As filed with the Securities and Exchange Commission on August 8,
1997
                                      Registration No. 333-      

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933


                  RIGHTCHOICE MANAGED CARE, INC.
      (Exact name of registrant as specified in its charter)

                 Missouri                    43-1674052     
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

       1831 Chestnut Street, St. Louis, Missouri 63103-2275
    (Address of Principal Executive Offices)       (Zip Code)

                  RIGHTCHOICE MANAGED CARE, INC.
                    1994 EQUITY INCENTIVE PLAN
                     (Full title of the plan)

Janice C. Forsyth, 1831 Chestnut Street, St. Louis, Missouri
63103-2275
             (Name and address of agent for service)

                          (314) 923-4444
  (Telephone number, including area code, of agent for service)

           Please send copies of all correspondence to:

                   STINSON, MAG & FIZZELL, P.C.
                        1201 Walnut Street
                   Kansas City, Missouri 64106
                    Attention:  James W. Allen
                          (816) 842-8600

                 CALCULATION OF REGISTRATION FEE

                           Proposed     Proposed   
Title of                   maximum maximum   
securities     Amount      offering     aggregate  Amount of
to be          to be       price per    offering   registration
registered     registered  share (1)    price (1)  fee

Class A        
Common         
Stock $0.01    1,000,000
par value      shares /2/  $11.2813     $11,281,300  $3,418.58

/1/  Estimated solely for purposes of calculating registration
     fee, based on the average of the high and low prices on
     August 6, 1997, pursuant to Rule 457(h) under the Securities
     Act of 1933.

/2/  The provisions of Rule 416 shall apply to this Registration
     Statement and the number of shares registered on this
     Registration Statement automatically shall increase or
     decrease as a result of stock splits, stock dividends, or
     similar transactions.


<PAGE>


                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     RightCHOICE Managed Care, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the
following documents:  (i) the Registrant's annual report on Form
10-K for the year ended December 31, 1996; (ii) the Registrant's
quarterly report on Form 10-Q for the quarter ended March 31,
1997; and (iii) the description of the Class A Common Stock, $.01
par value, of the Registrant contained in the Registrant's
Registration Statement on Form 8-A (No. 1-13248).  All documents
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities offered hereby then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents, except that any information included in
any such document in response to Item 402(i), (k) or (l) of
Regulation S-K shall not be deemed to constitute a part of this
Registration Statement.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of the Registrant's Class A
Common Stock registered pursuant to this Registration Statement
and certain other matters has been passed upon by Janice C.
Forsyth, Senior Vice President, General Counsel and Corporate
Secretary for the Registrant.  Ms. Forsyth owns 2,400 shares of
the Registrant's Class A Common Stock, and has been granted stock
options exercisable with respect to an additional 34,174 shares
of the Registrant's Class A Common Stock.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 351.355 of The General and Business Corporation Law
of Missouri provides for indemnification by a corporation of its
officers and directors and certain other persons as follows:

          1.   A corporation created under the laws of this state
     may indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or
     completed action, suit, or proceeding, whether civil,
     criminal, administrative or <PAGE> investigative, other than an
     action by or in the right of the corporation, by reason of
     the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses, including
     attorneys' fees, judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in
     connection with such action, suit, or proceeding if he acted
     in good faith and in a manner he reasonably believed to be
     in or not opposed to the best interests of the corporation,
     and, with respect to any criminal action or proceeding, had
     no reasonable cause to believe his conduct was unlawful. 
     The termination of any action, suit, or proceeding by
     judgment, order, settlement, conviction, or upon a plea of
     nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good
     faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation,
     and, with respect to any criminal action or proceeding, had
     reasonable cause to believe that his conduct was unlawful.

          2.   The corporation may indemnify any person who was
     or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the corporation to procure a judgment in its favor
     by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving
     at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise against expenses,
     including attorneys' fees, and amounts paid in settlement
     actually and reasonably incurred by him in connection with
     the defense or settlement of the action or suit if he acted
     in good faith and in a manner he reasonably believed to be
     in or not opposed to the best interests of the corporation;
     except that no indemnification shall be made in respect of
     any claim, issue or matter as to which such person shall
     have been adjudged to be liable for negligence or misconduct
     in the performance of his duty to the corporation unless and
     only to the extent that the court in which the action or
     suit was brought determines upon application that, despite
     the adjudication of liability and in view of all the
     circumstances of the case, the person is fairly and
     reasonably entitled to indemnity for such expenses which the
     court shall deem proper.

