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                                                                   EXHIBIT 10.39

                            UNITED DENTAL CARE, INC.

                             STOCK OPTION AGREEMENT


         THIS STOCK OPTION AGREEMENT ("Agreement") made as of November 1, 1997
between United Dental Care, Inc. (the "Company"), a Delaware corporation, and
John W. McCarty ("Optionee"), an employee of the Company.

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company has authorized a stock option plan under its 1995 Stock Option Plan
(the "Plan") to the Optionee in the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:

         1.    Grant of Option.  The Company hereby grants to the Optionee a
stock option (the "Option") to purchase, subject to and upon the terms and
conditions hereinafter set forth, 75,000 shares of the Common Stock, $.10 par
value, of the Company.  The date of this Agreement is the date of the grant of
this Option.

         2.    Purchase Price.  Subject to Section 10 hereof, the purchase
price of the Common Stock subject to the Option shall be $13.625 per share (the
"Option Price").

         3.    Time to Exercise.  This Option shall be exercisable in
installments as follows:

         (a)   From and after November 1, 1999  -  shares  15,000 shares
         (b)   From and after November 1, 2000  -  shares  15,000 shares
         (c)   From and after November 1, 2001  -   shares 15,000 shares
         (d)   From and after November 1, 2002  -  shares  15,000 shares
         (e)   From and after November 1, 2003  -  shares  15,000 shares

         To the extent not exercised, installments shall accumulate and be
exercisable, in whole or in part, in any subsequent period.  Anything in this
Agreement to the contrary notwithstanding, this Option shall terminate and no
part of the Option may be exercised after 5:00 p.m. on November 1, 2007.

         4.    Subject to Plan.  This Option and the exercise hereof is subject
to the terms and conditions of the Plan, now or hereinafter in effect, which is
incorporated herein by reference and made a part hereof, but the terms of the
Plan shall not be considered an enlargement of any benefits under this
Agreement.
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                                                                   EXHIBIT 10.39


         5.    Term.

         (a)   If the Optionee voluntarily terminates his employment with the
               Company or any of its subsidiaries at any time without the
               consent of the Company (of which the Committee shall be the sole
               judge), or if the Optionee shall have his employment
               involuntarily terminated by the Company or its subsidiaries for
               any reason involving a breach of faith or loyalty to such
               Company, this option shall terminate immediately as to any
               unexercised portion on the effective date of termination.

         (b)   If (1) the Optionee voluntarily terminates his employment with
               the Company and its subsidiaries with the consent of the Company
               (of which the Committee shall be the sole judge), (2) the
               Optionee shall have his employment involuntarily terminated by
               the Company and its subsidiaries for any reason, including
               disability, not involving a breach of faith or loyalty to such
               Company, or (3) the Optionee retires from the Company and its
               subsidiaries, then the Optionee shall have the right for 30 days
               after termination to exercise this option for the number of
               shares, or any portion thereof, then exercisable pursuant to
               Section 3 above.

         (c)   In the event of the death of the Optionee during any period in
               which he was entitled to exercise this option, this option may
               be exercised to the extent that the Optionee was entitled to
               exercise this Option on the date of his death, in whole or in
               part, at any time within twelve (12) months from the date of
               death of the Optionee or within the unexpired term of this
               option, whichever is shorter, by the person to whom the
               Employee's rights under this option shall pass by the Employee's
               will or by the laws of descent and distribution, whichever is
               applicable.  During the lifetime of the Optionee, the option may
               be exercised only by the Optionee.

         6.    Restrictions on Exercise.  The Option may not be exercised and
no certificates representing shares subject to such Option shall be delivered
if any requisite approval or consent of any governmental authority of any kind
having jurisdiction over the exercise of Options shall not have been secured.
The Option may only be exercised with respect to full shares and not for any
fractional shares.

         7.    Manner of Exercise.  Subject to such administrative regulations
as the Committee administering the Plan may from time to time adopt, the
Optionee shall exercise the option by giving written notice to the Company of
the number of shares being purchased and the Option Price to be paid therefor
accompanied by the following:
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                                                                   EXHIBIT 10.39

         (a)   full payment in cash of the Option Price; provided, however that
               in lieu of cash an Optionee may, upon approval by the Committee
               exercise his Option by tendering to the Company shares of the
               Common Stock of the Company owned by him having a fair market
               value equal to the cash Option Price, or, by a combination of
               both cash and stock;

         (b)   an undertaking to furnish or execute such documents as the
               Company in its discretion shall deem necessary (1) to evidence
               the exercise, in whole or in part, of the Option evidenced by
               this Agreement, (2) to determine whether registration is then
               required under the Securities Act of 1933, as then in effect,
               under (3) to comply with or satisfy the requirements of the
               Securities Act of 1933, or any other law, as then in effect and
               (4) to notify the Company in writing of any disposition made of
               any shares issued pursuant to the exercise of the Option
               evidenced by this Agreement within a period of thirty (30) days
               after the day of the transfer of any such shares by the
               Optionee.

