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Oxford Health Plans Reports Third Quarter 2003 Results

    * Earnings per share of $1.31 for the quarter, $1.19 on a run rate basis
      Operating cash flow of $164.3 million for the quarter
    * Share repurchase authority increased by $250 million and extended
      through 2004
    * Quarterly cash dividend of 10 cents per share declared beginning first
      quarter of 2004

    TRUMBULL, Conn., Oct. 28 /PRNewswire-FirstCall/ -- Oxford Health Plans,
Inc. (NYSE: OHP) announced today net income of $111.0 million, or $1.31 per
diluted share, for the quarter ended September 30, 2003, compared to $23.8
million, or $0.26 per diluted share, for the prior year quarter.  Third
quarter 2003 results include pretax insurance recoveries of $14.3 million,
$0.10 per share, related to the Company's settlement of the securities class
action litigation earlier this year and a $0.02 per share benefit from
favorable prior period medical cost reserve development.  Third quarter
results for 2002 include a pretax charge of $151.3 million, or $0.98 per
share, related to securities class action litigation matters and a benefit of
$0.20 per share related to favorable changes in certain medical cost reserve
estimates.  See Exhibit 1 of this release for a reconciliation of earnings
reported under generally accepted accounting principles to run rate earnings
for the third quarter and nine months of 2003 compared to 2002.
    "Our third quarter results demonstrate that we are successfully executing
on our strategy, which is focused on offering an innovative product portfolio,
disciplined pricing and substantial engagement in our market to impact
healthcare costs," stated Charles G. Berg, President and CEO of Oxford.  "As
we consider the balance of 2003 and 2004, we know that the enrollment
environment will be challenging, primarily as a result of the slowly
recovering economy and the competitive landscape.  Nonetheless, we believe
that our strategy and track record of successful execution position us to grow
our membership profitably over the long-term."

                             Business Highlights

    Membership:  Total fully insured commercial membership ended the quarter
at 1.444 million members compared to 1.457 million members at the end of June
2003, and 1.479 million members at the end of the third quarter of 2002.  Year
to date, Oxford commercial membership has declined approximately 15 thousand
members while MedSpan membership has declined approximately 21 thousand
members.  Medicare membership grew modestly to 71,000 members at the end of
the quarter.

    Premium Revenue: Premium revenue increased 8.4% in the third quarter to
$1.35 billion, compared to $1.24 billion in the third quarter of 2002.
Commercial premiums increased 8.4% to $1.19 billion, compared to $1.09 billion
in the third quarter of 2002.  This premium growth over the prior year period
was due to a net commercial premium yield increase of approximately 10.5%
partially offset by a 1.9% decline in commercial member months for the period.
For the nine months of 2003, net per member per month commercial premium
yields increased approximately 10.6% over the same period in 2002.  Medicare
premiums, which represented 11.9% of total premiums in the current quarter,
increased 8.5% to $159.8 million, compared to $147.3 million in the third
quarter of 2002.

    Investment and Other Income, net: Investment and other income, net, was
$22.6 million, compared to $28.0 million in the third quarter of 2002.  The
third quarter of 2002 included $8.7 million of realized gains compared to $3.6
million in the current quarter.  The net pre-tax yield on the Company's
investment portfolio was approximately 3.5% during the third quarter of 2003,
compared to approximately 4.4% during the third quarter of 2002.

    Health Care Services Expense:  Health care services expense was $1.053
billion compared to $944.5 million in the third quarter of 2002.  The current
year quarter included $2.7 million of favorable reserve developments while the
prior year quarter included $31.5 million of favorable medical reserve
estimate changes, including $22 million related to New York Market
Stabilization Pools.  Commercial per member per month medical costs increased
approximately 9.5% compared to the 2002 third quarter after adjusting the
reported per member per month commercial medical cost ratios for cumulative
net favorable development of prior period commercial medical reserve estimate
changes of approximately $1.3 million and $31.3 million for the three month
periods ended September 30, 2003 and 2002, respectively.  For the first nine
months of 2003, net favorable development of prior period medical reserves was
$14.2 million compared to $51.8 million for the same period in 2002.

    Marketing, General and Administrative (MG&A) Expenses:  MG&A expenses,
excluding securities litigation recoveries or charges, were $143.8 million,
resulting in an administrative loss ratio of 10.7% for the third quarter of
2003, compared to $135.5 million and a 10.9% administrative loss ratio in the
third quarter of 2002.  Broker commissions and premium taxes accounted for
$48.1 million, or 33.5%, of total MG&A expenses in the third quarter of 2003,
compared to $43.0 million, or 31.7%, of MG&A expenses in 2002.  The increase
in these items as a percentage of overall MG&A expenses is the result of
changes in product mix between the two periods and increases in New York State
premium tax rates.  Excluding the increase in these expense items, the
Company's MG&A expenses increased 3.4% over the third quarter of 2002.

