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EXHIBIT 10.8

                            First Amendment to the 
                             Employment Agreement 
                                By and Between
           United Payors & United Providers, Inc., Thomas L. Blair,
               Chairman of the Board and Chief Executive Officer
       of United Payors and United Providers, Inc., and Edward S. Civera
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This First Amendment to the Employment Agreement, dated as of January 29, 1999,
by and between United Payors & United Providers, Inc., a Delaware Corporation
("UP&UP" or the "Company"), Thomas L. Blair, Chairman of the Board ("Chairman")
and Chief Executive Officer ("CEO") of UP&UP ("Blair") and Edward S. Civera 
(the "Employee").

The Employee, the Chairman and Chief Executive Officer, and UP&UP desire to
amend certain provisions of the Agreement dated January 31, 1997. The
amendments to the Agreement are identified by paragraph number in this
Amendment and all other provisions of the Agreement dated January 31, 1997
are in effect.

For and in consideration of the premises hereof and the mutual covenants
contained herein, the parties hereto covenant and agree as follows:


  1.  The Employee will serve as the President and Chief Operating Officer (or
      Chief Executive Officer if applicable) of UP&UP and will report to the
      Chairman of UP&UP.  The Employee will be responsible for all the 
      operations of UP&UP currently owned or subsequently acquired.  These 
      operations consist of Finance, Marketing, Information Technology, Legal,
      Operating Units and Networks.

  2.  The Employee currently serves as a member of the Board of Directors of
      UP&UP and Blair will vote the shares of common stock he controls for the
      election of the Employee to the Board of UP&UP for subsequent terms.

  3.  The Employee is currently the President and Chief Operating Officer of
      UP&UP and if the Employee is promoted to Chief Executive Officer of UP&UP,
      the provisions of this Agreement will reflect the Employee's position as a
      Chief Executive Officer and Chief Operating Officer.

  4.  The term of the Employee's employment under the Agreement (the "Term")
      shall be for a five-year period commencing on April 1, 1999 and extending
      to March 31, 2004.


  5.  The provisions of Paragraph 6 in the original Agreement are still in 
      effect and such Incentive and Bonus Payment will operate in the same 
      manner as provided in Paragraph 5 with respect to Salary.


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8.    Paragraph 8 of the Agreement is amended to give the Employee the option of
      having certain amounts of the Advance Benefit Payment contributed to a 
      Rabbi Trust.  The Employee will direct the investment of the Advance 
      Benefit Payment included in the Rabbi Trust.  Advance Benefit Payments 
      made to the Employee may be accelerated to December 31 of each year in 
      order to coincide with UP&UP's tax treatment for federal income tax 
      purposes.  The Employee will earn interest at the rate of 6% per annum 
      for Advance Benefit Payments not made to the Employee.  The amount of the
      Advance Benefit Payments that the Employee will forfeit if he voluntarily
      leaves the employment of UP&UP is based upon the following revised
      vesting schedule:



                                 4/1/97    80%
                                 4/1/98    60%
                                 4/1/99    40%
                                 4/1/00    20%
                                 4/1/01     0%



      All other provisions of Paragraph 8 in the original Agreement are in 
      effect, including the monthly Pro-Rated concept with the aforementioned 
      revised vesting schedule.


10.   The exercise prices referred to in Paragraph 10 of the original Agreement
      are sub-paragraph (a) $4.00; sub-paragraph (b) $8.00; and sub-paragraph 
      (c) $12.00 reflecting a 3 for 2 stock split of the UP&UP common stock.


12.   The Options to purchase 750,000 shares (reflecting a 3 for 2 stock split
      of the UP&UP common stock), at the exercise prices described in sub-
      paragraph (b ) and (c) of Paragraph 10 of the original Agreement (the 
      Option Plan Shares) are vested as of December 31, 1997.  The options to 
      purchase 375,000 shares (reflecting a 3 for 2 stock split of the UP&UP 
      common stock), at the exercise price described in sub-paragraph (a) of 
      Paragraph 10 of the original Agreement (the Option Plan Shares) will 
      vest ratably over an 8 year period at 12.5% per year with each 12.5% 
      vesting on the first day of each quarterly period commencing April 1, 
      1997.  All other provisions of Paragraph 12 in the original Agreement 
      are in effect.


21.   Paragraph 21 in the original Agreement is eliminated.


NEW PARAGRAPH REFERENCE

28.   In the event of the death of the Employee, the Employee's beneficiaries 
      will enjoy the benefits of the Agreement, including the ability to 
      exercise the Option Plan Shares.


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NEW PARAGRAPH REFERENCE

29.   For purposes of defining a "change in control of the Company", the 
      Employee recognizes that the consummation of a transaction involving the 
      transfer of 4,500,000 shares of UP&UP common stock into a Delaware 
      Divestment Trust resulting in the beneficial ownership of such shares by 
      Thomas L. Blair will not result in a "change in control of the Company".
      Further, the Employee recognizes that the Capital Z transaction with 
      selling shareholders including the purchase of 1,750,000 shares of UP&UP
      common stock and the option to purchase 2,250,000 shares of UP&UP common
      stock does not constitute a "change in control of the Company".  The 
      provisions of Paragraph 20 in the original Agreement are not modified in 
      any way by this waiver.  Specifically, future transactions involving 
      Capital Z's common stock ownership position in UP&UP or sales of UP&UP 
      common stock from the Independent Divestment Trust will be subject to 
      the provisions of Paragraph 20 of the original Agreement.



 IN WITNESS WHEREOF, and intending to be legally bound, the parties have caused
 this Agreement to be duly executed as of the day and year first above written.


          /s/ Edward S. Civera                    /s/ Thomas L. Blair
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            Edward S. Civera                        Thomas L. Blair
      President and COO of UP&UP           Chairman and CEO of UP&UP and as an
                                             Individual Stockholder of UP&UP