SecProbe.io

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November 23, 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
		Filed November 15, 2004

Dear Mr. Gerstein:

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

Schedule TO-I

1. We note that you have entered into a merger agreement with
Coventry Health Care.  You state you are making this offer because
you "have agreed in [y]our merger agreement with Coventry to make
this offer . . . in order to reduce the number of options required
to be assumed by Coventry so that it is less likely that Coventry
stockholder approval will be required to complete the merger."
Please provide us your analysis regarding whether this offer is
being conducted on behalf of Coventry Health Care, and therefore
Coventry is subject to Regulation 14D and must file a Schedule TO.
See Rule 14d-1(c)(1).  In your analysis, please address the source
of funds for the offer.  For example, we note that you will pay for
the options using funds available under a line of credit with your
bank. Tell us how the merger agreement addresses this and similar
loans, lines of credit, etc.  It appears that Coventry would assume
the debt obligation, and therefore be the ultimate source of funds
for this offer.  For additional guidance in determining the bidder
in a tender offer please refer to Item II.D.2 of the Division of
Corporation Finance`s Current Issues and Rulemaking Projects, which
is available on our website at www.sec.gov.  In addition, tell us
whether you have determined that a Coventry shareholder vote will
not be required. We note that the officers and directors have agreed
to tender into the offer.

2. Please tell us when and how you commenced this offer.  We note
that the Schedule TO-I was filed on November 15, 2004.  We also
note the text of the message filed as an exhibit to the first amended
Schedule TO-I, which indicates that, as of November 18, 2004, the
offer is being mailed to option holders` homes.  It is unclear
whether the offer will be open twenty business days as required by
Rule 13e-4(f)(1)(i).  Please advise.

Offer to Purchase

Summary Term Sheet, page 1

3. The disclosure on page 3 indicates that the offer is open to
employees and former employees.  Are there any additional persons
who hold options subject to the offer?  Revise the offer to clarify
who holds these options and, if accurate, that the offer is open to
all option holders.

4. Please clarify how you will be able to satisfy all conditions
of the offer prior to expiration of the offer.  We note that the
offer is contingent upon satisfaction of all of the conditions to
the merger and that the offer will be consummated immediately prior
to the merger.

Conditions, page 14

5. Revise the document to disclose all conditions of the offer in
this section.  This should include all conditions of the merger
agreement, which are conditions of this offer.

6. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions have been satisfied.  Furthermore, in the absence of any
objective criteria, such as a standard of reasonableness, satisfaction
of the offer conditions in the sole discretion of the bidder is the
equivalent of a waiver of the offer condition.  For example,
revise the following:

* Please revise the second paragraph to include an objective
Standard for the determination of whether each of the conditions
has been satisfied.  For example, you condition the offer on whether
an event occurs that "materially impair[s] the benefits [you] believe
[you] will receive from the offer" (emphasis added).

* Also revise the second paragraph to specify or generally
describe the benefits of the offer to you so that option holders will
have the ability to objectively determine whether the condition has
been triggered.

* In the third paragraph, omit the reference to actions or
inactions by you.

* Revise the third paragraph to provide an objective standard to
your ability to determine whether the offer conditions have been
satisfied.

Certain U.S. Federal Income Tax Consequences, page 21

7. Revise the title to this section to eliminate the term
"certain."

8. We note the second sentence to this paragraph.  Please tell us
whether there exist any option holders who were not "granted their
options in connection with the performance of services."

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts relating to a company`s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      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

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