SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   Form 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of 
                    the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): February 27, 1997

                                 HEALTHSOURCE, INC.
             (Exact name of registrant as specified in charter)

                                    New Hampshire
             (State or other jurisdiction of incorporation)

             1-11538                                 02-0387748
     (Commission File Number)                (IRS Employer Identification

          Two College Park Drive,                         03106
          Hooksett, New Hampshire                       (Zip Code)
     (Address of Principal executive offices)

     Registrant's telephone number, including area code:  (603) 268-7000

                                Not Applicable
         (Former name or former address, if changed since last report)



     ITEM 5.   OTHER EVENTS

               On February 27, 1997, Healthsource, Inc., a New Hampshire
     corporation (the "Company"), CIGNA Corporation, a Delaware
     corporation ("CIGNA"), and CHC Acquisition Corp., a Delaware
     corporation and a wholly-owned indirect subsidiary of CIGNA ("CHC
     Acquisition"), entered into an Agreement and Plan of Merger, dated
     as of February 27, 1997 (the "Merger Agreement").

               The Merger Agreement and the press release issued in
     connection therewith are filed herewith as Exhibits 99.1 and 99.2,
     respectively, and are incorporated herein by reference.  The
     description of the Merger Agreement set forth herein does not
     purport to be complete and is qualified in its entirety by the
     provisions of the Merger Agreement.

               The Merger Agreement provides, among other things, for the
     acquisition by CIGNA of all the outstanding shares of the Company's
     common stock, $.10 par value per share (the "Shares"), through (a) a
     tender offer (the "Offer") for all Shares at a price of $21.75 per
     share, net to the sellers thereof in cash (the "Offer Price") and
     (b) a second-step merger pursuant to which CHC Acquisition will
     merge with and into the Company (the "Merger") and all outstanding
     Shares (other than Shares owned by CIGNA, CHC Acquisition or any
     other subsidiary of CIGNA and other than Shares held by any
     dissenting shareholders) will be converted into the right to receive
     the Offer Price in cash.

               The Offer is conditioned upon, among other things, there
     being validly tendered prior to the expiration date of the Offer and
     not withdrawn a number of Shares, which, together with any Shares
     owned by CIGNA or CHC Acquisition, represents at least a majority of
     the Shares outstanding on a fully diluted basis, expiration of the
     applicable waiting period under the Hart-Scott-Rodino Antitrust
     Improvements Act of 1976, as amended, and the obtaining of the
     Insurance Regulatory Approvals (as defined in the Merger Agreement)
     except where failure to obtain such approvals would not have a
     Company Material Adverse Effect (as defined in the Merger Agreement)
     and would not result in a violation of law.  The conditions to the
     Offer are set forth in Annex A to the Merger Agreement.  The Merger
     is subject to various closing conditions, including, without
     limitation, the receipt of shareholder approval by the Company's
     shareholders if required by the New Hampshire Business Corporation
     Act and the Company's Articles of Incorporation, and CIGNA
     purchasing Shares pursuant to the Offer.  

               Concurrently with the execution of the Merger Agreement,
     CHC Acquisition and CIGNA entered into a Tender Agreement and
     Irrevocable Proxy (the "Shareholder Agreement") with Norman C.
     Payson, M.D. (the "Shareholder"), the Company's President and Chief
     Executive Officer and a member of the Company's Board of Directors,
     with respect to the 4,332,760 Shares owned by the Shareholder (the
     "Owned Shares").  The Shareholder Agreement is filed as Exhibit 99.3
     herewith and is incorporated herein by reference.  The description
     of the Shareholder Agreement set forth herein does not purport to be
     complete and is qualified in its entirety by the provisions of the
     Shareholder Agreement.

               Pursuant to the Shareholder Agreement, the Shareholder has
     agreed to tender all Shares owned by him in the Offer and CIGNA and
     CHC Acquisition have agreed to accept for payment and pay for such
     Shares subject to the terms and conditions of the Offer.

