EXHIBIT 4.7

              RESOLUTIONS OF THE BOARD OF DIRECTORS
         OF FHP INTERNATIONAL CORPORATION (the "Company")



FHP International Corporation 401(k) Plan and PAYSOP

          WHEREAS, the Company and certain other employers
previously maintained the FHP International Corporation Employee
Stock Ownership Plan (the "ESOP");

          WHEREAS, in accordance with the Amended and Restated
Agreement and Plan of Reorganization, dated as of November 11,
1996 (the "Reorganization Agreement"), by and among N-T Holdings,
Inc. ("PacifiCare Holdings"), PacifiCare Health Systems, Inc.,
Neptune Merger Corp., the Company and Tree Acquisition Corp.
("Tree"), Tree merged into the Company effective as of the
effective time of the mergers (the "Closing"), and the Company
survived such merger;

          WHEREAS, upon the Closing, the ESOP received cash,
shares of PacifiCare Holdings Class A Common Stock, par value 
$.01 per share ("PacifiCare Holdings Class A Common Stock"), and 
shares of Holdings Class B Common Stock, par value $.01 per share
("PacifiCare Holdings Class B Common Stock"), and following the 
Closing, will receive rights to purchase Talbert Medical 
Management Holdings Corporation ("Talbert") Common Stock, 
$.01 par value ("Talbert Rights") in exchange for the shares 
of FHP International Corporation Common Stock, $.05 par value, 
held by the ESOP;

          WHEREAS, upon the Closing, the name of PacifiCare 
Holdings was changed to "PacifiCare Health Systems, Inc.";

          WHEREAS, upon the Closing, The FHP International
Corporation PAYSOP (the "PAYSOP") was established by a "spinoff"
from the ESOP; and

          WHEREAS, upon the Closing, the ESOP was converted to a
profit sharing plan (the "401(k) Plan") and renamed "The FHP
International Corporation 401(k) Savings Plan".

Amendment of the PAYSOP

          WHEREAS, the PAYSOP holds shares of PacifiCare 
Holdings Class A Common Stock and shares of PacifiCare 
Holdings Class B Common Stock, and will hold Talbert 
Rights and shares of Talbert Common Stock, $.01 par value
("Talbert Common Stock"); and

          WHEREAS, certain participants in the PAYSOP will be
able to direct Wells Fargo Bank, N.A., the trustee of the PAYSOP,
with respect to the exercise or sale of the Talbert Rights
credited to their accounts under the PAYSOP.