          3.   To the extent that a director, officer, employee
     or agent of the corporation has been successful on the
     merits or otherwise in defense of any action, suit or
     proceeding referred to in subsections 1 and 2 of this
     section, or in defense of any claim, issue or matter
     therein, he shall be indemnified against expenses, including
     attorney's fees, actually and reasonably incurred by him in
     connection with the action, suit, or proceeding.

          4.   Any indemnification under subsections 1 and 2 of
     this section, unless ordered by a court, shall be made by
     the corporation only as authorized in the specific case upon
     a determination that indemnification of the director,
     officer, employee or agent is proper in the circumstances
     because he has met the applicable standard of conduct set
     forth in this section.  The determination shall be made by
     the board of directors by a majority vote of a quorum
     consisting of directors who were not parties to the action,
     suit, or proceeding, or if such a quorum is not obtainable,
     or even if obtainable a quorum of <PAGE> disinterested directors so
     directs, by independent legal counsel in a written opinion,
     or by the shareholders.

          5.   Expenses incurred in defending a civil or criminal
     action, suit or proceeding may be paid by the corporation in
     advance of the final disposition of the action, suit, or
     proceeding as authorized by the board of directors in the
     specific case upon receipt of an undertaking by or on behalf
     of the director, officer, employee or agent to repay such
     amount unless it shall ultimately be determined that he is
     entitled to be indemnified by the corporation as authorized
     in this section.

          6.   The indemnification provided by this section shall
     not be deemed exclusive of any other rights to which those
     seeking indemnification may be entitled under the articles
     of incorporation or bylaws or any agreement, vote of
     shareholders or disinterested directors or otherwise, both
     as to action in his official capacity and as to action in
     another capacity while holding such office, and shall
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of
     the heirs, executors and administrators of such a person.

          7.   A corporation created under the laws of this state
     shall have the power to give any further indemnity, in
     addition to the indemnity authorized or contemplated under
     other subsections of this section, including subsection 6,
     to any person who is or was a director, officer, employee or
     agent, or to any person who is or was serving at the request
     of the corporation as a director, officer, employee or agent
     of another corporation, partnership, joint venture, trust or
     other enterprise, provided such further indemnity is either
     (i) authorized, directed, or provided for in the articles of
     incorporation of the corporation or any duly adopted
     amendment thereof or (ii) is authorized, directed, or
     provided for in any bylaw or agreement of the corporation
     which has been adopted by a vote of the shareholders of the
     corporation, and provided  further that no such indemnity
     shall indemnify any person from or on account of such
     person's conduct which was finally adjudged to have been
     knowingly fraudulent, deliberately dishonest or willful
     misconduct.  Nothing in this subsection shall be deemed to
     limit the power of the corporation under subsection 6 of
     this section to enact bylaws or to enter into agreements
     without shareholder adoption of the same.

          8.   The corporation may purchase and maintain
     insurance on behalf of any person who is or was a director,
     officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director,
     officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise
     against any liability asserted against him and incurred by
     him in any such capacity, or arising out of his status as
     such, whether or not the corporation would have the power to
     indemnify him against such liability under the provisions of
     this section.

          9.   Any provision of this chapter to the contrary
     notwithstanding the provisions of this section shall apply
     to all existing and new domestic corporations, including but
     not limited to banks, trust companies, insurance companies,
     building and <PAGE> loan associations, savings bank and safe
     deposit companies, mortgage loan companies, corporations
     formed for benevolent, religious, scientific or educational
     purposes and nonprofit corporations.

          10.  For the purpose of this section, references to
     "the corporation" include all constituent corporations
     absorbed in a consolidation or merger as well as the
     resulting or surviving corporation so that any person who is
     or was a director, officer, employee or agent of such a
     constituent corporation or is or was serving at the request
     of such constituent corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise shall stand in the same
     position under the provisions of this section with respect
     to the resulting or surviving corporation as he would if he
     had served the resulting or surviving corporation in the
     same capacity.

