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):   March 22, 2004


                           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, including zip code)


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



 Item 5:   Other Events and Regulation FD Disclosure


 On March 22, 2004, First Health Group Corp. issued a press release
 announcing the appointment of William McManaman as Senior Vice President
 and Chief Financial Officer.  A copy of the press release is attached as
 Exhibit 99.1 to this Current Report on Form 8-K.




 Item 7. Exhibits


 Exhibit 99.1: First Health Group Corp. press release dated March 22, 2004.



                                  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.



 March 22, 2004                /s/  Edward L. Wristen
                               ----------------------
                               Edward L. Wristen
                               President and Chief Executive Officer

EX-99.1

                                                                 EXHIBIT 99.1


                                                                 FIRST HEALTH

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


 Investor Contact:  Edward L. Wristen,
                    President & CEO
                    630-737-7900

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


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

                   FIRST HEALTH ANNOUNCES NEW APPOINTMENTS


 DOWNERS GROVE, IL - March 22, 2004 - Edward L. Wristen, President and Chief
 Executive Officer of First Health Group Corp. (NASDAQ: FHCC), announced
 today the appointment of William McManaman as Senior Vice President and
 Chief Financial Officer.  Joseph E. Whitters, the Company's current CFO and
 Executive Vice President-Finance, will remain Executive Vice President and
 concentrate on investor relations, business development and acquisitions.

 Mr. McManaman, age 56, brings over 30 years of financial management
 experience to First Health, including nine years as a CFO of multibillion-
 dollar public companies.  Mr. McManaman previously served as the Executive
 Vice President and CFO of Aurora Foods, Inc. since 2002; Vice President,
 Finance and CFO of Dean Foods Company from 1995 - 2000; and served in
 numerous financial roles for the Brunswick Corporation from 1979 - 1995,
 including Vice President, Finance from 1988 - 1995.

 "Bill McManaman is a proven financial executive who brings an enormous
 breadth of experience to First Health," noted Mr. Wristen.  "At the same
 time, we will continue to draw on Joe Whitters' deep knowledge of and
 commitment to our Company in a new role that is very important to the
 future of our business."

 Mr. Whitters noted that, "Ed and I have been in extensive discussions for
 some time regarding the addition of more talent.  With Bill's experience,
 he will be invaluable in taking the Company to the next level.  I look
 forward to working closely with Bill to bring him up to speed on our Company
 and the managed care industry and am excited to be able to focus more time
 on areas where I can bring added value to First Health."

 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.