SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under The Securities Exchange Act of 1934
(Amendment No. 1)
FHP Intl Corp, (Dela.)
____________________________________________________________
(Name Of Issuer)
Common
______________________________________________________________
(Title of Class of Securites)
302426101
___________________
(Cusip Number)
Check the following box if a fee is being paid with this
statement. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than 5% of the class of securities
described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (see rule13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on the following page(s))
Page 1 of 6 Pages
SEC 1745 (9-82)
<PAGE>
CUSIP No. 302426101 13G Page 2 of 6 Pages
FHP Intl Corp
1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO.
OF ABOVE PERSON.
Chemical Banking Corporation - CBC
Chemical Bank - CB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
(B)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Chemical Banking Corporation - CBC
Chemical Bank - CB
NUMBER
OF
SHARES 5 SOLE VOTING POWER
CBC - 3,155,000
CB - 3,155,000
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
NONE
EACH
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
CBC - 260,400
CB - 260,400
WITH 8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CBC - 3,155,000
CB - 3,155,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
CBC - 7.262%
CB - 7.262%
12 TYPE OF PERSON REPORTING*
CBC - HC
CB - BK
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
FHP Intl Corp
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G Under
The Securities Exchange Act of 1934
(Amendment No.1 )
Item 1(a). Name of Issuer: FHP Intl Corp
Item 1(b). Address of Issuer:
9900 Talbert Avenue
Fountain Valley, Ca. 92708
Principal Executive Officer: Robert Gumbiner, Chmn
Item 2(a). Name of Person Filing: This notice is filed by CHEMICAL BANKING
CORPORATION (CBC) and its wholly owned subsidiary, Texas Commerce Bank (TC).
Item 2(b). Item 2(b). Address of Principal Business
CBC: 270 Park Ave
Office: New York, NY 10017
CB: 270 Park Ave
New York, NY 10017
Item 2(c). Citizenship: CBC - Delaware
CB - New York
Item 2(d). Title of Class of Securities: Common Par
Item 2(e). CUSIP Number: 302426101
Page 3 of 6
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FHP Intl Corp
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ X ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or endowment Fund
[see Section 240.13d-1(b)(1)(ii)(F)].
(g) [ X ] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with Section 240.13d-1(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned:
CBC - 3,155,000
CB - 3,155,000
(b) Percent of Class: CBC - 7.262 %
CB - 7.262 %
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
CBC - 3,155,000
CB - 3,155,000
(ii) Shared power to vote or to direct the vote:
Page 4 of 6
<PAGE>
FHP Intl Corp
(iii) Sole power to dispose or to direct the disposition of:
CBC - 260,400
CB - 260,400
(iv) Shared power to dispose or to direct the disposition of:
None
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
The beneficial interest reported has been acquired through
fiduciary relationships. Beneficial ownership of portions
of the shares reported is shared with unaffiliated persons,
none of whose beneficial ownership in the subject shares exceeds
five percent of the issuers outstanding shares.
Item 7. Identification and Classification of the Subsidiary Which
Holds the Security Being Reported on by the Parent Holding Company:
Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf
of both CBC and its subsidiary, CB. In lieu of attaching an exhibit
hereto, the identity of CB is as set forth on the cover page hereof
CB is classified as a Bank, as such term is defined in Section
(3) (a) (6) of the Securities Exchange Act of 1934, as amended,
Item 8. Identification and Classification of Members of this Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Page 5 of 6
<PAGE>
FHP Intl Corp.
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and did not have the effect of
changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
Signature: After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: February 7, 1996
CHEMICAL BANK CHEMICAL BANKING CORPORATION
/s/John B. Wynne /s/John B. Wynne
John B. Wynne John B. Wynne
Corporate Secretary Corporate Secretary
Page 6 of 6
