Contact: Kevin Aandahl (314) 923-6268
         Deb Wiethop   (314) 923-4767

        Judge Fails to Approve Blue Cross Settlement

ST. LOUIS, MO, November 1, 1999-Blue Cross and Blue Shield
of Missouri, parent company of RightCHOICE Managed Care,
Inc. (NYSE: RIT), today announced that Circuit Court Judge
Thomas Brown III disapproved the March 1999 modified
settlement agreement, ruling that it fails to provide the
full value of Blue Cross for the public. The settlement
agreement is intended to resolve outstanding litigation and
regulatory issues, create Missouri's largest health care
foundation, the Missouri Foundation for Health, and result
in RightCHOICE's reorganization as a fully for-profit Blue
Cross and Blue Shield licensee.

     "It is unfortunate that Judge Brown does not see the
merits of the proposed settlement agreement.  This decision
further delays the benefits the foundation will provide to
underserved and uninsured Missourians," said John A.
O'Rourke, president and chief executive officer of Blue
Cross and Blue Shield of Missouri and chairman, president
and chief executive officer of RightCHOICE. "This ruling is
contrary to the evidence presented and fails to recognize
the value of the agreement between Blue Cross and Blue
Shield of Missouri, the Missouri Attorney General, the
Missouri Department of Insurance and consumer groups
representing over 1 million Missourians."

     The settlement agreement provides the best means of
obtaining the maximum value of the Blue Cross assets,
primarily the RightCHOICE stock. Value will be attained
through the orderly divestiture of RightCHOICE stock over
time by the Missouri Foundation for Health, or through the
sale of all of the RightCHOICE stock in a single transaction
directed by the RightCHOICE board of directors, with the
counsel and approval of the foundation.

     "The case remains on appeal in the Missouri Supreme
Court, and we are considering all of our legal options,"
O'Rourke said.  "We continue to believe that this settlement
agreement is the right thing to do because it is fair,
reasonable and in the public interest."

                              (more)

      The settlement agreement calls for Blue Cross and Blue
Shield of Missouri to reorganize and be merged with
RightCHOICE Managed Care and for the creation of the state's
largest health care foundation.  In addition to the
RightCHOICE stock owned by Blue Cross and Blue Shield of
Missouri, the foundation would receive an additional $12.78
million in cash from Blue Cross.

     The Missouri Supreme Court ordered that Judge Brown
rule on the proposed settlement agreement by November 9.
The judge had stated that the Special Master had not had
adequate time to review all alternatives to the settlement
agreement and ordered that he continue to do so on an
expedited basis.


Safe Harbor Statement

     "Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: Estimates and other
statements set forth herein that are not historical facts
are forward-looking statements that involve risks and
uncertainties. These risks and uncertainties include, but
are not limited to: an adverse ruling on the litigation
including the possibility that court approval of the
modified settlement agreement, referenced above, would not
be obtained, or if obtained, could include terms or
conditions that are not acceptable to the parties; the
possibility that all remaining contingencies and conditions
to the parties' obligations to effect the proposed
settlement transaction would not be met or otherwise
satisfied; governmental and regulatory action or
legislation; pending litigation; actions by the Blue Cross
and Blue Shield Association relating to the license to use
the Blue Cross and Blue Shield names, trademarks and service
marks; and other risks detailed in the company's Securities
and Exchange Commission filings.

     Blue Cross and Blue Shield of Missouri and its for-
profit subsidiary, RightCHOICE Managed Care, Inc., are the
largest providers of health care benefits in Missouri. The
company's web site addresses are www.ritusa.com and
www.abcbs.com.

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