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Oxford Health Plans, Inc. Announces Third Quarter 2002 Results

            Diluted EPS of $1.24 Per Share Before $0.98 Per Share
           Charge Related to 1997 Securities Class Action Lawsuits

    TRUMBULL, Conn., Oct. 29 /PRNewswire-FirstCall/ -- Oxford Health Plans,
Inc. (NYSE: OHP) announced today net income of $23.8 million, or $0.26 per
diluted common share, for the quarter ended September 30, 2002, compared to
net income of $85.7 million, or $0.85 per diluted common share, for the same
period last year.  Results for the current year period include a $151.3
million non-cash pretax charge, or $0.98 per diluted share, as previously
disclosed in the Company's October 22, 2002 press release.  Third quarter
earnings for 2002 benefited from changes in estimates of prior period reserves
related to medical claims and NY market stabilization pools from 1999 and 2001
of approximately $0.20 per diluted share. Excluding the effect of the
litigation charge and favorable development, net income for the quarter ended
September 30, 2002 was $1.04 per diluted share.
    Revenue for the quarter was $1.27 billion, compared to $1.11 billion in
the third quarter last year.  Fully insured commercial membership, excluding
MedSpan, increased by approximately 16 thousand members during the third
quarter. The medical loss ratio ("MLR") for the quarter was 76.1% compared to
76.5% in the prior year quarter.  The MLR for the third quarter of 2002
benefited approximately 250 basis points from favorable changes in estimates
related to medical costs discussed above.  The administrative loss ratio was
10.9% for the quarter, excluding the litigation charge, compared to 11.2% for
the third quarter of last year.
    "We believe our enrollment growth and strong underwriting results for the
quarter and year to date demonstrate that our focus on innovative products and
effectively controlling healthcare costs is the right strategy," said Charles
G. Berg, CEO-elect, President and COO.
    The Company reported cash flow from operations of $116.7 million for the
quarter compared to $158.7 million for the prior year period.  The prior year
period included the benefit of $50 million in cash receipts resulting from an
agreement with a new pharmacy vendor.  As of September 30, 2002, the Company
had approximately $1.47 billion in current cash and marketable securities,
including approximately $242 million at the Parent Company. Oxford repurchased
803,700 shares for $30.5 million in the third quarter of this year, bringing
total open market repurchases under its repurchase program to approximately 16
million shares for $485.4 million.  "We believe Oxford's existing free parent
cash and expected future operating cash flows will be sufficient to continue
strengthening our infrastructure while maintaining our share repurchase
program during the remainder of 2002 and 2003," said Kurt B. Thompson, Chief
Financial Officer.
    As previously announced, the Company will hold a conference call today,
October 29, 2002, at 10 a.m. (Eastern Time) to review these results as well as
discuss the outlook for the remainder of 2002 and 2003.  The conference call
can be accessed by dialing 1-888-677-8170 (using the passcode "Oxford") at
least 10 minutes prior to the start of the call.  A replay of the call will be
available from October 29 through November 5, by dialing 402-998-1719 and
using the passcode 1029.  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).
    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, third party administration of employer-funded benefits plans
and Medicare plans.

          Cautionary Statement Regarding Forward-Looking Statements
    Certain statements in this press release, including statements concerning
the Company's expected future operating cash flows, future strengthening of
its infrastructure, and future maintenance of its share repurchase program 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.
     * The impact of the September 11, 2001 terrorist attacks, subsequent
       cases of anthrax infection or exposure, and any future acts of
       terrorism or war.
     * 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
       pending class and derivative actions filed against the Company and
       certain of its officers and directors, and other proceedings commenced
       against the Company and several employees by certain healthcare
       providers), class actions in Connecticut, New Jersey and New York and
       related litigation by the Connecticut Attorney General, regulatory
       proceedings and other governmental action (including the ongoing
       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.
     * 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, 2001 and Part I, Item 2, of the Company's Quarterly
       Reports on Form 10-Q for the periods ended March 31, 2002 and
       June 30, 2002.