    Medical Costs Payable:  Medical costs payable were $666.4 million as of
September 30, 2003, compared to $696.6 million at June 30, 2003, and $618.6
million at December 31, 2002.  The $30.2 million decrease from the second
quarter was due to a decrease in IBNR and unpaid claims reserves of $19.6
million ($6.4 million of current year reserves and $13.2 million of prior year
reserves) and a net $10.6 million reduction in other medical cost liabilities.
Days claims in medical costs payable were 57 days at September 30, 2003,
approximately two days below the level at June 30, 2003.  The decline in days
claims payable was in line with management's expectations communicated during
the Company's second quarter 2003 earnings conference call.

    Cash Flow: Cash flow from operations was $164.3 million in the current
quarter compared to $116.7 million for the third quarter of 2002.  The current
quarter's cash flow benefited from the tax deduction of approximately
$43 million of deferred tax assets established in prior quarters for the
settlement of the 1997 securities class action litigation and related legal
costs.

    Parent Cash Balances:  As of September 30, 2003, the parent company had
approximately $270 million of free cash and investments.  During the third
quarter of 2003, the parent company received dividends of $87.5 million from
its New York and Connecticut regulated subsidiaries.

    Share Repurchase Program: During the quarter, the Company repurchased
2.1 million of its shares for $77.1 million at an average price of $36.56 per
share.  The Company has repurchased 23.4 million shares for $740.4 million
since the inception of its share repurchase program in the third quarter of
2001.  As announced in a separate press release today, the Board of Directors
has authorized an additional $250 million in repurchase authority expiring at
the end of 2004.

    Quarterly Dividend:  As announced in a separate press release today, the
Board of Directors of Oxford Health Plans, Inc. declared a quarterly cash
dividend of 10 cents per share payable on January 27, 2004, to shareholders of
record as of January 12, 2004.

    2003 and 2004 Guidance:  The following table presents management's current
estimates of various non-financial and financial measures for the twelve month
periods ending December 31, 2003 and December 31, 2004.  Management's
estimates related to the twelve months ending December 31, 2004 are
preliminary and represent a range of outcomes based on its assessment of
current economic and competitive conditions.  The following table reflects
management's estimates as of the date of this press release only, and the
Company assumes no obligation to update these estimates or any other forward-
looking statements included in this press release.  Amounts presented for both
periods do not reflect the potential impact of share repurchases under the
Company's share repurchase program beyond September 30, 2003.

                                                 Twelve Months Ending
   (in millions, except membership,
     per share and percentage data)          12/31/03          12/31/04

    Ending commercial membership (000's)   1,420 - 1,430     1,400 - 1,450
    Fully insured member months (000's)   18,270 - 18,300   17,500 - 17,800
    Net commercial premium yield increase    10% - 11%          9% - 10%
    Net commercial medical cost trend         9% - 10%          9% - 10%
    Premium revenues                      $5,320 - $5,330   $5,550 - $5,650
    Total revenues                        $5,435 - $5,445   $5,660 - $5,760
    Medical loss ratio (MLR)               79.7% - 80.0%     79.8% - 80.3%
    Administrative loss ratio (ALR) (1)        10.8%         10.7% - 10.9%
    Net income                               $340 - $345      $360 - $380
    Diluted earnings per common share       $4.03 -$4.08     $4.30 - $4.50
    Weighted average common shares
     outstanding - diluted                     84 - 85          83 - 84

    (1) 2003 percentage excludes net litigation charge

    Conference Call and Webcast
    As previously announced, the Company will hold a conference call today at
9:00 am (Eastern Time) to review the results of the third quarter and to
discuss management's outlook for the remainder of 2003 and management's
preliminary views regarding 2004.  The public is invited to listen to this
conference call by dialing 1-888-677-8170 (using the password "Oxford") at
least 10 minutes prior to the start of the call.  Individuals who dial in will
be asked to identify themselves and their affiliations. Investors, analysts
and the public are also invited to listen to the conference call over the
Internet by visiting our website at http://www.oxfordhealth.com.  To listen to this
call live on the Internet, visit the investor page of Oxford's web site at
least 20 minutes early (to download and install any necessary audio software).