               Pursuant to the Shareholder Agreement, the Shareholder has
     also granted to CIGNA an irrevocable proxy to vote his Shares in
     connection with any meeting of the Company's shareholders, or in
     connection with any written consent of the Company's shareholders,
     among other things, (i) in favor of the approval and adoption of the
     Merger and the other actions contemplated by the Merger Agreement
     and the Shareholder Agreement and any actions required in
     furtherance thereof; (ii) against any action or agreement that would
     impede, interfere with, or prevent the Offer or the Merger; and
     (iii) except as otherwise agreed to in writing in advance by CIGNA,
     against the following actions (other than the Offer, the Merger and
     the transactions contemplated by the Merger Agreement and the
     Shareholder Agreement):  (I) any extraordinary corporate
     transaction, such as a merger, consolidation or other business
     combination involving the Company or any of its subsidiaries
     (including any transaction contemplated by an Acquisition Proposal);
     (II) any sale, lease or transfer of a material amount of the assets
     or business of the Company or its subsidiaries, or any
     reorganization, restructuring, recapitalization, special dividend,
     dissolution, liquidation or winding up of the Company or its
     subsidiaries; and (III) any change in the present capitalization of
     the Company including any proposal to sell any material equity
     interest in the Company or any amendment of the Articles of
     Incorporation of the Company.  Such irrevocable proxy shall
     terminate on the termination of the Shareholder Agreement.

               During the term of the Shareholder Agreement, the
     Shareholder has agreed that he will not transfer to any person any
     or all Owned Shares (except to CHC Acquisition pursuant to the
     Offer), or, except for the proxy granted to CHC Acquisition, grant
     any proxies or powers of attorney, deposit any of his Shares into a
     voting trust or enter into a voting agreement, understanding or
     arrangement with respect to such Shares, except that the Shareholder
     has the right to make certain limited transfers, including to family
     members and for estate planning purposes.

               The Shareholder Agreement, and all rights and obligations
     of the parties thereunder, terminates upon the earlier of (a) the
     date upon which CIGNA shall have purchased and paid for all of the
     Owned Shares of the Shareholder in accordance with the Offer and (b)
     the date on which the Merger Agreement is terminated. 

               Separately, Dr. Payson has also entered into a Consulting
     Agreement (the "Consulting Agreement") with CIGNA providing, among
     other things, for Dr. Payson to serve as a consultant to CIGNA for a
     period of nine months following the consummation of the Offer.  The
     Consulting Agreement is filed as Exhibit 99.4 herewith and is
     incorporated herein by reference.  The description of the Consulting
     Agreement set forth herein does not purport to be complete and is
     qualified in its entirety by the provisions of the Consulting
     Agreement.


     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS

               (c)  EXHIBITS.

               99.1      Agreement and Plan of Merger, dated as of
                         February 27, 1997, by and among Healthsource,
                         Inc., CIGNA Corporation and CHC Acquisition
                         Corp.

               99.2      Press Release of Healthsource, Inc. issued
                         February 28, 1997.

               99.3      Tender Agreement and Irrevocable Proxy, dated as
                         of February 27, 1997, by and among CIGNA
                         Corporation, CHC Acquisition Corp. and Norman C.
                         Payson, M.D.

               99.4      Consulting Agreement, dated as of February 27,
                         1997, by and between CIGNA Corporation and
                         Norman C. Payson, M.D.



                                   SIGNATURE

               Pursuant to the requirements of the Securities Exchange
     Act of 1934, the registrant has duly caused this report to be signed
     on its behalf by the undersigned hereunto duly authorized.

     Date:  March 4, 1997
                                        HEALTHSOURCE, INC.

                                        By:  /s/ Norman C. Payson, M.D.
                                             --------------------------
                                             Norman C. Payson, M.D.
                                             President and Chief
                                               Executive Officer



                                 Exhibit Index

     Exhibit
     -------
     99.1                Agreement and Plan of Merger, dated as of
                         February 27, 1997, by and among Healthsource,
                         Inc., CIGNA Corporation and CHC Acquisition
                         Corp.

     99.2                Press Release of Healthsource, Inc. issued
                         February 28, 1997.

     99.3                Tender Agreement and Irrevocable Proxy, dated as
                         of February 27, 1997, by and among CIGNA
                         Corporation, CHC Acquisition Corp. and Norman C.
                         Payson, M.D.