                    OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                          Consolidated Income Statements
         For the Three and Nine Months Ended September 30, 2002 and 2001
       (In thousands, except per share, per member per month and membership
                                 highlights data)
                                   (Unaudited)

                                    Three Months Ended      Nine Months Ended
                                      September 30,           September 30,
                                     2002        2001        2002        2001
    Revenues:
     Premiums earned           $1,241,672  $1,084,904  $3,588,409  $3,217,531
     Third-party
      administration, net           4,692       3,499      13,176       9,881
     Investment and other
      income, net                  28,036      23,478      63,191      72,952
      Total revenues            1,274,400   1,111,881   3,664,776   3,300,364

    Expenses:
     Health care services         944,497     830,105   2,835,702   2,549,178
     Marketing, general and
      administrative              135,499     132,010     417,666     367,097
     Litigation charges, net      151,300          --     151,300          --
     Interest and other
      financing charges             2,685       4,234       8,653      15,519
      Total expenses            1,233,981     966,349   3,413,321   2,931,794

    Earnings before income
     taxes                         40,419     145,532     251,455     368,570
    Income tax expense             16,611      59,815     103,331     140,482
    Net earnings                  $23,808     $85,717    $148,124    $228,088

    Earnings per common share
     - basic                        $0.27       $0.88       $1.69       $2.32

    Earnings per common share
     - diluted                      $0.26       $0.85       $1.62       $2.22


    Weighted-average common
     shares - basic                87,784      97,248      87,729      98,189
     Dilutive effect of stock
      options                       2,965       3,886       3,881       4,424
    Weighted-average common
     shares - diluted              90,749     101,134      91,610     102,613

    Selected Information
     Medical loss ratio             76.1%       76.5%       79.0%       79.2%
     Administrative loss ratio      10.9%       12.1%       11.6%       11.4%
     Earnings before income
      taxes, financing
      charges, depreciation
      and amortization
       ("EBITDA")                 $48,859    $155,069    $276,024    $397,963
     PMPM premium revenue         $267.49     $249.00     $263.03     $246.40
     PMPM medical expense         $203.47     $190.52     $207.85     $195.22
     Fully insured member
      months                      4,641.9     4,357.0    13,642.7    13,058.2




                                                         As of September 30,
    Membership Highlights                             2002               2001
    Freedom and Liberty Plans                    1,249,800          1,149,400
    HMO                                            229,000            217,200
    Total Fully Insured Commercial               1,478,800          1,366,600
    Medicare                                        69,600             80,300
    Third-party Administration                      62,700             61,000
    Total Membership                             1,611,100          1,507,900



                   OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                 As of September 30, 2002 and December 31, 2001
                        (In thousands, except share data)

                                      Assets
                                                 Sept. 30,          Dec. 31,
                                                     2002              2001
                                                 (Unaudited)
    Current assets:
     Cash and cash equivalents                    $273,687          $345,530
     Investments - available-for-sale, at
      market value                               1,194,421           961,652
     Premiums receivable, net                       44,601            37,127
     Other receivables                              41,979            24,678
     Prepaid expenses and other current
      assets                                        14,482             3,450
     Deferred income taxes                         117,691            83,416
       Total current assets                      1,686,861         1,455,853

    Property and equipment, net                     35,015            35,084
    Deferred income taxes                           13,639             8,348
    Restricted cash and investments                 56,374            58,813
    Goodwill and other intangible assets,
     net                                            27,879             3,302
    Other noncurrent assets                          7,311            15,325
       Total assets                             $1,827,079        $1,576,725




                      Liabilities and Shareholders' Equity

    Current liabilities:
     Medical costs payable                        $648,893          $595,064
     Current portion of long term debt              29,531            26,250
     Trade accounts payable and accrued
      expenses                                     109,097           116,601
     Reserve for litigation                        161,300               -
     Unearned revenue                              144,814           201,225
     Income taxes payable                           57,615            47,789
     Current portion of capital lease
      obligations                                    5,402                --
       Total current liabilities                 1,156,652           986,929

    Long-term debt                                 111,049           126,876

    Contingencies

    Shareholders' equity:
     Preferred stock, $.01 par value,
      authorized 2,000,000 shares                       --                --
     Common stock, $.01 par value,
      authorized 400,000,000
      shares; issued and outstanding
       104,971,035 shares in 2002
      and 100,353,007 shares in 2001                 1,050             1,004
     Additional paid-in capital                    706,381           605,661
     Retained earnings                             363,289           215,165
     Accumulated other comprehensive
      income                                        32,092             7,587
     Treasury stock, at cost                      (543,434)         (366,497)
      Total shareholders' equity                   559,378           462,920

      Total liabilities and shareholders'
       equity                                   $1,827,079        $1,576,725



