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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FOUNDATION HEALTH SYSTEMS INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
350404109
(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 6 pages<PAGE>
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CUSIP No. 350404109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates L.P. 04-3276558
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________
|
NUMBER OF | 5. SOLE VOTING POWER
|
SHARES | None
|
BENEFICIALLY | 6. SHARED VOTING POWER
|
OWNED BY | 5,213,529
|
EACH | 7. SOLE DISPOSITIVE POWER
|
REPORTING | 2,063,059
|
PERSON | 8. SHARED DISPOSITIVE POWER
|
WITH | 3,150,470
_______________|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,213,529
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.76%
12. TYPE OF REPORTING PERSON*
IA
Page 2 of 6 pages<PAGE>
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CUSIP No. 350404109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates Inc. 04-3276549
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________
|
NUMBER OF | 5. SOLE VOTING POWER
|
SHARES | None
|
BENEFICIALLY | 6. SHARED VOTING POWER
|
OWNED BY | 5,213,529
|
EACH | 7. SOLE DISPOSITIVE POWER
|
REPORTING | 2,063,059
|
PERSON | 8. SHARED DISPOSITIVE POWER
|
WITH | 3,150,470
_______________|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,213,529
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.76%
12. TYPE OF REPORTING PERSON*
CO
Page 3 of 6 pages<PAGE>
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Item 1(a) Name of Issuer:
Foundation Health Systems Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
21600 Oxnard Street
Woodland Hills, California 91367
Item 2(a) Name of Person Filing:
Harris Associates L.P. ("Harris")
Harris Associates, Inc.(the "General Partner")
Item 2(b) Address of Principal Business Office:
Both Harris and the General Partner maintain
their principal offices at:
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602-3790
Item 2(c) Citizenship:
Harris is a Delaware limited partnership.
The General Partner is a Delaware corporation.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 Par Value (the "Shares")
Item 2(e) CUSIP Number:
350404109
Item 3 Type of Person:
(e) Harris is an Investment Adviser registered under
Section 203 of the Investment Advisers Act of
1940.
The General Partner is the sole general
partner of Harris.
Item 4 Ownership (at July 31, 1997):
(a) By reason of advisory and other relationships with
the persons who own the Shares, Harris may be
deemed to be the beneficial owner of the following
Shares:
5,213,529 shares
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(b) Percent of class:
(based on 109,444,117 shares outstanding)
4.76%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
None
(ii) shared power to vote or to direct the
vote: 5,213,529
(iii) sole power to dispose or to direct the
disposition of: 2,063,059
(iv) shared power to dispose or to direct the
disposition of: 3,150,470
Harris has been granted the power to vote Shares in
circumstances it determines to be appropriate in connection
with assisting its advised clients to whom it renders
financial advice in the ordinary course of its business, by
either providing information or advice to the persons having
such power, or by exercising the power to vote.
In addition, Harris serves as investment adviser to Harris
Associates Investment Trust (the "Trust"), and various of
Harris' officers and directors are also officers and
trustees of the Trust. Harris does not consider that the
Trust is controlled by such persons. The Trust, through its
various series, beneficially owns 3,148,910 Shares, which
are included as Shares over which Harris has shared voting
and dispositive power, and thus, as Shares beneficially
owned by Harris because of Harris' power to manage the
Trust's investment. In addition, Harris serves as
investment adviser to a small number of other clients who
may own Shares, but for which Harris does not have
discretionary authority. Nevertheless, if owned by such
clients, these Shares are included as Shares over which
Harris has shared voting and dispositive power, although
Harris may not be deemed the beneficial owner (as defined in
Rule 13d-3) of such shares.
Item 5 Ownership of Five Percent or Less of a Class:
As of July 31, 1997, Harris ceased to be a beneficial owner
of more than 5 percent of the aforementioned class of
securities.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
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Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowlegge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do 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: August 7, 1997
Harris Associates, Inc., for itself and,
as general partner for Harris Associates
L.P.
By:/s/Donald Terao
Donald Terao
Secretary
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