     99.4                Consulting Agreement, dated as of February 27,
                         1997, by and between CIGNA Corporation and
                         Norman C. Payson, M.D.
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SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   Form 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of 
                    the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): February 27, 1997

                                 HEALTHSOURCE, INC.
             (Exact name of registrant as specified in charter)

                                    New Hampshire
             (State or other jurisdiction of incorporation)

             1-11538                                 02-0387748
     (Commission File Number)                (IRS Employer Identification

          Two College Park Drive,                         03106
          Hooksett, New Hampshire                       (Zip Code)
     (Address of Principal executive offices)

     Registrant's telephone number, including area code:  (603) 268-7000

                                Not Applicable
         (Former name or former address, if changed since last report)

     ITEM 5.   OTHER EVENTS

               On February 27, 1997, Healthsource, Inc., a New Hampshire
     corporation (the "Company"), CIGNA Corporation, a Delaware
     corporation ("CIGNA"), and CHC Acquisition Corp., a Delaware
     corporation and a wholly-owned indirect subsidiary of CIGNA ("CHC
     Acquisition"), entered into an Agreement and Plan of Merger, dated
     as of February 27, 1997 (the "Merger Agreement").

               The Merger Agreement and the press release issued in
     connection therewith are filed herewith as Exhibits 99.1 and 99.2,
     respectively, and are incorporated herein by reference.  The
     description of the Merger Agreement set forth herein does not
     purport to be complete and is qualified in its entirety by the
     provisions of the Merger Agreement.

               The Merger Agreement provides, among other things, for the
     acquisition by CIGNA of all the outstanding shares of the Company's
     common stock, $.10 par value per share (the "Shares"), through (a) a
     tender offer (the "Offer") for all Shares at a price of $21.75 per
     share, net to the sellers thereof in cash (the "Offer Price") and
     (b) a second-step merger pursuant to which CHC Acquisition will
     merge with and into the Company (the "Merger") and all outstanding
     Shares (other than Shares owned by CIGNA, CHC Acquisition or any
     other subsidiary of CIGNA and other than Shares held by any
     dissenting shareholders) will be converted into the right to receive
     the Offer Price in cash.

               The Offer is conditioned upon, among other things, there
     being validly tendered prior to the expiration date of the Offer and
     not withdrawn a number of Shares, which, together with any Shares
     owned by CIGNA or CHC Acquisition, represents at least a majority of
     the Shares outstanding on a fully diluted basis, expiration of the
     applicable waiting period under the Hart-Scott-Rodino Antitrust
     Improvements Act of 1976, as amended, and the obtaining of the
     Insurance Regulatory Approvals (as defined in the Merger Agreement)
     except where failure to obtain such approvals would not have a
     Company Material Adverse Effect (as defined in the Merger Agreement)
     and would not result in a violation of law.  The conditions to the
     Offer are set forth in Annex A to the Merger Agreement.  The Merger
     is subject to various closing conditions, including, without
     limitation, the receipt of shareholder approval by the Company's
     shareholders if required by the New Hampshire Business Corporation
     Act and the Company's Articles of Incorporation, and CIGNA
     purchasing Shares pursuant to the Offer.  

               Concurrently with the execution of the Merger Agreement,
     CHC Acquisition and CIGNA entered into a Tender Agreement and
     Irrevocable Proxy (the "Shareholder Agreement") with Norman C.
     Payson, M.D. (the "Shareholder"), the Company's President and Chief
     Executive Officer and a member of the Company's Board of Directors,
     with respect to the 4,332,760 Shares owned by the Shareholder (the
     "Owned Shares").  The Shareholder Agreement is filed as Exhibit 99.3
     herewith and is incorporated herein by reference.  The description
     of the Shareholder Agreement set forth herein does not purport to be
     complete and is qualified in its entirety by the provisions of the
     Shareholder Agreement.

               Pursuant to the Shareholder Agreement, the Shareholder has
     agreed to tender all Shares owned by him in the Offer and CIGNA and
     CHC Acquisition have agreed to accept for payment and pay for such
     Shares subject to the terms and conditions of the Offer.