    About Oxford
    Founded in 1984, Oxford Health Plans, Inc. provides health plans to
employers and individuals primarily in New York, New Jersey and Connecticut,
through its direct sales force, independent insurance agents and brokers.
Oxford's services include traditional health maintenance organizations,
point-of-service plans, Medicare plans and third party administration of
employer-funded benefits plans.  More information about Oxford Health Plans,
Inc. is available at http://www.oxfordhealth.com.

          Cautionary Statement Regarding Forward-Looking Statements

    Certain statements in this press release, including statements concerning
the Company's strategy, including its products, innovation, active engagement,
disciplined pricing, future share repurchases, future membership growth,
management's current estimates of various non-financial and financial measures
for the twelve months ending December 31, 2003 and December 31, 2004, and
other statements contained herein regarding matters that are not historical
facts, are forward-looking statements as defined in the Securities Exchange
Act of 1934; and because such statements involve risks and uncertainties,
actual results may differ materially from those expressed or implied by such
forward-looking statements.  Factors that could cause actual results to differ
materially include, but are not limited to:

     * Changes in federal or state regulation relating to health care and
       health benefit plans, including proposed patient protection legislation
       and mandated benefits.
     * The state of the economy.
     * Rising medical costs or higher utilization of medical services,
       including higher out-of-network utilization under point-of-service
       plans and new drugs and technologies.
     * Competitive pressure on the pricing of the Company's products,
       including acceptance of premium rate increases by the Company's
       commercial groups.
     * Higher than expected administrative costs in operating the Company's
       business and the cost and impact on service of changing technologies.
     * The ability of the Company to maintain risk transfer, risk sharing,
       incentive and other provider arrangements and the resolution of
       existing and future disputes over the reconciliations and performance
       under such arrangements.
     * Any changes in the Company's estimates of its medical costs and
       expected cost trends.
     * The impact of future developments in various litigation including the
       periodic examination, investigation and review of the Company by
       various federal and state authorities.
     * The Company's ability to renew existing members and attract new
       members.
     * The Company's ability to develop processes and systems to support its
       operations and any future growth and administer new health care benefit
       designs.
     * Any future acts or threats of terrorism or war.
     * Those factors included in the discussion under the caption "Cautionary
       Statement Regarding Forward-Looking Statements" in Part I, Item 1, of
       the Company's Annual Report on Form 10-K for the fiscal year ended
       December 31, 2002, and Part I, Item 2, of the Company's Quarterly
       Reports on Form 10-Q for the quarterly periods ended March 31, 2003,
       June 30, 2003 and September 30, 2003.


                  OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                        Consolidated Income Statements
       For the Three and Nine Months Ended September 30, 2003 and 2002
     (In thousands, except per share, per member per month and membership
                               highlights data)
                                 (Unaudited)

                                  Three Months Ended      Nine Months Ended
                                     September 30,           September 30,
                                  2003        2002        2003        2002
    Revenues:
     Premiums earned           $1,345,813  $1,241,672  $3,987,603  $3,588,409
     Third-party
      administration, net           3,261       4,692       9,373      13,176
     Investment and other
      income, net                  22,555      28,036      80,710      63,191
       Total revenues           1,371,629   1,274,400   4,077,686   3,664,776

    Expenses:
     Health care services       1,053,424     944,497   3,175,835   2,835,702
     Marketing, general and
      administrative              143,783     135,499     430,743     417,666
     Litigation (recovery)
      charge for settlement, net  (14,325)    151,300      30,675     151,300
     Interest and other
      financing charges             5,275       2,685      14,718       8,653
       Total expenses           1,188,157   1,233,981   3,651,971   3,413,321

    Earnings before income
     taxes                        183,472      40,419     425,715     251,455
    Income tax expense             72,472      16,611     169,314     103,331
    Net earnings                 $111,000     $23,808    $256,401    $148,124

    Earnings per common share
     - basic                        $1.35       $0.27       $3.09       $1.69

    Earnings per common share
     - diluted                      $1.31       $0.26       $3.01       $1.62

    Weighted-average common
     shares - basic                82,198      87,784      83,025      87,729
     Dilutive effect of stock
      options                       2,690       2,965       2,021       3,881
    Weighted-average common
     shares - diluted              84,888      90,749      85,046      91,610



    Selected Information
      Medical loss ratio            78.3%       76.1%       79.6%       79.0%
      Administrative loss ratio,
       excluding litigation charge
       (recovery)                   10.7%       10.9%       10.8%       11.6%
      Earnings before income taxes,
       financing charges,
       depreciation
       and amortization
        ("EBITDA")               $194,423     $48,859    $458,593    $276,024
      PMPM premium revenue        $294.95     $267.49     $289.31     $263.03
      PMPM medical expense        $230.87     $203.47     $230.41     $207.85
      Fully insured member months 4,562.8     4,641.9    13,783.3    13,642.7