          11.  For purposes of this section, the term "other
     enterprise" shall include employee benefit plans; the term
     "fines" shall include any excise taxes assessed on a person
     with respect to an employee benefit plan; and the term
     "serving at the request of the corporation" shall include
     any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services
     by, such director, officer, employee, or agent with respect
     to an employee benefit plan, its participants, or
     beneficiaries; and a person who acted in good faith and in a
     manner he reasonably believed to be in the interest of the
     participants and beneficiaries of an employee benefit plan
     shall be deemed to have acted in a manner "not opposed to
     the best interests of the corporation" as referred to in
     this section.

     Article IX of the Registrant's Articles of Incorporation
contains a provision permitting the Registrant to indemnify
directors, officers, trustees, employees, agents or persons in
any comparable office or position to the fullest extent permitted
by Missouri law.  In the event that the laws (including statutes,
case law or principles of equity) of the state of Missouri are
amended or changed to permit broader rights of indemnification,
then the Registrant automatically shall be deemed authorized to
indemnify such persons to the fullest extent permitted by such
law, as so changed, without the need for any further action by
the Registrant's directors or shareholders.

     Bylaw 5.1 of the Registrant's Bylaws requires the Registrant
to indemnify any person against all liabilities and expenses
actually and reasonably incurred by such person in connection
with any action, suit or proceeding by reason of the fact that
such person is or was serving as a director or officer of the
Registrant or, at the Registrant's request, as a director,
officer, trustee or in any other comparable position of another
enterprise; provided that such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed
to the Registrant's best interests and, with respect to any
criminal action or proceeding, that such person had no reasonable
cause to believe such person's conduct was unlawful; and
provided, further, that the Registrant shall not be required to
indemnify or advance expenses to any such person in connection
with an action, suit or proceeding initiated by such person
unless the initiation of such action, suit or proceeding was
authorized in advance by the Registrant's Board of Directors. 
The Bylaws further provide that such persons are entitled to
indemnity in any <PAGE> action initiated by or in the right of the
Registrant for amounts paid in settlement (provided that the
settlement and all amounts paid in connection therewith are
approved in advance by the Registrant, which approval shall not
be unreasonably withheld) and expenses actually and reasonably
incurred in connection therewith by him if the standards of
conduct specified above are satisfied; provided that the
Registrant shall not indemnify any person for any liabilities or
expenses incurred by such person in connection with an action,
suit or proceeding by or in the right of the Registrant in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the
Registrant, unless and only to the extent that the court in which
the action, suit or proceeding is brought determines that the
person is entitled to indemnity for such expenses.  

     Bylaw 5.7 of the Registrant's Bylaws permits the Board of
Directors to authorize the Registrant to purchase and maintain
insurance against any liability asserted against any person
against any liability incurred by such person by reason of the
fact that such person is or was serving as a director or officer
of the Registrant or, at the Registrant's request, as a director,
officer, trustee or in any other comparable position of another
enterprise, whether or not the Registrant would have the power or
obligation to indemnify such person under the provisions
described above.  Said Bylaw 5.7 further provides that the
Registrant shall not be obligated to indemnify any person for any
amounts which have been paid directly to such person by any
insurance maintained by the Registrant; and any indemnification
provided pursuant to said Bylaw 5.7 shall not be used as a source
of contribution to, or as a substitute for, or as a basis for
recoupment of any payments pursuant to, any indemnification
obligation or insurance coverage which is available from another
enterprise, and payments shall be required to be made thereunder,
only to the extent that the amounts in question have not been
fully paid by any indemnification obligation or insurance
coverage which is available from another enterprise.  

     The indemnification authorized and provided for by the
Registrant's Articles of Incorporation and Bylaws is not
exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, agreement,
vote of shareholders or disinterested directors, policy of
insurance or otherwise, both as to action in their official
capacities and as to action in other capacities while holding
their respective offices.  

     The Registrant has obtained directors' and officers'
liability insurance (the "Insurance Policies") which (subject to
certain limits and deductibles) (i) insures officers and
directors of the Registrant against loss arising from certain
claims made against them by reason of their being directors or
officers, and (ii) insures the Registrant against loss which it
may be required or permitted to pay as indemnification due its
directors or officers for certain claims.  Such insurance
provides coverage for certain matters as to which the Registrant
may not be permitted by law to provide indemnification.

