UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
FHP International Corporation
______________________________
(Name of Issuer)
Series A Cumulative Convertible Preferred Stock
_______________________________________________
(Title of Class of Securities)
302426 20 0
________________
(CUSIP Number)
Jack R. Anderson, 14755 Preston Road, Suite 515, Dallas, TX 75240
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 17, 1994
_____________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent 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
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*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 disclosures provided in
the prior cover page.
<PAGE>
CUSIP No. 302426 20 0 13D Page 2 of 5 pages
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities 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.)
<PAGE>
CUSIP No. 302426 20 0 13D Page 3 of 5 pages
1. NAME OF PERSON
Jack R. Anderson
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e). [ ]
N/A
6. CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
7. SOLE VOTING POWER
1,410,454 shares of Series A Cumulative
Convertible Preferred Stock
NUMBER OF SHARES 8. SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 9. SOLE DISPOSITIVE POWER
1,410,454 shares of Series A Cumulative
Convertible Preferred Stock
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,454 shares of Series A Cumulative Convertible Preferred
Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
Excludes 904,000 shares owned by two trusts, 457,340 shares
owned by Mr. Anderson's wife, and 448,000 shares owned by a
charitable foundation of which Mr. Anderson is chairman,
of which shares Mr. Anderson may be deemed to have indirect
beneficial ownership. Mr. Anderson disclaims beneficial
ownership of such shares.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% based on issuer's joint proxy statement/prospectus dated
May 6, 1994
14. TYPE OF REPORTING PERSON*
Individual
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 302426 20 0 13D Page 4 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
Title of class of equity securities: Series A Cumulative
Convertible Preferred Stock
Name and address of the principal executive offices of the
issuer:
FHP International Corporation
9900 Talbert Avenue
Fountain Valley, California 92708
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Jack R. Anderson
(b) Business address: 14755 Preston Road, Suite 515,
Dallas, Texas 75240
(c) Present principal occupation: President,
Calver Corporation
(d) Criminal convictions in the last five years: None
(e) Civil securities violations in the last five
years: None
(f) Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
881,534 shares of common stock of TakeCare, Inc.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Anderson acquired the shares of Series A Cumulative
Convertible Preferred Stock as an investment and may from time
to time acquire or dispose of additional shares through open
market and privately negotiated transactions depending on
existing market and economic conditions. Mr. Anderson intends
to review his investment in the issuer on a continuing basis
and, depending on the price and availability of shares,
subsequent developments affecting the issuer, the issuer's
business and prospects, other investment and business
opportunities available to Mr. Anderson, and other factors
considered relevant, may decide to increase or decrease the
size of his investment in the issuer.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
The aggregate number and percentage of the class of
securities beneficially owned by Mr. Anderson is
indicated on page 3 of this Schedule. Mr. Anderson acquired
such securities in connection with a merger of TakeCare,
Inc., with and into a subsidiary of the issuer, which
occurred on June 17, 1994. Mr. Anderson received 1.6 shares
of the Series A Cumulative Convertible Preferred Stock in
exchange for each of the 881,534 shares of TakeCare common
stock beneficially owned by him prior to the merger.
<PAGE>
CUSIP No. 302426 20 0 13D Page 5 of 5 Pages
ITEM 6. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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.
By: /s/ JACK R. ANDERSON
____________________
JACK R. ANDERSON
DATE: June , 1994