                                                           As of September 30,
    Membership Highlights                                     2003       2002
    POS, PPO and Other Plans                             1,252,000  1,249,800
    HMO                                                    191,500    229,000
    Total Fully Insured Commercial                       1,443,500  1,478,800
    Medicare                                                71,000     69,600
    Third-party Administration                              39,800     62,700
    Total Membership                                     1,554,300  1,611,100



                   OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                 As of September 30, 2003 and December 31, 2002
                        (In thousands, except share data)

                                      Assets
                                                (Unaudited)
                                               September 30,      December 31,
                                                   2003              2002
    Current assets:
     Cash and cash equivalents                    $553,987          $321,627
     Investments - available-for-sale, at
      market value                               1,143,390         1,102,664
     Premiums receivable, net                       35,066            29,803
     Other receivables                              26,249            43,919
     Prepaid expenses and other current
      assets                                        31,316            10,214
     Deferred income taxes                          39,073           111,652
        Total current assets                     1,829,081         1,619,879

    Property and equipment, net                     34,663            34,445
    Deferred income taxes                            8,273             9,173
    Restricted cash and investments-held-
     to-maturity, at amortized cost                 59,692            56,421
    Goodwill and other intangible assets,
     net                                            23,736            24,691
    Other noncurrent assets                         12,549             8,907
        Total assets                            $1,967,994        $1,753,516



                     Liabilities and Shareholders' Equity

    Current liabilities:
     Medical costs payable                        $666,424          $618,618
     Current portion of long term debt               4,000            30,625
     Trade accounts payable and accrued
      expenses                                     121,828           135,124
     Reserve for litigation settlement                   -           161,300
     Unearned revenue                              136,085           201,045
     Income taxes payable                                -             2,418
     Current portion of capital lease
      obligations                                    5,678             5,470
       Total current liabilities                   934,015         1,154,600

    Obligations under capital lease                  1,464             5,749
    Long-term debt                                 395,000            96,250

    Shareholders' equity:
     Preferred stock, $.01 par value,
      authorized 2,000,000 shares                        -                 -
     Common stock, $.01 par value,
      authorized 400,000,000
      shares; issued 105,863,471 shares
       in 2003
      and 105,075,889 shares in 2002                 1,059             1,051
     Additional paid-in capital                    727,776           709,258
     Retained earnings                             693,531           437,130
     Accumulated other comprehensive
      income                                        14,560            25,038
     Treasury stock, at cost                      (799,411)         (675,560)
      Total shareholders' equity                   637,515           496,917

      Total liabilities and shareholders'
       equity                                   $1,967,994        $1,753,516



                   OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
         For the Three and Nine Months Ended September 30, 2003 and 2002
                           (Unaudited) (In thousands)

                                   Three Months Ended    Nine Months Ended
                                     September 30,         September 30,
                                    2003      2002       2003        2002

    Cash flows from operating
     activities:
     Net income                   $111,000   $23,808    $256,401    $148,124
     Adjustments to reconcile net
      earnings to net cash provided
       by operating activities:
       Depreciation and amortization 6,042     6,029      19,117      16,744
       Noncash income               (4,146)   (5,207)    (12,438)    (12,811)
       Litigation and other noncash
        charges                          -   151,300      48,413     177,832
       Deferred income taxes         3,656   (57,403)     80,395     (51,860)
       Realized gain on sale of
        investments                 (3,342)   (7,560)    (26,627)    (14,081)
       Changes in assets and
        liabilities (net of
        balances acquired):
        Premiums receivable            702    (1,858)     (4,475)     (3,759)
        Other receivables           11,594    (1,505)     34,670      (4,873)
        Prepaid expenses and
         other current assets       62,887    (6,835)    (21,102)     (6,800)
        Medical costs payable      (30,146)  (43,044)     47,969      29,124
        Trade accounts payable
         and accrued expenses        8,140       496     (26,187)    (18,232)
        Reserve for litigation
         settlement                      -         -    (225,000)          -
        Unearned revenue            (5,046)   10,041     (52,522)    (46,103)
        Income taxes payable         2,943    49,006         525      47,422
        Other, net                      (9)     (583)        441      (3,115)
         Net cash provided by
          operating activities     164,275   116,685     119,580     257,612