               Pursuant to the Shareholder Agreement, the Shareholder has
     also granted to CIGNA an irrevocable proxy to vote his Shares in
     connection with any meeting of the Company's shareholders, or in
     connection with any written consent of the Company's shareholders,
     among other things, (i) in favor of the approval and adoption of the
     Merger and the other actions contemplated by the Merger Agreement
     and the Shareholder Agreement and any actions required in
     furtherance thereof; (ii) against any action or agreement that would
     impede, interfere with, or prevent the Offer or the Merger; and
     (iii) except as otherwise agreed to in writing in advance by CIGNA,
     against the following actions (other than the Offer, the Merger and
     the transactions contemplated by the Merger Agreement and the
     Shareholder Agreement):  (I) any extraordinary corporate
     transaction, such as a merger, consolidation or other business
     combination involving the Company or any of its subsidiaries
     (including any transaction contemplated by an Acquisition Proposal);
     (II) any sale, lease or transfer of a material amount of the assets
     or business of the Company or its subsidiaries, or any
     reorganization, restructuring, recapitalization, special dividend,
     dissolution, liquidation or winding up of the Company or its
     subsidiaries; and (III) any change in the present capitalization of
     the Company including any proposal to sell any material equity
     interest in the Company or any amendment of the Articles of
     Incorporation of the Company.  Such irrevocable proxy shall
     terminate on the termination of the Shareholder Agreement.

               During the term of the Shareholder Agreement, the
     Shareholder has agreed that he will not transfer to any person any
     or all Owned Shares (except to CHC Acquisition pursuant to the
     Offer), or, except for the proxy granted to CHC Acquisition, grant
     any proxies or powers of attorney, deposit any of his Shares into a
     voting trust or enter into a voting agreement, understanding or
     arrangement with respect to such Shares, except that the Shareholder
     has the right to make certain limited transfers, including to family
     members and for estate planning purposes.

               The Shareholder Agreement, and all rights and obligations
     of the parties thereunder, terminates upon the earlier of (a) the
     date upon which CIGNA shall have purchased and paid for all of the
     Owned Shares of the Shareholder in accordance with the Offer and (b)
     the date on which the Merger Agreement is terminated. 

               Separately, Dr. Payson has also entered into a Consulting
     Agreement (the "Consulting Agreement") with CIGNA providing, among
     other things, for Dr. Payson to serve as a consultant to CIGNA for a
     period of nine months following the consummation of the Offer.  The
     Consulting Agreement is filed as Exhibit 99.4 herewith and is
     incorporated herein by reference.  The description of the Consulting
     Agreement set forth herein does not purport to be complete and is
     qualified in its entirety by the provisions of the Consulting
     Agreement.

     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS

               (c)  EXHIBITS.

               99.1      Agreement and Plan of Merger, dated as of
                         February 27, 1997, by and among Healthsource,
                         Inc., CIGNA Corporation and CHC Acquisition
                         Corp.

               99.2      Press Release of Healthsource, Inc. issued
                         February 28, 1997.

               99.3      Tender Agreement and Irrevocable Proxy, dated as
                         of February 27, 1997, by and among CIGNA
                         Corporation, CHC Acquisition Corp. and Norman C.
                         Payson, M.D.

               99.4      Consulting Agreement, dated as of February 27,
                         1997, by and between CIGNA Corporation and
                         Norman C. Payson, M.D.

                                   SIGNATURE

               Pursuant to the requirements of the Securities Exchange
     Act of 1934, the registrant has duly caused this report to be signed
     on its behalf by the undersigned hereunto duly authorized.

     Date:  March 4, 1997
                                        HEALTHSOURCE, INC.

                                        By:  /s/ Norman C. Payson, M.D.
                                             --------------------------
                                             Norman C. Payson, M.D.
                                             President and Chief
                                               Executive Officer

                                 Exhibit Index

     Exhibit
     -------
     99.1                Agreement and Plan of Merger, dated as of
                         February 27, 1997, by and among Healthsource,
                         Inc., CIGNA Corporation and CHC Acquisition
                         Corp.

     99.2                Press Release of Healthsource, Inc. issued
                         February 28, 1997.

     99.3                Tender Agreement and Irrevocable Proxy, dated as
                         of February 27, 1997, by and among CIGNA
                         Corporation, CHC Acquisition Corp. and Norman C.
                         Payson, M.D.

     99.4                Consulting Agreement, dated as of February 27,
                         1997, by and between CIGNA Corporation and
                         Norman C. Payson, M.D.