UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
November 4, 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 4 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 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.)
<PAGE>
CUSIP No. 302426 20 0 13D Page 3 of 4 pages
1. NAME OF PERSON
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e). [ ]
6. CITIZENSHIP OR PLACE OR ORGANIZATION
7. SOLE VOTING POWER
NUMBER OF SHARES 8. SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14. TYPE OF REPORTING PERSON*
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 302426 20 0 13D Page 4 of 4 Pages
The purpose of this amendment is to terminate Mr. Anderson's
reporting of his ownership of Series A Cumulative Convertible
Preferred Stock (the "Preferred Stock") of the issuer. On October
31, 1994, Mr. Anderson filed a statement on Schedule 13D reporting
the shares of Common Stock of the issuer into which the Preferred
Stock is convertible. Because the Preferred Stock is deemed a
"non-voting" security for purposes of Rule 13d-1(d) under the Act,
ownership thereof is not required to be reported on Schedule 13D.
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: November 4, 1994