    Cash flows from investing
     activities:
     Capital expenditures           (4,417)   (9,124)    (12,581)    (15,411)
     Purchases of available-for-
      sale investments            (353,049) (342,943) (1,140,499) (1,177,581)
     Sales and maturities of
      available-for-sale
      investments                  371,326   275,356   1,115,180   1,000,712
     Acquisitions, net of cash
      acquired                           -         -           -      (1,288)
     Other, net                         33        24         (29)          -
         Net cash provided (used)
          by investing activities   13,893   (76,687)    (37,929)   (193,568)

    Cash flows from financing
     activities:
     Proceeds from exercise of
      stock options                  2,265     2,025      15,141      29,352
     Proceeds from borrowings, net       -         -     391,371           -
     Redemption of notes payable    (1,000)   (7,447)   (127,875)    (20,573)
     Payment of withholding tax
      on option exercises              (78)        -        (460)    (24,056)
     Purchase of treasury shares   (77,198)  (30,494)   (123,391)   (119,383)
     Payments under capital
      leases                        (1,375)   (1,227)     (4,077)     (1,227)
         Net cash provided (used)
          by financing activities  (77,386)  (37,143)    150,709    (135,887)

    Net increase (decrease) in
     cash and cash equivalents     100,782     2,855     232,360     (71,843)
    Cash and cash equivalents at
     beginning of period           453,205   270,832     321,627     345,530
    Cash and cash equivalents at
     end of period                $553,987  $273,687    $553,987    $273,687



                                                                   Exhibit 1
                   OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
      Supplemental Schedule Reconciling GAAP Earnings to Run Rate Earnings
        For the Three and Nine Months Ended September 30, 2003 and 2002
                    ($ In thousands, except per share data)
                                  (Unaudited)

                                        Three Months Ended  Nine Months Ended
                                            September 30,     September 30,

                                            2003     2002     2003     2002
     Diluted earnings per common share -
      GAAP                                 $1.31    $0.26    $3.01    $1.62

     Effect of run rate adjustments:
      Litigation charge (recovery) for
       settlement, net                     (0.10)    0.98     0.22     0.97
      Changes in estimates of prior
       period medical cost reserves        (0.02)   (0.06)   (0.10)   (0.19)
      Changes in estimates of NY
       stabilization pool
       reserves/receivables                  -      (0.14)     -      (0.14)
      MedUnite investment impairment
       charge                                -        -        -       0.07
      CSC contract termination and asset
       valuation charge                      -        -        -       0.10
      Write-off of deferred financing
       costs due to refinancing              -        -       0.02      -
     Diluted earnings per common share -
      Run Rate                             $1.19    $1.04    $3.15    $2.43

     Diluted common shares                84,888   90,749   85,046   91,610



                                         Three Months Ended  Nine Months Ended
                                            September 30,      September 30,
                                            2003     2002      2003      2002

     Net earnings - GAAP                $111,000  $23,808  $256,401  $148,124

     Effect of run rate adjustments:
       Litigation charge (recovery) for
        settlement, net                   (8,667)  89,116    18,475    89,116
       Changes in estimates of prior
        period medical cost reserves      (1,664)  (5,612)   (8,547)  (17,552)
       Changes in estimates of NY
        stabilization pool
        reserves/receivables                 -    (12,958)      -     (12,958)
       MedUnite investment impairment
        charge                               -        -         -       6,479
       CSC contract termination and
        asset valuation charge               -        -         -       9,130
       Write-off of deferred financing
        costs due to refinancing             -        -       2,048       -
     Net earnings - Run Rate            $100,669  $94,354  $268,377  $222,339

    Note: Exhibit 1 above reconciles the differences between run rate earnings
    and net earnings calculated and presented in accordance with generally
    accepted accounting principles ("GAAP").  Management believes that the
    presentation of run rate earnings provides useful information to investors
    regarding the Company's results of operations because such presentation
    facilitates the period-to-period comparison of operating performance by
    eliminating charges (recoveries) for settlement of the 1997 securities
    class action litigation, which charges (recoveries) are unrelated to
    current period operating performance, and by eliminating, among other
    things, the current period impact of changes to the Company's estimates of
    prior period medical cost reserves


   Run Rate Adjustments for the Quarters Ended September 30, 2003 and 2002

    During the third quarters of 2003 and 2002, the Company had favorable net
prior period reserve adjustments ("PPRAs") of medical costs of approximately
$2.7 million and $31.5 million, respectively.  These PPRAs had the effect of
increasing reported net earnings by $1.7 million in 2003 and $18.6 million in
2002, or $0.02 per diluted share in 2003 and $0.20 per diluted share in 2002.
The quarter ended September 30, 2003 includes a $14.3 million pre-tax recovery
from certain excess insurance carriers related to the Company's previous
settlement of the 1997 securities class action litigation, which increased net
earnings by $8.7 million, or $0.10 per share.  The prior year quarter included
a $151.3 million pre-tax charge related to the securities class action
litigation that reduced third quarter 2002 net earnings by $89.1 million, or
$0.98 per share.

