EXHIBIT 4.4




         1995-1 AMENDMENT TO THE FHP INTERNATIONAL
         CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN




                        AMENDMENT 1995-1
                 FHP INTERNATIONAL CORPORATION 
                  EMPLOYEE STOCK OWNERSHIP PLAN

          WHEREAS, FHP International Corporation ("FHP") and its
subsidiary, FHP, Inc. have established and maintained the FHP
International Corporation Employee Stock Ownership Plan ("Plan");
and

          WHEREAS, the Board of Directors of FHP has authorized
the Committee under the Plan to adopt certain amendments to the
Plan; and

          WHEREAS, the Committee has determined that it is within
its authority to adopt the amendment set forth below.

          NOW, THEREFORE, the Plan is hereby amended as follows,
effective for the Plan Year ending December 31, 1995:

          Section 4.05(b) is amended by adding the following to
the end of the section:

          "The allocation of the Employer ESOP Contribution
     for the Plan Year ended December 31, 1995 shall be
     determined as follows:  First, for calculation purposes
     only, and the amount of the forfeitures allocated for
     the plan year ended December 31, 1995 under the Take
     Care Savings and Retirement Plan to the amount of the
     Employer ESOP Contribution.  Such total shall be
     referred to as the "Gross Allocation Amount".  Second,
     tentatively allocate percentage of the Gross Allocation
     Amount to the Account of each participant.  The amount
     to be tentatively allocated to a Participant shall be
     the total Gross Allocation Amount times the ratio of
     the Participant's Compensation for the Plan Year to     
     the total of all such Participants' Compensation for
     the Plan Year.  Third, reduce the Gross Allocation
     Amount allocated to each Participant by the amount of
     forfeitures allocated to the Participant (if any) under
     the Take Care Savings and Retirement Plan for the plan
     year ended December 31, 1995.  The remaining           
     amounts shall be allocated to the Participants'
     Accounts under this Plan as the Employer ESOP
     Contribution."

          IN WITNESS WHEREOF, this Amendment 1995-1 is hereby
adopted this 21st day of December, 1995 by the Administrative
Committee of the FHP International Corporation Employee Stock
Ownership Plan.


Dated: December 21, 1995         __/s/ Burke F. Gumbiner__
                              By:  Burke F. Gumbiner
                              Chairman, Administrative Committee


          IN WITNESS WHEREOF, the Companies have caused their
duly authorized officers to execute this Amendment 1994-2 to the
Plan on this 9th day of December, 1994.


                              FHP, INC.

                              By: __/s/ Mark B. Hacken__          
  
                              Its: President and CEO


                              FHP INTERNATIONAL CORPORATION


                              By:__/s/ Mark B. Hacken__
                              Its: President and CEO