<PAGE>   1
     As filed with the Securities and Exchange Commission on August 15, 2001

                                                    Registration No. 333-_______


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                ----------------

                            FIRST HEALTH GROUP CORP.

             (Exact name of Registrant as specified in its charter)

                                ----------------


         DELAWARE                                          36-3307583

(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                              3200 HIGHLAND AVENUE
                          DOWNERS GROVE, ILLINOIS 60515
                                 (630) 737-7900

              (Address, including zip code, and telephone number,
            including area code, of Registrant's executive offices)

                                ----------------

  FIRST HEALTH GROUP CORP. 2001 STOCK OPTION AGREEMENTS WITH EDWARD L. WRISTEN

                            (Full title of the plan)


                              BANSARI M. SHAH, ESQ.
                            NEAL, GERBER & EISENBERG
                            TWO NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60602
                                 (312) 269-8000

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                ----------------
<PAGE>   2



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
              TITLE OF SECURITIES                      PROPOSED MAXIMUM                           AMOUNT OF
               TO BE REGISTERED                    AGGREGATE OFFERING PRICE                   REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                                       <C>
                 Common Stock,                          $17,603,130(1)                             $4,401
                $0.01 par value
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Adjusted to reflect the Registrant's 2-for-1 Common Stock split paid on
       June 25, 2001. Calculated as pursuant to Rule 457(h)(1) under the
       Securities Act of 1933, as amended.



<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated into this Registration
Statement by reference:

         1. The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2000.

         2. The Company's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2001.

         3. The Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2001.

         4. The Company's Current Report on Form 8-K, dated May 21, 2001.

         5. The description of the Company's Common Stock set forth under the
            caption "Description of Registrant's Securities to be Registered" in
            the Company's Registration Statement on Form 8-A (No. 0-15846) filed
            under the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), and any reports or amendments to the foregoing filed with the
            Securities and Exchange Commission for the purpose of updating such
            description.

         6. All documents filed by the Company pursuant to Sections 13, 14, or
            15(d) of the Exchange Act subsequent to the date of this
            Registration Statement and before the Company files a post-effective
            amendment hereto which indicates that all shares of Common Stock
            being offered pursuant to this Registration Statement have been sold
            or which deregisters all shares of Common Stock then remaining
            unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain partners of and attorneys associated with Neal, Gerber &
Eisenberg own shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law empowers the
Company to indemnify officers and directors in certain instances. Article
Seventh, Section 2 of the Restated Certificate of Incorporation of the Company
provides as follows: "The directors, as well as the officers, employees and
agents of the Company shall be indemnified by the Company to the fullest extent
permitted by the Delaware General Corporation Law as the same exists or may
hereafter be amended." As a consequence, directors of the Company will be
insulated for liability for monetary damages for breach of fiduciary duty as a
director, including monetary liabilities for negligent or grossly negligent
business decisions, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for the payment of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) for transactions in which the director
received an improper personal benefit. The exculpation provided with respect to
liability by the foregoing is effective for actions taken after April 16, 1987.

         The By-Laws of the Company contain provisions whereby the Company will
indemnify its directors, officers, employees and agents against liabilities
incurred in connection with, and related expenses resulting from, any claim,
action or suit brought against such persons as a result of their relationship
with the Company, provided that it is determined that such persons acted in
accordance with a stated standard of conduct in connection with the acts or
events upon which such claim, action or suit is based. Such discrimination will
be made either by quorum of


<PAGE>   4

disinterested directors, if available, or by independent legal counsel in a
written opinion, or by the vote of the Company's stockholders. The finding of
either criminal or civil liability on the part of such persons in connection
with such acts or events is not necessarily determinative of the question of
whether such persons have met the required standard of conduct and are,
accordingly, entitled to be indemnified.

