duplicate corporate costs). The transaction is expected to be immediately accretive to Coventry’s earnings per share, adding approximately $0.30 – $0.36 to Coventry’s 2005 EPS guidance of $4.13 – $4.17 (excluding one-time transaction related adjustments and costs). Subsequent to closing, Coventry will have an anticipated debt to EBITDA ratio of 1.26x – 1.30x and a Debt/ Total Capitalization ratio of 33.8% – 34.7%.

Coventry Third Quarter 2004 Results

In addition to the First Health acquisition announcement, Coventry is also reporting its third quarter earnings and introducing guidance for 2005. Operating revenues totaled $1.33 billion for the quarter, a 15.6% increase over the third quarter of 2003. Net earnings were $87.0 million, or $0.96 per diluted share, a 28.9% increase over net earnings for the third quarter of 2003 and 29.7% on a per diluted share basis. For the nine months ended September 30, 2004, total revenues were $3.93 billion, a 18.6% increase over 2003, with net earnings of $2.71 per diluted share, a 36.2% increase over 2003.

Financial Highlights

• 3rd Quarter Membership Up 4.0% over the prior year quarter

• 3rd Quarter Revenues Up 15.6% over the prior year quarter

• 3rd Quarter EPS Up 29.7% over the prior year quarter

• 3rd Quarter Operating Margin of 9.6%, Up 70 basis points over the prior year quarter

• 3rd Quarter Annualized Return on Equity of 33.0%

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Q4 2004 Guidance

• Total Revenues of $1.37 billion to $1.38 billion

• EPS in the range of $0.95 to $0.97

2005 Guidance

• Risk revenues in the range of $5.90 billion to $6.00 billion

• Management services revenues of $100.0 million to $105.0 million

• Medical loss ratio (MLR%) of 80.5% to 81.5% of risk revenues

• Selling, general, and administrative expenses (SG&A) of $660.0 million to $670.0 million

• Depreciation and amortization of $20.0 million to $21.0 million

• Investment income of $43.0 million to $45.0 million

• Interest expense of $14.5 million to $14.8 million

• Tax rate of 35.8% to 36.2%

• Diluted share count of 90.5 million to 91.5 million shares

• Earnings per share (EPS) on a diluted basis of $4.13 – $4.17

     Mr. Wise will host a conference call at 10:30 a.m. EST on Thursday, October 14, 2004. To listen to the call, dial (888) 203-7337, or for international callers, (719) 955-1566. Callers will be asked to identify themselves and their affiliations. The conference call will also be broadcast over the internet at www.cvty.com. Coventry asks participants on both the call and webcast to review and be familiar with its filings with the SEC. A replay of the call will be available for one week at (888) 203-1112, or for international callers, (719) 457-0820. The access code is 932607.

     Coventry Health Care is a managed health care company based in Bethesda, Maryland operating health plans, insurance companies, and provider networks under the names Coventry Health Care, Coventry Health and Life, Altius Health Plans, Carelink Health Plans, Group Health Plan, HealthAmerica, HealthAssurance, HealthCare USA, OmniCare, PersonalCare, SouthCare, Southern Health and WellPath. The Company provides a full range of managed care products and services including HMO, PPO, POS, Medicare+Choice, and Medicaid to 3.1 million members in a broad cross section of employer and government-funded groups in 15 markets throughout the Midwest, Mid-Atlantic and Southeast United States. More information is available on the Internet at www.cvty.com.

     This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future financial performance and may be significantly impacted by certain risks and uncertainties described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Securities and Exchange Commission.

Additional Information About This Information

This communication is not a solicitation of a proxy from any security holder of First Health. Coventry and First Health intend to file a registration statement on Form S-4 with the SEC in connection with the Merger. The Form S-4 will contain a prospectus, a proxy statement and other documents for the stockholders’ meeting of First Health at which time the proposed transaction will be considered. The Form S-4, proxy statement and prospectus will contain important information about Coventry, First Health, the Merger and related matters. Investors and stockholders should read the Form S-4, the proxy statement and prospectus and the other documents filed with the SEC in connection with the Merger carefully before they make any decision with respect to the Merger. The Form S-4, proxy statement and prospectus, and all other documents filed with the SEC in connection with the Merger will be available when filed free of charge at the SEC’s web site, www.sec.gov. In addition, all documents filed with the SEC by Coventry in connection with the Merger will be made available to investors free of charge by writing to: Coventry Health Care, Inc., 6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817, Attn: Investor Relations. All documents filed with the SEC by First Health in connection with the Merger will be made available to investors free of charge by writing to: First Health Group Corp., 3200 Highland Avenue, Downers Grove, Illinois 60515, Attn: Investor Relations.