     The Registrant has entered into indemnification agreements
(the "Agreements") with the directors and officers (the
"Indemnitees") of the Registrant.  The Agreements provide that
the Registrant will either maintain the Insurance Policies or
self-insure against directors' and officers' liabilities to be
insured under said Insurance Policies.  Under the Agreements, the
Registrant provides indemnity against any and all liabilities and
expenses actually and reasonably incurred by <PAGE> Indemnitees in
connection with any threatened, pending or completed action, suit
or proceeding whether civil, criminal, administrative,
investigative or appellate (including an action by or in the
right of the Registrant) to which the Indemnitee is, was or at
any time becomes a party, or is threatened to be made a party, by
reason of the fact that the Indemnitee is, was or at any time
becomes a director or officer of the Registrant, or is or was
serving at the request of or on behalf of the Registrant as a
director, officer, trustee or in any other comparable position of
any other enterprise.  The Registrant will not hold Indemnitees
harmless or provide indemnification pursuant to the Agreements:

          (a)  except to the extent that the aggregate amount of
     losses indemnified thereunder exceeds the amount of such
     losses for which the Indemnitee is indemnified (i) pursuant
     to the Registrant's Articles of Incorporation, Bylaws, vote
     of shareholders or disinterested directors or other
     agreement or (ii) otherwise than pursuant to the Agreements;

          (b)  in respect of remuneration paid to Indemnitees if
     it shall be determined by a final judgment or other final
     adjudication that such remuneration was in violation of law;

          (c)  on account of any suit for an accounting of
     profits made from the purchase or sale by Indemnitees of
     securities of the Registrant pursuant to Section 16(b) of
     the Securities Exchange Act of 1934 and amendments thereto
     or similar provisions of any federal, state or local law;

          (d)  on account of Indemnitees' conduct which is
     finally adjudged by a court to have been knowingly
     fraudulent, deliberately dishonest or a knowing violation of
     law;

          (e)  if a final adjudication by a court having
     jurisdiction in the matter shall determine that such
     indemnification is not lawful;

          (f)  in connection with an action, suit or proceeding
     initiated by Indemnitees prior to a change in control of the
     Registrant unless (i) the initiation of such action, suit or
     proceeding was authorized by the Registrant's Board of
     Directors, (ii) the Indemnitee is successful in maintaining
     an action in a court of competent jurisdiction against the
     Registrant in determining that the Indemnitee is entitled to
     indemnification under the Agreements following a
     determination made under the terms of the Agreements that
     the Indemnitee is not so entitled or (iii) the Board of
     Directors finds such indemnification appropriate under the
     specific circumstances and such indemnification is otherwise
     consistent with the Agreements; or

          (g)  for any amounts which have been paid directly to
     such person by any insurance maintained by the Registrant;
     and any indemnification provided pursuant to the Agreements
     shall not be used as a source of contribution to, or as a
     substitute for, or as a basis for recoupment of any payments
     pursuant to, any indemnification obligation or insurance
     coverage which is available from another enterprise, and
     payments shall be required to be made hereunder, only to the
     extent that the amounts in question have not <PAGE> been fully paid
     by any indemnification obligation or insurance coverage
     which is available from another enterprise.

     For information regarding the Registrant's undertaking to
submit to adjudication the issue of indemnification for violation
of the securities laws, see "Undertakings," Item 9 hereof.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.  EXHIBITS.

     The Exhibits to this Registration Statement are listed in
the Index to Exhibits on page E-1 of this Registration Statement,
which Index is incorporated herein by reference.

     ITEM 9.  UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to
     this Registration Statement:

               (i)  To include any prospectus required
          by section 10(a)(3) of the Securities Act of
          1933;

               (ii) To reflect in the prospectus any
          facts or events arising after the effective
          date of the Registration Statement (or the
          most recent post-effective amendment thereof)
          which, individually or in the aggregate,
          represent a fundamental change in the
          information set forth in the Registration
          Statement;

               (iii) 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;

          Provided, however, that paragraphs (1)(i) and
     (1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by
     the Registrant pursuant to Section 13 or Section 15(d)
     of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration
     Statement.