                  Oxford Health Plans, Inc. and Subsidiaries
                    Consolidated Statements of Cash Flows
       For the Three and Nine Months Ended September 30, 2002 and 2001
                                (In thousands)
                                 (Unaudited)

                                     Three Months Ended    Nine Months Ended
                                        September 30,          September 30,
                                      2002      2001         2002        2001

    Cash flows from operating
     activities:
     Net income                     $23,808   $85,717    $148,124    $228,088
     Adjustments to reconcile net
      earnings to net cash provided by
       operating activities:
       Depreciation and
        amortization                  6,029     5,578      16,744      15,207
       Noncash income                (5,207)       --     (12,811)         --
       Noncash charges              151,300        --     177,832          --
       Deferred income taxes        (57,403)    2,946     (51,860)     83,053
       Realized gain on sale of
        investments                  (7,560)   (4,420)    (14,081)    (17,002)
       Changes in assets and
        liabilities (net of
        balances acquired):
        Premiums receivable          (1,858)  (28,067)     (3,759)    (18,758)
        Other receivables            (1,505)    4,060      (4,873)     58,622
        Prepaid expenses and other
         current assets              (6,835)       61      (6,800)       (168)
        Medical costs payable       (43,044)   (5,107)     29,124      (9,906)
        Trade accounts payable and
         accrued expenses               496    23,468     (18,232)      5,461
        Unearned revenue             10,041    26,563     (46,103)     38,256
        Income taxes payable         49,006    48,324      47,422      48,324
        Other, net                     (583)     (398)     (3,115)      1,477
         Net cash provided by
          operating activities      116,685   158,725     257,612     432,654

    Cash flows from investing
     activities:
     Capital expenditures            (9,124)   (2,728)    (15,411)    (13,347)
     Purchases of investments      (342,943) (186,035) (1,177,581) (1,036,761)
     Sales and maturities of
      investments                   275,356   184,420   1,000,712     969,820
     Acquisitions, net of cash
      acquired                           --    (5,166)     (1,288)    (19,483)
     Other, net                          24       165          --         439
         Net cash used by
          investing activities      (76,687)   (9,344)   (193,568)    (99,332)

    Cash flows from financing
     activities:
     Proceeds from exercise of
      stock options                   2,025    13,155      29,352      26,239
     Redemption of notes payable     (7,447)   (5,469)    (20,573)    (16,406)
     Payments under capital leases   (1,227)   (1,798)     (1,227)     (5,563)
     Payment of withholding tax on
      option exercises                   --        --     (24,056)         --
     Purchase of treasury shares    (30,494) (233,581)   (119,383)   (233,581)
         Net cash used by
          financing activities      (37,143) (227,693)   (135,887)   (229,311)

    Net increase (decrease) in
     cash and cash equivalents        2,855   (78,312)    (71,843)    104,011
    Cash and cash equivalents at
     beginning of period            270,832   380,955     345,530     198,632
    Cash and cash equivalents at
     end of period                 $273,687  $302,643    $273,687    $302,643



                    Oxford Health Plans, Inc. And Subsidiaries
       Supplemental Schedule Reconciling GAAP Earnings to Run Rate Earnings
         For the Three and Nine Months Ended September 30, 2002 and 2001
                      (In thousands, except per share data)
                                   (Unaudited)

                                        Three Months Ended  Nine Months Ended
                                             September 30,      September 30,
         Diluted Earnings Per Share         2002      2001     2002      2001

     Diluted earnings per common share -
      GAAP                                 $0.26     $0.85    $1.62     $2.22

     Diluted earnings per share effect
      of run rate adjustments
      Litigation charges                    0.98      0.06     0.97      0.06
      MedUnite investment impairment
       charge                                 --        --     0.07        --
      CSC contract termination and asset
       valuation charges                      --        --     0.10        --
      Changes in estimates of prior
       period medical cost reserves        (0.06)    (0.04)   (0.19)    (0.06)
      Changes in estimates of NY
       stabilization pool
       reserves/receivables                (0.14)       --    (0.14)       --
      Changes in estimates of income tax
       valuation reserves                     --        --       --     (0.11)

     Diluted earnings per common share -
      Run Rate                             $1.04     $0.87    $2.43     $2.11