                                                                     Exhibit 2
                    OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                         Changes in Medical Costs Payable
              For the Nine Months Ended September 30, 2003 and 2002
                                 ($ In millions)
                                   (Unaudited)
                                                        Amounts Relating to
    Nine Months Ended September 30, 2003               Claims Incurred During

                                          Total        2003     2002 and Prior
    Balance as of December 31, 2002      $  618.6    $    -     $       618.6
    Components of health care services
     expense:
     Estimated costs incurred             3,190.0      3,190.0            -
     Estimate changes                       (14.2)        -             (14.2)
    Health care services expense          3,175.8      3,190.0          (14.2)

    Payments for health care services    (3,128.0)    (2,592.1)        (535.9)

    Balance as of September 30, 2003     $  666.4    $   597.9   $       68.5



                                                        Amounts Relating to
    Nine Months Ended September 30, 2002               Claims Incurred During

                                            Total        2002   2001 and Prior
    Balance as of December 31, 2001      $  595.1    $     -     $       595.1
    Medical payables acquired                25.7          -              25.7
    Components of health care services
     expense:
     Estimated costs incurred             2,887.5      2,887.5             -
     Estimate changes                       (51.8)         -            (51.8)
    Health care services expense          2,835.7      2,887.5          (51.8)

    Payments for health care services    (2,807.6)    (2,320.7)        (486.9)

    Balance as of September 30, 2002     $  648.9     $  566.8   $       82.1


   Changes in Medical Costs Payable for the Nine Months Ended September 30,
   2003 and 2002

   During the first nine months of 2003, net favorable PPRAs were
$14.2 million compared to $51.8 million favorable in the first nine months of
2002.  The prior year amount includes $22 million related to favorable
estimate changes in reserves for New York Market Stabilization Pools.

   As the Company's claims processing continues to improve and the tail of its
incurred claims is shortened, the amount of ending reserve related to prior
year periods continues to decline.  As of September 30, 2003, approximately
10.3% of total medical costs payable were for prior years, compared to
approximately 12.7% as of September 30, 2002.  The Company's reserving
methodologies are consistent for all periods presented.


                                                                     Exhibit 3
                    OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                       COMPONENTS OF MEDICAL COSTS PAYABLE
             As of September 30, 2003 and 2002 and December 31, 2002
                                 ($ In millions)
                                   (Unaudited)
                                                         Amounts Relating to
                                                       Claims Incurred During
    As of September 30, 2003             Total         2003   2002 and  Prior
     IBNR and medical claims reserves     $ 615.9    $  578.8      $     37.1
     Pharmacy PBM payable                    25.9        25.9             -
     Stabilization and stop-loss pools,
      BDCC and GME reserves, net              7.5        (6.8)           14.3
     Other reserves                          17.1         -              17.1
       Medical Costs Payable Balance      $ 666.4    $  597.9      $     68.5



                                                         Amounts Relating to
                                                       Claims Incurred During
    As of September 30, 2002             Total           2002  2001 and Prior
     IBNR and medical claims reserves     $ 575.9    $  527.7      $     48.2
     Pharmacy PBM payable                    24.2        24.2             -
     Stabilization and stop-loss pools,
      BDCC and GME reserves, net             21.5        14.9             6.6
     Other reserves                          27.3         -              27.3
       Medical Costs Payable Balance      $ 648.9    $  566.8      $     82.1



                                                         Amounts Relating to
                                                       Claims Incurred During
    As of December 31, 2002              Total           2002  2001 and Prior
     IBNR and medical claims reserves     $ 555.7    $  521.8      $     33.9
     Pharmacy PBM payable                    26.7        26.7             -
     Stabilization and stop-loss pools,
      BDCC and GME reserves, net             13.9         8.5             5.4
     Other reserves                          22.3         -              22.3
       Medical Costs Payable Balance      $ 618.6    $  557.0      $     61.6


   Definitions
   IBNR and medical claims reserves: Estimates of liabilities for incurred but
unreported medical claims including in-house inventories, adjudicated but not
yet paid claims, net liabilities under risk sharing arrangements and reserves
for previously denied claims.  Pharmacy PBM payable: Bi-weekly amounts due to
the Company's pharmacy benefit manager based on submission of pharmacy claims.
Stabilization and stop-loss pools, BDCC and GME reserves, net: Estimated net
liabilities related to various state programs including New York market
stabilization and stop-loss pools, bad debt and charity care and graduate
medical education surcharges.  Other reserves:  Estimated liabilities for
certain former medical contracts that are in various stages of resolution.

