UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______1____)*
PARTNERS Health Plan of Pennsylvania, Inc.
(f/k/a Physicians Health Plan of Pennsylvania, Inc.)
(Name of Issuer)
Common Stock, no par value
____________________________________________________________
(Title of Class of Securities)
N/A
____________________________________________________________
(CUSIP Number)
Charles H. Klippel, Counsel,
860-273-0045
AHP Holdings, Inc., 151 Farmington Avenue,
Hartford, Connecticut 06156
____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 20, 1996
____________________________________________________________
(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 . (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 the
disclosures provided in a prior cover page.
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. N/A 13D-A
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AHP Holdings, Inc.
151 Farmington Avenue
Hartford, CT. 06156-3124
IRS Identification No. 06-6033492
____________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A 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 OF ORGANIZATION
Connecticut
____________________________________________________________
NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH __________________________
8. SHARED VOTING POWER
0
__________________________
9. SOLE DISPOSITIVE POWER
0
__________________________
10. SHARED DISPOSITIVE POWER
0
____________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
____________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
____________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
____________________________________________________________
14. TYPE OF REPORTING PERSON*
HC
____________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 1 to the Schedule 13D originally
filed in August of 1988, hereby amends such filing.
Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meaning set forth in
such Schedule 13D.
Item 1. Security and Issuer
_____ ___________________
This class of equity securities to which
this statement relates is the common stock, no par
value (the"Shares"), issued by PARTNERS Health Plan of
Pennsylvania, Inc. (the "Company"), a Pennsylvania
corporation. The principal executive offices of the
Company are located at 5700 Corporate Drive, Suite 300,
Pittsburgh, Pennsylvania 15237.
Item 2. Identity and Background
_____ _______________________
(a), (b) and (c). This statement on Schedule
13D-A is being filed by AHP Holdings, Inc. ("AHP
Holdings"). AHP Holdings is a holding company organized
under the laws of the State of Connecticut. Its principal
business is to act as a holding company for managed health
care entities. The principal executive offices of AHP
Holdings
are located at 151 Farmington Avenue, Hartford, Connecticut
06156. The principal business of AHP Holdings is conducted
in the United States of America.
Attached as Schedule A hereto, and
incorporated herein by reference, is a list of all
executive officers and directors of AHP Holdings,
together with the residence or business address,
present principal occupation or employment and the
name, principal business and address of the
corporation or other organization in which such
employment is conducted, of each person listed thereon.
(d) During the past five years immediately
prior to the date hereof, neither AHP Holdings, nor to
the knowledge of AHP Holdings, any of its executive
officers or directors, has been convicted in any
criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years immediately
prior to the date hereof, neither AHP Holdings, nor,
to the knowledge of AHP Holdings, any of its execute
officers or directors, has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to,federal or state securities
laws of finding any violation with respect to such laws.
(f) All of the executive officers and
directors of AHP Holdings are United States citizens.
Item 3. Source and Amount of Funds or Other
Consideration.
_____ ___________________________________
N/A
Item 4. Purpose of Transaction.
_____ _______________________
N/A
Item 5. Interest in Securities of the Issuer.
_____ _____________________________________
Sub-item (a) of this Item is amended and
restated in its entirety to read as follows:
(a) As of the close of business on March 20,
1996, AHP Holding's beneficial ownership of Shares of
the Company and the corresponding percentage of total
Shares such number represents was as follows:
Number of Shares Percentage of Total
Name Beneficially Owned Issuer's Shares
_____ __________________ ___________________
AHP Holdings, Inc.* 0 0%
*Reporting Person
(b) The following table contains, for each person
named in (a) above, a detailing of the number of Shares as
to which there is sole power to vote and dispose of the
Shares, the number of Shares as to which there is shared
power to vote and dispose of the Shares, and the information
required by Item 2 for each person with whom such powers are
shared.
Figures given in the table represent numbers of shares.
Sole Power to Shared Power to
Vote and to Vote and to
Direct Direct
Name Disposition Disposition
______ ________________ _______________
AHP Holdings, Inc. * 0 0
*Reporting Person
(c) With the exception of a sale on March 20,
1996 by AHP Holdings of 4,957 Shares at a net price of
$5,274.90 per share pursuant to a certain Stock Purchase and
Merger Agreement dated December 18, 1995, entered into by
and among the Company, AHP Holdings, and Coventry
Acquisition Corporation, there have been no purchases or
sales of Shares by AHP Holdings during the past 60 days. To
the best knowledge of AHP Holdings, no person described in
(a) above has effected any other transactions in Shares
during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
____ _______________________________________________
N/A
Item 7. Material to be Filed as Exhibits
N/A
<PAGE>
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.
AHP HOLDINGS, INC.
April 9, 1996 /s/ CHARLES H. KLIPPEL
_______________ ________________________
Date Signature
Charles H. Klippel
Corporate Secretary
Schedule A
_________
Directors and Executive Officers
of
AHP Holdings, Inc.
Directors
_______
Residence or Principal
Name Business Address Occupation
_____ ________________ ____________
(all of Aetna
Health Plans)
James W. McLane Aetna Life and Chief Executive
Casualty Company Officer
1000 Middle Street
Middletown, CT 06457
Kevin F. Hickey Aetna Life and Senior Vice
Casualty Company President,
1000 Middle Street Operations &
Middletown, CT 06457 Member Services
Allen P. Maltz Aetna Life and Senior Vice
Casualty Company President,
1000 Middle Street Health Business
Middletown, CT 06457
Thomas R. Williams Aetna Life and Senior Vice
Casualty Company President,
1000 Middle Street Specialty Health
Middletown, CT 06457
Amin I. Khalifa Aetna Life and Chief Financial
Casualty Company Officer and
1000 Middle Street Senior Vice
Middletown, CT 06457 President,
Finance and Risk
Management
Executive Officers
___________________
Residence or Principal
Name Business Address Occupation
_____ ______________ ____________
(all of Aetna
Health Plans)
James W. McLane Aetna Life and Chief Executive
Casualty Company Officer
1000 Middle Street
Middletown, CT 06457
Kevin F. Hickey Aetna Life and Senior Vice
Casualty Company President,
1000 Middle Street Operations &
Middletown, CT 06457 Member Services
Allen P. Maltz Aetna Life and Senior Vice
Casualty Company President,
1000 Middle Street Health Business
Middletown, CT 06457
Amin I. Khalifa Aetna Life and Chief Financial
Casualty Company Officer and
1000 Middle Street Senior Vice
Middletown, CT 06457 President,
Finance and Risk
Management
