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OMB Number 3235-0104
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FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
TPG PARTNERS II, L.P.
201 Main Street
Fort Worth. Texas 76102
2. Date of Event Re-quiring Statement
(Month/Day/Year)
2/23/98
3. IRS or Social
Security Number of
Reporting Person, if
an Entity (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
OXFORD HEALTH PLANS, INC. (OXHP)
5. Relationship of Reporting Person to Issuer
__________ Director X 10% Owner
__________ Officer (give __________ Other (specify
title below)
------------------------------
6. If Amendment, Date of Original
(Month/Day/Year)
7. Individual or Joint/Group Filing
(Check applicable line)
___ Form filed by One Reporting Person
X Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of Securities 3. Ownership Form: Direct (D) 4. Nature of Indirect
(Instr. 4) Beneficially Owned or Indirect (I) (Instr. 5) Beneficial Ownership
(Instr. 5) (Instr. 4) (Instr. 5)
Series A Preferred Stock 245,000 D
Series B Preferred Stock 105,000 D
</TABLE>
* If the Form is filed by more than one Reporting Person, see
instruction 5(b)(v).
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly (Over)
(Print or Type Responses) SEC 1473 (8/92)
<PAGE>
FORM 3 (continued)Table II -- Derivative Securities Beneficially
Owned (e.g., puts, calls, warrants, options, convertible
securities)
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<S> <C> <C> <C> <C> <C> <C>
1. Title of Derivative 2. Date Exercisable and 3. Title and Amount 4. Conversion or 5. Ownership Form 6. Nature
Security Expiration Date of Securities Underlying Exercise Price of Derivative of
(Instr. 4) (Month/Day/Year) Derivative Security of Derivative Security: Indirect
(Instr. 4) Security Direct (D) or Beneficial
Indirect (I) Ownership
Date Expir- Amount or (Instr. 5) (Instr.5)
Exerci- ation Number of
sable Date Tit.e Shares
Series A Warrants Issue 10 years Common 15,800,000 17.75 D
Date from issue Stock
Series B Warrants Issue 10 years Series C 6,730 0.01775 D
Date from issue Preferred
Stock
Common 6,730,000 17.75
Stock 1
</TABLE>
<PAGE>
TPG PARTNERS II. L.P.
By: TPG GenPar II, L.P., General Director
TPG Advisors II, Inc. General Partner
/s/ James O'Brien March 5, 1998
------------------- -------------
**Signature of Date
Reporting Person
TPG OXFORD LLC
/s/ James O'Brien March 5, 1998
------------------- -------------
**Signature of Date
Reporting Person
TPG PARALLEL II, L.P.
By: TPG GenPar II, L.P., General Partner
By: TPG Advisors II, Inc., General Partner
/s/ James O'Brien March 5, 1998
------------------- -------------
**Signature of Date
Reporting Person
TPG INVESTORS II, L.P.
By: TPG GenPar II, L.P., General Partner
By: TPG Advisors II, Inc., General Partner
/s/ James O'Brien March 5, 1998
------------------- -------------
**Signature of Date
Reporting Person