          RESOLVED, that, effective upon the Closing, the PAYSOP
is hereby amended to provide that the PAYSOP may hold shares of
PacifiCare Holdings Class A Common Stock, shares of PacifiCare
Holdings Class B Common Stock, Talbert Rights and shares of 
Talbert Common Stock.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the PAYSOP, the PAYSOP is hereby amended to
provide that a participant in the PAYSOP shall be provided the
opportunity to direct the exercise or sale of some or all of the
Talbert Rights credited to such participant's account under the
PAYSOP in accordance with the procedures specified by the
Committee responsible for the administration of the PAYSOP;
provided, however, that a physician in a position to make
referrals to Talbert Health Services Corporation shall not be
provided the opportunity to direct the exercise of the Talbert
Rights credited to such participant's account under the PAYSOP,
and the Talbert Rights credited to such participant's account
under the PAYSOP shall be sold by the PAYSOP if the Talbert
Rights have value at the time of the sale.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the PAYSOP, the PAYSOP is hereby amended to
provide that, except as otherwise provided below, a participant
in the PAYSOP entitled to direct the exercise or sale of the
Talbert Rights credited to such participant's account under the
PAYSOP may make such direction in accordance with the PAYSOP's
telephonic procedure not later than 1:00 p.m. Pacific Time on
May 13, 1997, and that, in the case of a participant who fails to
make a timely direction in accordance with such telephonic
procedure, the Talbert Rights credited to such participant's
account shall be sold by the PAYSOP if the Talbert Rights have
value at the time of the sale.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the PAYSOP, the PAYSOP is hereby amended to
provide that a participant in the PAYSOP who is resident in Guam
and is entitled to direct the exercise or sale of the Talbert
Rights credited to such participant's account under the PAYSOP
may make such direction in accordance with the PAYSOP's written
direction procedure, provided such written direction is received
by the Human Resources Department not later than May 8, 1997, and
that, in the case of such a participant who fails to make a
timely written direction in accordance with such procedure, the
Talbert Rights credited to such participant's account shall be
sold by the PAYSOP if the Talbert Rights have value at the time
of the sale.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the PAYSOP, the PAYSOP is hereby amended to
provide that in the case of a participant who directs the 
exercise of some or all of the Talbert Rights credited to such
participant's account under the PAYSOP, the other investments
credited to such participant's account (other than the
investments in PacifiCare Holdings Class A Common Stock and 
PacifiCare Holdings Class B Common Stock) shall be liquidated 
proportionately to the extent necessary to provide the 
exercise price with respect to the Talbert Rights to be 
exercised, and, in the event all of such investments are 
liquidated, the investments in PacifiCare Holdings Class
A Common Stock and PacifiCare Holdings Class B Common Stock 
shall be liquidated to the extent necessary to provide such 
exercise price.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the PAYSOP, the PAYSOP is hereby amended to
provide that the Talbert Rights to be sold by the PAYSOP shall be
sold during the five trading days beginning on May 14, 1997 and
ending on May 20, 1997 if the Talbert Rights have value at the
time of the sale, and each Talbert Right sold shall be treated as
having been sold for the average sale price (net of selling
expenses) of the Talbert Rights sold by the PAYSOP and the 401(k)
Plan.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the PAYSOP, the PAYSOP is hereby amended to
provide that the proceeds from the sale of the Talbert Rights
credited to a participant's account under the PAYSOP shall be
credited to such participant's account and shall be invested in
the American Express Trust Income Fund I under the PAYSOP.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the PAYSOP, the PAYSOP is hereby amended to
provide that the Talbert Rights held as unallocated forfeitures
under the PAYSOP shall be sold by the PAYSOP if the Talbert
Rights have value at the time of the sale.

          RESOLVED, FURTHER, that the Company's officers be, 
and each hereby is, authorized and directed to execute any 
documents and to take any actions as may be necessary to carry 
out the purposes of these resolutions.

Amendment of 401(k) Plan

          WHEREAS, the 401(k) Plan holds shares of PacifiCare 
Holdings Class A Common Stock and shares of PacifiCare Holdings
Class B Common Stock, and will hold Talbert Rights and shares 
of Talbert Common Stock; and

          WHEREAS, certain participants in the 401(k) Plan will
be able to direct Wells Fargo Bank, N.A., the trustee of the
401(k) Plan, with respect to the exercise or sale of the Talbert
Rights credited to their accounts under the 401(k) Plan.

