SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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>
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. . . . . . . . . . . . . .3,841,350
Number of
Shares
Beneficially (6) Shared Voting Power. . . . . . . . . . . . . . . . .
Owned by
Each
Reporting (7) Sole Dispositive Power . . . . . . . . . . .3,841,350
Person
With:
(8) Shared Dispositive Power . . . . . . . . . . . . . .
9) Aggregate Amount Beneficially Owned by Each Reporting Person
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3,841,350
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11) Percent of Class Represented by Amount in Row 9 . . . . . . . . . . 9.5%
12) Type of Reporting Person (See Instructions) . . . . . . . . . . . . EP
<PAGE>
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) 3,841,350 shares beneficially owned
(b) Represents 9.5% of the class
(c) Sole voting and dispositive power over 3,841,350 shares
<PAGE>
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.
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>
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.
February 5, 1996
FHP International Corporation
Employee Stock Ownership Plan
By: /s/ Burke F. Gumbiner
Burke F. Gumbiner, Chairman
Administrative Committee
DOCS\RP0045.doc