Coventry, First Health, their respective directors and executive officers may be deemed participants in the solicitation of proxies from First Health’s stockholders. Information concerning Coventry’s directors and certain executive officers and their direct and indirect interests in Coventry is contained in its proxy statement for its 2004 annual meeting of stockholders. Information concerning First Health’s directors and certain executive officers and their direct and indirect interests in First Health is contained in its proxy statement for its 2004 annual meeting of stockholders. Additional information regarding the interests of these participants in the Merger will be available in the proxy statement regarding the Merger. Investors can obtain free copies of these documents from the SEC’s website.

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COVENTRY HEALTH CARE, INC.
MEMBERSHIP
(Amounts in thousands)

	September 30,		June 30,		September 30,
	2004		2004		2003
Membership by Market:
Delaware		103		104		101
Georgia		76		80		77
Illinois – Central		87		86		75
Iowa		66		72		94
Kansas City		210		212		230
Louisiana		76		76		73
Nebraska		50		49		47
North Carolina		120		122		118
Pennsylvania		736		728		680
St. Louis		495		503		461
Utah		184		181		168
Virginia		166		163		154
West Virginia		77		82		75
Total Membership		2,446		2,458		2,353
Membership by Product:
Risk membership:
Commercial		1,487		1,503		1,486
Medicare		68		68		64
Medicaid		333		334		315
Total risk membership		1,888		1,905		1,865
Non-risk membership		558		553		488
Total Membership		2,446		2,458		2,353
Network rental membership		574		681		719

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COVENTRY HEALTH CARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
(unaudited)

	Quarters Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Operating revenues:
Managed care premiums	$	1,302,053		$	1,126,594		$	3,843,529		$	3,244,884
Management services		27,763			23,395			84,260			66,953
Total operating revenues		1,329,816			1,149,989			3,927,789			3,311,837
Operating expenses:
Medical costs		1,043,317			906,756			3,096,860			2,638,031
Selling, general and administrative		154,034			136,859			455,705			397,579
Depreciation and amortization		4,259			4,280			12,921			13,424
Total operating expenses		1,201,610			1,047,895			3,565,486			3,049,034
Operating earnings		128,206			102,094			362,303			262,803
Operating earnings percentage of total revenues		9.6	%		8.9	%		9.2	%		7.9	%
Senior notes interest expense, net		3,572			4,126			10,719			11,470
Other income, net		10,809			9,211			32,581			31,115
Earnings before income taxes		135,443			107,179			384,165			282,448
Provision for income taxes		48,421			39,656			138,814			101,991
Net earnings	$	87,022		$	67,523		$	245,351		$	180,457
Net earnings per share, basic	$	0.99		$	0.76		$	2.79		$	2.05
Net earnings per share, diluted	$	0.96		$	0.74		$	2.71		$	1.99
Weighted average shares outstanding, basic		88,344			88,595			87,954			87,824
Weighted average shares outstanding, diluted		90,653			91,230			90,527			90,441

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COVENTRY HEALTH CARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)

	September 30,		June 30,		December 31,
	2004		2004		2003
	(unaudited)		(unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	398,853	$	303,342	$	253,331
Short-term investments		287,141		249,159		101,191
Accounts receivable, net		91,523		85,015		89,766
Other receivables, net		52,240		51,764		45,335
Deferred income taxes		35,698		37,686		36,255
Other current assets		8,670		9,916		8,089
Total current assets		874,125		736,882		533,967
Long-term investments		949,099		978,428		1,051,400
Property and equipment, net		29,917		28,900		33,085
Goodwill		281,328		281,328		281,183
Other intangible assets, net		26,154		26,780		27,447
Other long-term assets		57,171		58,853		54,654
Total assets	$	2,217,794	$	2,111,171	$	1,981,736
Liabilities and Stockholders’ Equity:
Current liabilities:
Medical claims liabilities	$	597,510	$	595,720	$	537,340
Other medical liabilities		48,767		48,932		59,850
Accounts payable and other accrued liabilities		198,139		199,917		183,781
Deferred revenue		72,720		71,244		73,909
Total current liabilities		917,136		915,813		854,880
Senior notes		170,500		170,500		170,500
Other long-term liabilities		26,065		21,651		27,358
Total liabilities		1,113,701		1,107,964		1,052,738
Stockholders’ Equity:
Total stockholders’ equity		1,104,093		1,003,207		928,998
Total liabilities and stockholders’ equity	$	2,217,794	$	2,111,171	$	1,981,736