          Components of Medical Costs Payable at September 30, 2003

    During the third quarter of 2003, total medical costs payable decreased
$30.2 million from the balance at June 30, 2003.  Current year IBNR and
medical claims reserves of $578.8 million declined $6.4 million from $585.2
million at June 30, 2003, while reserves for prior year IBNR and medical
claims declined $13.2 million from June 30, 2003, due to claim payments and
modest favorable development.

   IBNR and medical claims reserves represented 92.4% of total medical costs
payable at September 30, 2003, compared to 88.8% at September 30, 2002.  The
percentage of IBNR and medical claims reserves related to claims incurred in
prior years was 6% at September 30, 2003, compared to 8.4% at September 30,
2002.  Total days medical costs payable at September 30, 2003 was
approximately 57 days, representing a decrease of 1.7 days of IBNR and medical
claims reserves from June 30, 2003, in line with management's expectations,
with the remaining decrease coming from other medical costs payable.


                                                             Exhibit 4
                 OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                       SELECTED FINANCIAL STATISTICS
                     ($ in Thousands, except PMPM data)
                                (Unaudited)

                                                               2003
                                              3Q          2Q          1Q
     Commercial Premium Revenues            $1,186.0    $1,173.9    $1,155.1
     Medicare Premium Revenues                 159.8       157.4       155.4
       Total Premium Revenues               $1,345.8    $1,331.3    $1,310.5

     Commercial Medical Costs                 $921.6      $950.3      $903.5
     Medicare Medical Costs                    131.8       138.0       130.6
       Total Health Care Services Expense   $1,053.4    $1,088.3    $1,034.1

     Commercial PMPM Revenue                 $272.66     $267.20     $262.36
     Medicare PMPM Revenue                   $750.16     $740.10     $733.53

     Commercial PMPM Medical Costs           $211.87     $216.31     $205.21
     Medicare PMPM Medical Costs             $619.14     $648.80     $616.66

     Commercial Medical Loss Ratio             77.7%       81.0%       78.2%
     Medicare Medical Loss Ratio               82.5%       87.7%       84.1%
     Total Medical Loss Ratio                  78.3%       81.7%       78.9%

     MG&A Expenses (1)                        $143.8      $144.7      $142.3
     Administrative Loss Ratio (ALR) (1)       10.7%       10.8%       10.8%
     ALR Run Rate (2)                          10.7%       10.8%       10.8%



                                                   2002
                            Full Year     4Q        3Q        2Q        1Q
     Commercial Premium
      Revenues               $4,265.8  $1,115.2  $1,094.4  $1,055.1  $1,001.1
     Medicare Premium
      Revenues                  585.2     147.4     147.3     147.5     143.0
       Total Premium
        Revenues             $4,851.0  $1,262.6  $1,241.7  $1,202.6  $1,144.1

     Commercial Medical
      Costs                  $3,374.9    $893.2    $828.2    $855.3    $798.2
     Medicare Medical Costs     473.9     119.9     116.3     121.5     116.2
       Total Health Care
        Services Expense     $3,848.8  $1,013.1    $944.5    $976.8    $914.4

     Commercial PMPM Revenue  $244.11   $250.80   $246.85   $240.96   $237.42
     Medicare PMPM Revenue    $710.36   $702.50   $706.47   $719.78   $713.01

     Commercial PMPM Medical
      Costs                   $193.13   $200.89   $186.79   $195.34   $189.30
     Medicare PMPM Medical
      Costs                   $575.26   $571.32   $558.28   $592.58   $579.32

     Commercial Medical Loss
      Ratio                     79.1%     80.1%     75.7%     81.1%     79.7%
     Medicare Medical Loss
      Ratio                     81.0%     81.3%     79.0%     82.3%     81.2%
     Total Medical Loss
      Ratio                     79.3%     80.2%     76.1%     81.2%     79.9%

     MG&A Expenses (1)         $575.4    $157.7    $135.5    $152.0    $130.2
     Administrative Loss
      Ratio (ALR) (1)           11.8%     12.5%     10.9%     12.6%     11.3%
     ALR Run Rate (2)           11.1%     10.9%     10.9%     11.3%     11.3%



                                                                        2001
                                                                     Full Year
     Commercial Premium Revenues                                     $3,653.1
     Medicare Premium Revenues                                          659.3
       Total Premium Revenues                                        $4,312.4

     Commercial Medical Costs                                        $2,865.6
     Medicare Medical Costs                                             535.7
       Total Health Care Services Expense                            $3,401.3