         The Company has purchased for the benefit of its officers and directors
an insurance policy, whereby the insurance company agrees, among other things,
to make payment to the Company in the event any such officer or director becomes
legally obligated to make a payment in connection with an alleged wrongful act.
Wrongful acts means any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by an officer or
director of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

Exhibit
Number    Description of Document
-------   -----------------------

4.1       First Health Group Corp. Stock Option Agreement, dated as of March 20,
          2001, by and between the Company and Edward L. Wristen

4.2       First Health Group Corp. Stock Option Agreement, dated as of March 20,
          2001, by and between the Company and Edward L. Wristen

4.3       First Health Group Corp. Stock Option Agreement, dated as of March 20,
          2001, by and between the Company and Edward L. Wristen

4.4       First Health Group Corp. Stock Option Agreement, dated as of March 20,
          2001, by and between the Company and Edward L. Wristen

5         Opinion of Neal, Gerber & Eisenberg

23.1      Consent of Deloitte & Touche LLP

23.2      Consent of Neal, Gerber & Eisenberg (included in Exhibit 5 to this
          Registration Statement)

24        Power of Attorney (included as part of the signature page of this
          Registration Statement)

ITEM 9.  UNDERTAKINGS

         The undersigned hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement to include
            any material information with respect to the plan of distribution
            not previously disclosed in the Registration Statement or any
            material change to such information in the Registration Statement.

         2. That, for the purpose of determining any liability under the
            Securities Act of 1933, as amended (the "Act"), each post-effective
            amendment to this Registration Statement shall be deemed to be a new
            Registration Statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof.



<PAGE>   5

         3. To remove from the registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

         4. That, for purposes of determining any liability under the Act, each
            filing of the Company's annual report pursuant to Sections 13(a) or
            15(d) of the Exchange Act that is incorporated by reference in this
            Registration Statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the Delaware General Corporation Law, the Restated Certificate of Incorporation
of the Company, the By-Laws of the Company or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Downers Grove, State of Illinois on the 10th day
of August, 2001.


                                              FIRST HEALTH GROUP CORP.
                                              (Registrant)


                                              By:  /s/  James C Smith
                                                 -------------------------------
                                                 James C. Smith,
                                                 Chairman of the Board and Chief
                                                 Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Joseph E. Whitters and Edward L. Wristen, and each of them, as his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign this registration statement and any or all amendments
(including post-effective amendments) to this registration statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 10th day of August, 2001.


<TABLE>
<CAPTION>
                         Signature                                                    Title
                         ---------                                                    -----

<S>                                                          <C>
/s/  James C. Smith                                          Chairman of the Board and Chief Executive Officer
--------------------------------------------                 (Principal Executive Officer)
James C. Smith


/s/  Joseph E. Whitters                                      Vice President, Finance and Chief Financial Officer
--------------------------------------------                 (Principal Accounting and Principal Financial Officer)
Joseph E. Whitters


/s/  Michael J. Boskin, Ph.D.                                Director
--------------------------------------------
Michael J. Boskin, Ph. D.


                                                             Director
--------------------------------------------
Daniel S. Brunner


/s/  Robert S. Colman                                        Director
--------------------------------------------
Robert S. Colman


/s/  Ronald H. Galowich                                      Director
--------------------------------------------
Ronald H. Galowich


/s/  Harold S. Handelsman                                    Director
--------------------------------------------
Harold S. Handelsman
</TABLE>


<PAGE>   7





/s/  Don Logan                                               Director
--------------------------------------------
Don Logan


/s/  Thomas J. Pritzker                                      Director
--------------------------------------------
Thomas J. Pritzker


/s/  David E. Simon                                          Director
--------------------------------------------
David E. Simon