     Diluted common shares                90,749   101,134   91,610   102,613





                                       Three Months Ended  Nine Months Ended
                                          September 30,      September 30,
              Net Earnings               2002     2001      2002      2001

     Net earnings - GAAP              $23,808  $85,717  $148,124  $228,088

     After-tax effect of run rate
      adjustments
      Litigation charges, net          89,116    5,890    89,116     5,890
      MedUnite investment impairment
       charge                              --       --     6,479        --
      CSC contract termination and
       asset valuation charges             --       --     9,130        --
      Changes in estimates of prior
       period medical cost reserves    (5,612)  (4,225)  (17,552)   (6,185)
      Changes in estimates of NY
       stabilization pool
       reserves/receivables           (12,958)      --    (12,958)      --
      Changes in estimates of income
       tax valuation reserves              --       --         --  (11,000)

     Net earnings - Run Rate          $94,354  $87,382  $222,339  $216,793


    Note:  This supplemental table has been presented to provide additional
financial information to readers of our consolidated financial statements in
an effort to help explain the differences between our consolidated financial
statements reported on a basis consistent with generally accepted accounting
principles ("GAAP") and the run rate financial performance for the respective
historical periods.  The adjustments detailed in this schedule represent the
current period impact of changes in the Company's estimates of prior period
medical cost reserves, litigation charges and other items that management
believes may help readers of our financial statements interpret our financial
performance.


                  OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                        Changes in Medical Costs Payable
              For the Nine Months Ended September 30, 2002 and 2001
                                  (In millions)
                                   (Unaudited)

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

                                                                     2001 and
                                               Total        2002        Prior

     Balance as of December 31, 2001          $595.1        $ --       $595.1

     Components of health care services
      expense:
       Estimated costs incurred              2,887.5      2,887.5          --
       Estimate changes (1)                    (51.8)          --       (51.8)
     Health care services expense            2,835.7      2,887.5       (51.8)

     Payments for health care services(2)   (2,781.9)    (2,320.7)    (461.2)

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





                                                       Amounts Relating to
     Nine Months Ended September 30, 2001:            Claims Incurred During

                                                                     2000 and
                                               Total        2001        Prior

     Balance as of December 31, 2000          $612.9        $ --       $612.9

     Components of health care services
      expense:
       Estimated costs incurred              2,559.7      2,559.7         --
       Estimate changes                        (10.5)          --      (10.5)
     Health care services expense            2,549.2      2,559.7      (10.5)

     Payments for health care services      (2,559.1)    (2,074.9)    (484.2)

     Balance as of September 30, 2001         $603.0       $484.8     $118.2


    Notes:

    (1) Includes approximately $22 million of estimate changes in NY Market
        Stabilization Pool reserves and Stop-Loss Pool recoveries for New York
        Mandated products.

    (2) Included in 2002 payments are approximately $25.7 million of acquired
        MedSpan medical costs payable.




                    Oxford Health Plans, Inc. And Subsidiaries
                       Components Of Medical Costs Payable
                                  (In millions)
                                   (Unaudited)

                                                    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
                                             $648.9       $566.8        $82.1


                                                    Amounts Relating to Claims
                                                         Incurred During
    As of September 30, 2001                  Total         2001     2000 and
                                                                        Prior
     IBNR and medical claims reserves        $525.4       $460.5        $64.9
     Pharmacy PBM payable                       3.8          3.8           --
     Stabilization and stop-loss pools,
      BDCC and GME reserves, net               34.9         12.7         22.2
     Other reserves                            38.9          7.8         31.1
                                             $603.0       $484.8       $118.2


   Descriptions of Major Types of Reserves and Accruals in Medical Payables

     IBNR and medical claims reserves
     Represents 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
     Represents the bi-weekly amounts due to the Company's pharmacy benefit
     manager based on submissions of pharmacy claims.

     Stabilization and stop-loss pools, BDCC and GME reserves, net
     Represents estimated net liabilities related to various state programs
     including NY Market Stabilization and Stop-Loss
     Pools, Bad Debt and Charity Care and Graduate Medical Education.

     Other reserves
     Represents estimated liabilities for certain former medical contracts
     that are in various stages of resolution.




SOURCE Oxford Health Plans, Inc.




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    Investor, Gary Frazier, +1-203-459-7331, or
    Deborah Abraham, +1-203-459-6674; or Media, Maria Gordon-Shydlo,
    +1-203-459-7674 all of Oxford Health Plans