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COVENTRY HEALTH CARE, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in thousands)
(unaudited)

				Nine Months
	Quarter Ended			Ended
	September 30, 2004			September 30, 2004
Cash flows from operating activities:
Net earnings	$	87,022		$	245,351
Depreciation and amortization		4,259			12,921
Amortization of deferred compensation		4,562			10,945
Changes in assets and liabilities:
Accounts receivable, net		(6,508	)		(1,757	)
Medical claims liabilities		1,790			60,170
Other medical liabilities		(165	)		(11,083	)
Accounts payable and accrued liabilities		5,194			28,187
Deferred revenue		1,476			(1,189	)
Other operating activities		4,350			3,773
Net cash flows from operating activities		101,980			347,318
Cash flows from investing activities:
Capital expenditures, net		(4,646	)		(7,812	)
Payments for investments, net of sales and maturities		(196	)		(105,160	)
Payments for acquisitions, net of cash acquired		(4	)		(975	)
Net cash flows from investing activities		(4,846	)		(113,947	)
Cash flows from financing activities:
Proceeds from issuance of stock		3,438			8,886
Payments for repurchase of stock		(5,061	)		(96,602	)
Payments for fractional shares from stock split		0			(133	)
Net cash flows from financing activities		(1,623	)		(87,849	)
Net change in cash and cash equivalents for current period		95,511			145,522
Cash and cash equivalents at beginning of period		303,342			253,331
Cash and cash equivalents at end of period	$	398,853		$	398,853
Cash and Investments:
Cash and cash equivalents	$	398,853		$	398,853
Short-term investments		287,141			287,141
Long-term investments		949,099			949,099
Total cash and investments	$	1,635,093		$	1,635,093

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COVENTRY HEALTH CARE, INC.
SELECTED OPERATING STATISTICS
(Excluding charges)

										Total									Total
	Q3 2004			Q2 2004			Q1 2004			2003			Q4 2003			Q3 2003			2002
Revenue PMPM
Commercial		228.36			224.56			222.08			206.08			209.74			208.30			183.80
Medicare		698.82			693.74			683.12			629.52			632.22			630.56			593.29
Medicaid		143.87			140.61			141.49			139.69			138.11			141.33			137.54
Management Fees		16.68			17.06			17.28			17.86			18.38			17.37			17.71
Medical PMPM
Commercial		182.12			177.19			176.36			164.59			165.28			166.36			152.12
Medicare		541.55			579.18			607.02			527.84			556.98			507.59			509.60
Medicaid		122.86			122.80			122.98			122.25			123.58			119.46			115.58
MLR %
Commercial		79.8	%		78.9	%		79.4	%		79.9	%		78.8	%		79.9	%		82.8	%
Medicare		77.5	%		83.5	%		88.9	%		83.8	%		88.1	%		80.5	%		85.9	%
Medicaid		85.4	%		87.3	%		86.9	%		87.5	%		89.5	%		84.5	%		84.0	%
Total		80.1	%		80.3	%		81.3	%		81.2	%		80.9	%		80.5	%		83.3	%
SGA % of revenues		11.6	%		11.6	%		11.6	%		12.0	%		11.9	%		11.9	%		12.2	%
SGA PMPM		21.05			20.86			20.54			20.60			20.69			20.51			19.56
Claims Statistics
Claims Inventory		143,645			161,212			142,080						128,556			156,773			146,842
Inventory Days on Hand		1.5			1.7			1.5						1.2			1.7			2.0
Total Medical Liabilities (000’s)	$	646,277		$	644,652		$	645,017					$	597,190		$	610,033		$	558,599
Days in Claims Payable		52.69			52.64			52.39						51.01			55.83			59.46
Days in Other Medical Liabilities		4.30			4.32			4.94						5.68			6.06			7.33
Total Days in Medical Liabilities		56.99			56.96			57.33						56.69			61.89			66.79
Member Growth(a)
Same Store		(12,000	)		27,000			48,000			157,000			36,000			42,000			51,000
Acquisition		0			0			0			191,000			(6,000	)		159,000			143,000

(a) Membership growth excludes network rental membership.

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