SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
FHP INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
302426 10 1
(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 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.)
*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).
Page 1 of 5 Pages<PAGE>
Page 2 of 5 Pages
CUSIP No. 302426 10 1
_________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
FHP International Corporation Employee Stock Ownership Plan
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b) . X
_________________________________________________________________
3) SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . .
_________________________________________________________________
4) Citizenship or Place of Organization . . . . . California
_________________________________________________________________
(5) Sole Voting Power . . . . . . . . 3,626,299
Number of __________________________________________________
Shares
Beneficially (6) Shared Voting Power . . . . . . . . . . . .
Owned by __________________________________________________
Each
Reporting (7) Sole Dispositive Power . . . . . .3,626,299
Person __________________________________________________
With:
(8) Shared Dispositive Power . . . . . . . . . .
_________________________________________________________________
9) Aggregate Amount Beneficially Owned by Each Reporting Person
. . . . . . . . . . . 3,626,299
_________________________________________________________________
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
_________________________________________________________________
11) Percent of Class Represented by Amount in Row 9 . . . 9.1%
_________________________________________________________________
12) Type of Reporting Person (See Instructions) . . . . . . EP
_________________________________________________________________
<PAGE>
Page 3 of 5 Pages
SCHEDULE 13G
Item 1 (a) Name of Issuer:
FHP International Corporation
(b) Address of Issuer's Principal Executive Offices:
9900 Talbert Avenue
Fountain Valley, California 92708
Item 2 (a) Name of Person Filing:
FHP International Corporation Employee Stock
Ownership Plan
(b) Address of Principal Business Office:
9900 Talbert Avenue
Fountain Valley, California 92708
(c) Citizenship:
Organized in California
(d) Title of Class of Securities:
Common Stock, par value $.05 per share
(e) CUSIP Number:
302426 10 1
Item 3 Filed Pursuant to Rules 13d-1(b) or 13d-2(b):
Inapplicable
Item 4 Ownership:
(a) 3,626,299 shares beneficially owned
(b) Represents 9.1% of the class
(c) Sole voting and dispositive power over 3,626,299
shares
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following.<PAGE>
Page 4 of 5 Pages
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person:
Participants' individual accounts under the FHP
International Corporation Employee Stock Ownership Plan
have the right to receive dividends from and the proceeds
from the sale of such securities.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
Inapplicable
Item 8 Identification and Classification of Members of the
Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
Inapplicable
<PAGE>
Page 5 of 5 Pages
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.
January 18, 1995
FHP International Corporation
Employee Stock Ownership Plan
By: /s/ Mark B. Hacken
Mark B. Hacken, Chairman
Administrative Committee
DOCS\RP0603.doc