          RESOLVED, that, effective upon the Closing, the 401(k)
Plan is hereby amended to provide that the 401(k) Plan may hold
shares of PacifiCare Holdings Class A Common Stock, shares of
PacifiCare Holdings Class B Common Stock, Talbert Rights and 
shares of Talbert Common Stock.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the 401(k) Plan, the 401(k) Plan is hereby
amended to provide that a participant in the 401(k) Plan shall be
provided the opportunity to direct the exercise or sale of some
or all of the Talbert Rights credited to such participant's
account under the 401(k) Plan in accordance with the procedures
specified by the Committee responsible for the administration of
the 401(k) Plan; provided, however, that, a physician in a
position to make referrals to Talbert Health Services Corporation
shall not be provided the opportunity to direct the exercise of
the Talbert Rights credited to such participant's account under
the 401(k) Plan, and the Talbert Rights credited to such
participant's account under the 401(k) Plan shall be sold by the
401(k) Plan if the Talbert Rights have value at the time of the
sale.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the 401(k) Plan, the 401(k) Plan is hereby
amended to provide that, except as otherwise provided below, a
participant in the 401(k) Plan entitled to direct the exercise or
sale of the Talbert Rights credited to such participant's account
under the 401(k) Plan may make such direction in accordance with
the 401(k) Plan's telephonic procedure not later than 1:00 p.m.
Pacific Daylight Time on May 13, 1997, and that, in the case of a
participant who fails to make a timely direction in accordance
with such telephonic procedure, the Talbert Rights credited to
such participant's account shall be sold by the 401(k) Plan if
the Talbert Rights have value at the time of the sale.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the 401(k) Plan, the 401(k) Plan is hereby
amended to provide that a participant in the 401(k) Plan who is
resident in Guam and is entitled to direct the exercise or sale
of the Talbert Rights credited to such participant's account
under the 401(k) Plan may make such direction in accordance with
the 401(k) Plan's written direction procedure, provided such
written direction is received by the Human Resources Department
not later than May 8, 1997, and that, in the case of such a
participant who fails to make a timely written direction in
accordance with such procedure, the Talbert Rights credited to
such participant's account shall be sold by the 401(k) Plan if
the Talbert Rights have value at the time of the sale.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the 401(k) Plan, the 401(k) Plan is hereby
amended to provide that in the case of a participant who directs
the exercise of some or all of the Talbert Rights credited to
such participant's account under the 401(k) Plan, the other
investments credited to such participant's account (other than
the investments in PacifiCare Holdings Class A Common Stock 
and PacifiCare Holdings Class B Common Stock) shall be 
liquidated proportionately to the extent necessary to provide 
the exercise price with respect to the Talbert Rights to be 
exercised and, in the event all of such investments are 
liquidated, the investments in PacifiCare Holdings Class A 
Common Stock and PacifiCare Holdings Class B Common Stock 
shall be liquidated to the extent necessary to provide such
exercise price.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the 401(k) Plan, the 401(k) Plan is hereby
amended to provide that the Talbert Rights to be sold by the
401(k) Plan shall be sold during the five trading days beginning
on May 14, 1997 and ending on May 20, 1997 if the Talbert Rights
have value at the time of the sale, and each Talbert Right sold shall be
treated as having been sold for the average sale price (net of
selling expenses) of the Talbert Rights sold by the 401(k) Plan and
the 401(k) Plan.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the 401(k) Plan, the 401(k) Plan is hereby
amended to provide that the proceeds from the sale of the Talbert
Rights credited to a participant's account under the 401(k) Plan
shall be credited to such participant's account and shall be
invested in accordance with such participant's existing
investment directions applicable to new contributions, and if
there are no such directions, in the American Express Trust
Income Fund I under the 401(k) Plan if the Talbert Rights have
value at the time of the sale.

          RESOLVED, FURTHER, that, effective upon the issuance of
the Talbert Rights to the 401(k) Plan, the 401(k) Plan is hereby
amended to provide that the Talbert Rights held as unallocated
forfeitures under the 401(k) Plan shall be sold by the 401(k)
Plan if the Talbert Rights have value at the time of the sale.

          RESOLVED FURTHER, that the Board of Directors hereby
authorizes the Company's executive officers, to do or cause
to be done, any acts or things, to make, execute, and deliver,
or to cause to be made, executed, and delivered any agreements,
assignments, documents, instruments, applications, regulatory
filings or undertakings, certificates or payments, in the
name and on behalf of the Company as such officers, in their
discretion, deem necessary, appropriate, or advisable to
effectuate or carry out the purposes and intent of the foregoing
resolutions and any and all transactions contemplated thereby.

          RESOLVED, FURTHER, that the resolutions adopted by
this unanimous written consent shall be effective as of
February 14, 1997.

          IN WITNESS WHEREOF, the undersigned have executed this
Unanimous Written Consent and this Unanimous Written Consent shall
have the same effect as actions taken at a duly held meeting.

/s/  Alan Hoops
Alan Hoops

/s/  Wayne Lowell
Wayne Lowell

/s/  Joseph Konowiecki
Joseph Konowiecki