/s/  Edward L. Wristen                                       Director
--------------------------------------------
Edward L. Wristen
[{"type": "S-8", "sequence": "1", "filename": "c64565s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15634}]
{"company-data": {"conformed-name": "FIRST HEALTH GROUP CORP", "cik": "0000812910", "assigned-sic": "6324", "irs-number": "363307583", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67570", "film-number": "1715205"}, "business-address": {"street1": "3200 HIGHLAND AVE", "street2": "HEALTH COMPARE CORP", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515", "phone": "6302417900"}, "mail-address": {"street1": "3200 HIGHLAND AVENUE", "street2": "3200 HIGHLAND AVENUE", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515"}, "former-company": {"former-conformed-name": "HEALTHCARE COMPARE CORP/DE/", "date-changed": "19920703"}}
1
     As filed with the Securities and Exchange Commission on August 15, 2001

                                                    Registration No. 333-_______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ----------------

                            FIRST HEALTH GROUP CORP.

             (Exact name of Registrant as specified in its charter)

                                ----------------

         DELAWARE                                          36-3307583

(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                              3200 HIGHLAND AVENUE
                          DOWNERS GROVE, ILLINOIS 60515
                                 (630) 737-7900

              (Address, including zip code, and telephone number,
            including area code, of Registrant's executive offices)

                                ----------------

  FIRST HEALTH GROUP CORP. 2001 STOCK OPTION AGREEMENTS WITH EDWARD L. WRISTEN

                            (Full title of the plan)

                              BANSARI M. SHAH, ESQ.
                            NEAL, GERBER & EISENBERG
                            TWO NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60602
                                 (312) 269-8000

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                ----------------
2

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
              TITLE OF SECURITIES                      PROPOSED MAXIMUM                           AMOUNT OF
               TO BE REGISTERED                    AGGREGATE OFFERING PRICE                   REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock,                          $17,603,130(1)                             $4,401
                $0.01 par value
-------------------------------------------------------------------------------------------------------------------
(1)    Adjusted to reflect the Registrant's 2-for-1 Common Stock split paid on
       June 25, 2001. Calculated as pursuant to Rule 457(h)(1) under the
       Securities Act of 1933, as amended.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated into this Registration
Statement by reference:

         1. The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2000.

         2. The Company's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2001.

         3. The Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2001.

         4. The Company's Current Report on Form 8-K, dated May 21, 2001.

         5. The description of the Company's Common Stock set forth under the
            caption "Description of Registrant's Securities to be Registered" in
            the Company's Registration Statement on Form 8-A (No. 0-15846) filed
            under the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), and any reports or amendments to the foregoing filed with the
            Securities and Exchange Commission for the purpose of updating such
            description.

         6. All documents filed by the Company pursuant to Sections 13, 14, or
            15(d) of the Exchange Act subsequent to the date of this
            Registration Statement and before the Company files a post-effective
            amendment hereto which indicates that all shares of Common Stock
            being offered pursuant to this Registration Statement have been sold
            or which deregisters all shares of Common Stock then remaining
            unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain partners of and attorneys associated with Neal, Gerber &
Eisenberg own shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law empowers the
Company to indemnify officers and directors in certain instances. Article
Seventh, Section 2 of the Restated Certificate of Incorporation of the Company
provides as follows: "The directors, as well as the officers, employees and
agents of the Company shall be indemnified by the Company to the fullest extent
permitted by the Delaware General Corporation Law as the same exists or may
hereafter be amended." As a consequence, directors of the Company will be
insulated for liability for monetary damages for breach of fiduciary duty as a
director, including monetary liabilities for negligent or grossly negligent
business decisions, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for the payment of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) for transactions in which the director
received an improper personal benefit. The exculpation provided with respect to
liability by the foregoing is effective for actions taken after April 16, 1987.

         The By-Laws of the Company contain provisions whereby the Company will
indemnify its directors, officers, employees and agents against liabilities
incurred in connection with, and related expenses resulting from, any claim,
action or suit brought against such persons as a result of their relationship
with the Company, provided that it is determined that such persons acted in
accordance with a stated standard of conduct in connection with the acts or
events upon which such claim, action or suit is based. Such discrimination will
be made either by quorum of
4

disinterested directors, if available, or by independent legal counsel in a
written opinion, or by the vote of the Company's stockholders. The finding of
either criminal or civil liability on the part of such persons in connection
with such acts or events is not necessarily determinative of the question of
whether such persons have met the required standard of conduct and are,
accordingly, entitled to be indemnified.