         8.    Non-Assignability.  This Option is not assignable or
transferable by Optionee except by will or by the laws of descent and
distribution.

         9.    Rights as Shareholder.  The Optionee shall have no rights as a
shareholder with respect to any shares covered by the Option evidenced by this
Agreement until the issuance of one or more certificates to him for such shares
upon due exercise of the Option.  Except as provided in Section 10, no
adjustment shall be made for dividends or other rights for which the record
date is prior to the issuance of certificates.

         10.   Capital Adjustments.  The number of shares of Common Stock
covered by the unexercised portion of the Option evidenced by this Agreement,
and in the Option Price thereof, shall be subject to such adjustment as
appropriate or necessary to reflect any stock dividend, stock split, reverse
stock split, share combination, exchange of shares, recapitalization,
reclassification, merger, consolidation, separation, reorganization,
liquidation or the like of or by the Company, so that the rights of the holder
hereof shall remain proportionate to the rights held hereunder immediately
prior to such event.

         11.   Acceleration Upon Change In Control.  In the event of a Change
In Control (as defined below) of the Company, then the holder of the options
evidenced by this Agreement shall have the right, immediately prior to the
consummation of such transaction constituting the Change In Control, to
exercise such options, to the extent not theretofore exercised, without regard
to any of the requirements as to the time periods and installments of
exercisability set forth in this Agreement if (and only if) such options have
not expired or otherwise been terminated prior to such vesting and the date of
such transaction.  Notwithstanding the foregoing, such acceleration of
exercisability shall not apply if a majority of the board of directors of the
acquiring or surviving corporation (or a parent corporation thereof)
immediately after such Change in Control transaction consists of individuals
who constitute a majority of the board of directors of the Company immediately
prior to such transaction and such surviving or acquiring corporation agrees to
assume such options in connection with such transaction.
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                                                                   EXHIBIT 10.39

         For the purposes of this section, a "Change In Control" shall
constitute (a) a sale of all or substantially all of the assets of the Company,
(b) a merger or consolidation involving the Company in which the shareholders
of the surviving corporation (or the parent corporation of the surviving
corporation) and their proportionate interests in the surviving corporation (or
such parent corporation) after such merger or consolidation are not
substantially identical to the shareholders of the Company and their
proportionate interests in the Company immediately prior to such merger or
consolidation, or (c) a transaction in which any person or entity acquires from
the shareholders of the Company securities of the Company representing more
than fifty percent (50%) of the total combined voting power of all classes of
outstanding capital stock of the Company.

         In addition to the foregoing, in the event a Change In Control
transaction occurs and the options evidenced by this Agreement become subject
to such acceleration of exercisability but the holder of such options elects
not to exercise such options, all such options shall terminate upon
consummation of such Change In Control transaction.

         12.   Investment Purpose.  This Option is granted on the condition
that the purchases of Common Stock thereunder shall be for investment purposes,
and not with a view to resale or distribution except that in the event the
Common Stock subject to such Option is registered under the Securities Act of
1933, as amended, or in the event a resale of such stock without such
registration would otherwise be permissible such condition shall be inoperative
if in the opinion of counsel for the Company such condition is not required
under the Securities Act of 1933 or  regulation, or rule of any governmental
agency.

         13.   Law Governing.  This Agreement is intended to be performed in
the State of Texas and shall be construed and enforced in accordance with and
governed by the laws of the State of Texas.

         14.   Binding Effect.  This Agreement shall insure to the benefit of
and be binding upon the parties hereto and their personal representatives,
successors, heirs, and assigns.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by its duly authorized officers and the Optionee has duly signed this Agreement
on the day and year first above written.


                                        John W. McCarty
                                        ----------------------------
                                        OPTIONEE

                                        UNITED DENTAL CARE, INC.


                                        William H. Wilcox
                                        ----------------------------
                                        William H. Wilcox
                                        Chief Executive Officer