     Commercial PMPM Revenue                                          $222.74
     Medicare PMPM Revenue                                            $658.21

     Commercial PMPM Medical Costs                                    $174.73
     Medicare PMPM Medical Costs                                      $534.84

     Commercial Medical Loss Ratio                                      78.4%
     Medicare Medical Loss Ratio                                        81.2%
     Total Medical Loss Ratio                                           78.9%

     MG&A Expenses (1)                                                 $489.1
     Administrative Loss Ratio (ALR) (1)                                11.3%
     ALR Run Rate (2)                                                   11.1%

    1. Excludes net litigation settlement charges of $151.3 million in the
       third quarter of 2002, and $45 million in the first quarter of 2003 and
       $14.3 million of litigation insurance recoveries in the third quarter
       of 2003.

    2. Run Rate ALR excludes all charges and recoveries related to the
       securities class action litigation settlement and defense costs in the
       first quarter of 2003 ($45 million) and the recovery of $14.3 million
       in the third quarter of 2003, the third quarter 2002 charge of
       ($151.3 million) and fourth quarter 2002 charge of ($20 million) and
       the termination charge for the CSC contract ($15.5 million) in the
       second quarter of 2002.

                   Selected Trends and Operating Statistics

    Commercial premium revenues increased $91.6 million over the third quarter
of 2002.  Commercial premium yields, net of product mix and benefit changes,
increased approximately 10.5% over the third quarter of 2002.  For the first
nine months of 2003, commercial premium yields increased approximately 10.6%
over the first nine months of 2002.  Medicare premiums increased $12.5 million
over the third quarter of 2002 as a result of increased membership, the mix of
membership and increased reimbursement rates.

    Commercial per member per month medical costs increased approximately 9.5%
compared with the 2002 third quarter after adjusting the reported per member
per month commercial medical cost ratio for cumulative net favorable
development of prior period medical reserve estimate changes of approximately
$1.3 million and $31.3 million for the three month periods ended September 30,
2003 and 2002, respectively.


                                                            Exhibit 5
                OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                              MEMBERSHIP DATA
                              (in Thousands)
                                (Unaudited)

     Total Membership                                    2003
                                              3Q          2Q          1Q
     POS, PPO and Other Plans                1,252.0     1,260.0     1,276.8
     HMO                                       191.5       196.5       204.0
     Total Fully Insured Commercial
      Membership                             1,443.5     1,456.5     1,480.8
     Medicare                                   71.0        70.9        70.7
     Third-party Administration                 39.8        40.8        41.1
     Total Membership                        1,554.3     1,568.2     1,592.6

     Fully Insured Commercial Change           (13.0)      (24.3)        1.3
     Fully Insured Commercial Change %         -0.9%       -1.6%        0.1%


     Total Membership                                     2002
                                             4Q       3Q       2Q       1Q
     POS, PPO and Other Plans              1,252.9  1,249.8  1,236.0  1,204.9
     HMO                                     226.6    229.0    233.6    236.7
     Total Fully Insured Commercial
      Membership                           1,479.5  1,478.8  1,469.6  1,441.6
     Medicare                                 70.1     69.6     68.9     67.5
     Third-party Administration               51.9     62.7     63.3     65.4
     Total Membership                      1,601.5  1,611.1  1,601.8  1,574.5

     Fully Insured Commercial Change           0.7      9.2     28.0     69.3
     Fully Insured Commercial Change %        0.0%     0.6%     1.9%     5.0%


     Total Membership                                                   2001
                                                                         4Q
     POS, PPO and Other Plans                                         1,154.1
     HMO                                                                218.2
     Total Fully Insured Commercial
      Membership                                                      1,372.3
     Medicare                                                            77.8
     Third-party Administration                                          60.0
     Total Membership                                                 1,510.1

     Fully Insured Commercial Change                                      5.7
     Fully Insured Commercial Change %                                   0.4%


                                  Membership

Total fully insured commercial membership ended the quarter at 1.444 million
members compared to 1.457 million members at the end of June 2003 and 1.479
million members in the third quarter of 2002.  Year to date, Oxford commercial
membership has declined approximately 15 thousand members while MedSpan
membership has declined approximately 21 thousand members.  Medicare
membership increased modestly during the third quarter, ending the period at
71,000 members


SOURCE Oxford Health Plans, Inc.




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    CONTACT:
    Investors, Gary Frazier, +1-203-459-7331, Jon
    Green, +1-203-459-6674, or Medias, Maria Gordon-Shydlo,
    +1-203-459-7674, all of Oxford Health Plans, Inc.