         The Company has purchased for the benefit of its officers and directors
an insurance policy, whereby the insurance company agrees, among other things,
to make payment to the Company in the event any such officer or director becomes
legally obligated to make a payment in connection with an alleged wrongful act.
Wrongful acts means any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by an officer or
director of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

Exhibit
Number    Description of Document
-------   -----------------------

4.1       First Health Group Corp. Stock Option Agreement, dated as of March 20,
          2001, by and between the Company and Edward L. Wristen

4.2       First Health Group Corp. Stock Option Agreement, dated as of March 20,
          2001, by and between the Company and Edward L. Wristen

4.3       First Health Group Corp. Stock Option Agreement, dated as of March 20,
          2001, by and between the Company and Edward L. Wristen

4.4       First Health Group Corp. Stock Option Agreement, dated as of March 20,
          2001, by and between the Company and Edward L. Wristen

5         Opinion of Neal, Gerber & Eisenberg

23.1      Consent of Deloitte & Touche LLP

23.2      Consent of Neal, Gerber & Eisenberg (included in Exhibit 5 to this
          Registration Statement)

24        Power of Attorney (included as part of the signature page of this
          Registration Statement)

ITEM 9.  UNDERTAKINGS

         The undersigned hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement to include
            any material information with respect to the plan of distribution
            not previously disclosed in the Registration Statement or any
            material change to such information in the Registration Statement.

         2. That, for the purpose of determining any liability under the
            Securities Act of 1933, as amended (the "Act"), each post-effective
            amendment to this Registration Statement shall be deemed to be a new
            Registration Statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof.
5

         3. To remove from the registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

         4. That, for purposes of determining any liability under the Act, each
            filing of the Company's annual report pursuant to Sections 13(a) or
            15(d) of the Exchange Act that is incorporated by reference in this
            Registration Statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the Delaware General Corporation Law, the Restated Certificate of Incorporation
of the Company, the By-Laws of the Company or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Downers Grove, State of Illinois on the 10th day
of August, 2001.

                                              FIRST HEALTH GROUP CORP.
                                              (Registrant)

                                              By:  /s/  James C Smith
                                                 -------------------------------
                                                 James C. Smith,
                                                 Chairman of the Board and Chief
                                                 Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Joseph E. Whitters and Edward L. Wristen, and each of them, as his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign this registration statement and any or all amendments
(including post-effective amendments) to this registration statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 10th day of August, 2001.
Signature                                                    Title
                         ---------                                                    -----
/s/  James C. Smith                                          Chairman of the Board and Chief Executive Officer
--------------------------------------------                 (Principal Executive Officer)
James C. Smith

/s/  Joseph E. Whitters                                      Vice President, Finance and Chief Financial Officer
--------------------------------------------                 (Principal Accounting and Principal Financial Officer)
Joseph E. Whitters

/s/  Michael J. Boskin, Ph.D.                                Director
--------------------------------------------
Michael J. Boskin, Ph. D.

                                                             Director
--------------------------------------------
Daniel S. Brunner

/s/  Robert S. Colman                                        Director
--------------------------------------------
Robert S. Colman

/s/  Ronald H. Galowich                                      Director
--------------------------------------------
Ronald H. Galowich

/s/  Harold S. Handelsman                                    Director
--------------------------------------------
Harold S. Handelsman
7

/s/  Don Logan                                               Director
--------------------------------------------
Don Logan

/s/  Thomas J. Pritzker                                      Director
--------------------------------------------
Thomas J. Pritzker

/s/  David E. Simon                                          Director
--------------------------------------------
David E. Simon

/s/  Edward L. Wristen                                       Director
--------------------------------------------
Edward L. Wristen