          (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment shall be deemed to be a new
     registration statement relating to the securities
     offered therein, and the <PAGE> offering of such securities at
     that time shall be deemed to be the initial bona fide
     offering thereof.

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

     B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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.

     C.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant, the
Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant 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
Registrant 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>



                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
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 St. Louis, State of Missouri, on July 31, 1997.

                              RIGHTCHOICE MANAGED CARE, INC.


                              By/s/ John A. O'Rourke              
                              
                                   John A. O'Rourke
                                   President and
                                   Chief Executive Officer


                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints
John A. O'Rourke, Norman J. Tice and Janice C. Forsyth, and each
of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing necessary or advisable to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or his or her substitute or substitutes, lawfully may 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 by the following
persons in the capacities and on the date indicated.


     Signature and Title                          Date


/s/ John A. O'Rourke                         July 31, 1997
John A. O'Rourke
Chairman, President, Chief Executive Officer 
and Director (Principal Executive Officer)


<PAGE>



/s/ Sandra Van Trease                        July 31, 1997
Sandra Van Trease
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)



                                             July ___, 1997
Frederic C. Brussee
Director



/s/ Norman J. Tice                           July 27, 1997
Norman J. Tice
Vice Chairman and Director



/s/ William H. T. Bush                       July 31, 1997
William H. T. Bush
Director



/s/ Ronald G. Evens, M.D.                    July 28, 1997
Ronald G. Evens, M.D.
Director



/s/ Edward C. Gomes, Jr.                     July 24, 1997
Edward C. Gomes, Jr.
Director



/s/ Earle H. Harbison, Jr.                   July 28, 1997
Earle H. Harbison, Jr.
Director


<PAGE>


/s/ Roger B. Porter, Ph.D.                   July 28, 1997
Roger B. Porter, Ph.D.
Director



/s/ Gloria W. White                          July 28, 1997
Gloria W. White
Director




<PAGE>



                        INDEX TO EXHIBITS


Exhibit No.                   Description                   Page

     4.1       Articles of Incorporation of the Registrant               *
               (filed with the Registrant's Registration
               Statement on Form S-1 (File No. 33-77798) as
               Exhibit 3.1 and incorporated herein by reference).

     4.1.1     Amendment to Articles of Incorporation of the             *
               Registrant filed with Amendment No. 2 to the
               Registrant's Registration Statement on Form S-1
               (File No. 33-77798) as Exhibit 3.1.1 and
               incorporated herein by reference).

     4.2       Amended and Restated Bylaws of the Registrant             *
               (filed with the Registrant's Annual Report on
               Form 10-K for the year ended December 31, 1995 
               as Exhibit 3.2 and incorporated herein by
               reference).

     4.3       Specimen Class A Common Stock                             *
               Certificate (filed with Amendment No. 1 
               to the Registrant's Registration 
               Statement on Form S-1 (File 
               No. 33-77798) as Exhibit 4.1 and 
               incorporated herein by reference).

     4.4       1994 Equity Incentive Plan (filed with                    *
               Amendment No. 3 to the Registrant's 
               Registration Statement on Form S-1 (File 
               No. 33-77798) as Exhibit 10.19 and 
               incorporated herein by reference).

     4.4.1     Amendment to 1994 Equity Incentive Plan                  __

     4.5       Form of Incentive Stock Option Agreement                 __
               between the Registrant and the optionee
     
     4.6       Form of Non-Qualified Stock Option Agreement             __
               between the Registrant and the optionee                     

     5         Opinion of Janice C. Forsyth, Senior Vice               ___
               President, General Counsel and Corporate


<PAGE>


               Secretary for the Registrant, with respect to
               the legality of the Class A Common Stock
               being registered hereby. 

     23.1      Consent of Price Waterhouse LLP, the                    ___
               Registrant's independent public accountants.

     23.2      Consent of Janice C. Forsyth, Senior Vice               ___
               President, General Counsel and Corporate
               Secretary for the Registrant (contained in the
               Opinion filed herewith as Exhibit 5).

     24        Power of Attorney (included on signature                ___
               page hereto).
______________
*  Incorporated herein by reference