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

                              FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended March 31, 1997

                                 OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ________ to ________

                   Commission File Number 1-13248

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

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

1831 Chestnut Street, St. Louis, Missouri        63103-2275
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code(314) 923-4444


                       Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)

     Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes   X   No

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date:

   Title of each class               Outstanding at March 31, 1997

 Class A Common Stock, $0.01 par value      3,709,000 shares
 Class B Common Stock, $0.01 par value     14,962,500 shares

                   RIGHTCHOICE MANAGED CARE, INC.
                    First Quarter 1997 Form 10-Q
                          Table of Contents



PART  I.      FINANCIAL INFORMATION                               PAGE

     ITEM 1.  Financial Statements

           Consolidated Balance Sheets as of March 31, 1997
           and December 31, 1996                                    3

           Consolidated Statements of Income for the Three Months
           Ended March 31, 1997 and 1996                            4

           Consolidated Statements of Cash Flows for the Three
           Months Ended March 31, 1997 and 1996                     5

           Notes to Consolidated Financial Statements               6

     ITEM 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                  12


PART II.      OTHER INFORMATION

     ITEM 1.  Legal Proceedings                                    22

     ITEM 2.  Changes in Securities                                22

     ITEM 3.  Defaults Upon Senior Securities                      22

     ITEM 4.  Submission of Matters to a Vote of Security Holders  22

     ITEM 5.  Other Information                                    22

     ITEM 6.  Exhibits and Reports on Form 8-K                     22

SIGNATURES                                                         24






PART I.FINANCIAL INFORMATION
ITEM 1.Financial Statements

                   RIGHTCHOICE MANAGED CARE, INC.
                     CONSOLIDATED BALANCE SHEETS
          (in thousands, except shares and per share data)


                                       March 31,    December 31,
               ASSETS                    1997           1996
                                     (unaudited)
Current assets:
  Cash and cash equivalents           $  22,953      $  33,418
  Investments available for sale        248,410        262,216
  Receivables from members               57,287         54,767
  Receivables from related parties       15,753         17,073
  Deferred income taxes                   4,622            591
  Other assets                           19,461         13,193
     Total current assets               368,486        381,258
Property and equipment, net              51,940         51,248
Deferred income taxes                     7,330          6,247
Investments in affiliates                 9,480          9,370
Goodwill and intangible assets, net      83,031         84,021
    Total assets                       $520,267       $532,144

   LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Medical claims payable              $ 117,943      $ 111,833
  Unearned premiums                      50,091         52,699
  Accounts payable and accrued
    expenses                             66,385         68,844
  Payables to related parties            13,568         17,149
  Obligations for employee benefits       3,915          3,864
  Income taxes payable                   20,335         12,801
  Obligations under capital leases        5,082          5,224
     Total current liabilities          277,319        272,414
Long-term debt                           47,000         62,000
Obligations under capital leases          3,215          3,532
Obligations for employee benefits        21,524         21,244
     Total liabilities                  349,058        359,190

Shareholders' Equity:
  Common Stock:
        Class A, $.01 par,
        125,000,000 shares authorized,
        3,737,500 shares issued,
        3,709,000 and 3,714,400
        shares outstanding,
        respectively                         37             37
        Class B, $.01 par, 100,000,000
        shares authorized,
        14,962,500 shares issued and
        outstanding                         150            150
  Additional paid in capital            132,640        132,640
  Retained earnings                      36,881         30,687
  Treasury stock, 28,500 and 23,100
  Class A shares, respectively, at cost    (404)          (326)
  Unrealized net appreciation of
    investments available for sale        1,905          9,766
     Total shareholders' equity         171,209        172,954
     Total liabilities and
       shareholders' equity            $520,267       $532,144

    See accompanying Notes to Consolidated Financial Statements.


                   RIGHTCHOICE MANAGED CARE, INC.
            CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
          (in thousands, except shares and per share data)



                                          Three Months Ended
                                              March 31,
                                         1997            1996
 Revenues:
 Premium                               $160,157        $143,547
 Fees and other income                   16,157          14,421
       Total revenues                   176,314         157,968

 Operating expenses:
 Health care services                   129,156         106,887
 Commissions                              7,283           6,306
 General and administrative
     (excludes net intercompany charges
     allocated to Blue Cross and Blue
     Shield of Missouri of $2,133
     and $3,514, respectively)           39,967          34,400
 Non-recurring charges                    2,062              --
       Total operating expenses         178,468         147,593
 Operating (loss) income                 (2,154)         10,375

 Investment income:
      Interest and dividends              3,329           3,451
      Realized gains, net                10,181           1,068
       Total investment income, net      13,510           4,519

 Other:
      Interest expense                   (1,266)         (1,329)
      Other income (expense), net            13             (64)
           Total other, net              (1,253)         (1,393)

 Income before provision for
     income taxes                        10,103          13,501
 Provision for income taxes               3,909           5,276
 Net income                          $    6,194       $   8,225


 Weighted average common shares
 outstanding                         18,676,000      18,681,000

 Earnings per share                  $      .33    $        .44



     See accompanying Notes to Consolidated Financial Statements.


                    RIGHTCHOICE MANAGED CARE, INC.
           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                            (in thousands)

                                              For the three
                                              months ended,
                                                March 31,

                                         1997           1996
Cash flows from operating
activities:
   Net income                         $  6,194        $  8,225
   Adjustments to reconcile net
     income to net cash (used in)
     provided by operating activities:
     (Credit) provision for deferred
     income tax benefits                  (747)          2,183
     Depreciation and amortization       5,018           3,326
     Undistributed (earnings) losses
        of affiliates                     (110)             14
     Gain on sale of investments       (10,181)         (1,068)
     Amortization of premiums and
        accretion of discounts, net         35             120
   (Increase) decrease in certain assets:
     Receivables from members           (2,520)          7,061
     Receivables from related parties    1,320           6,227
     Other assets                       (6,623)         (8,629)
   Increase (decrease) in certain liabilities:
     Medical claims payable              6,110             876
     Unearned premiums                  (2,608)           (897)
     Accounts payable and accrued
       expenses                         (2,459)           (699)
     Payables to related parties        (3,581)         (2,610)
     Obligations for employee benefits     331             969
     Income taxes payable                7,534             628
Net cash (used in) provided by
operating activities                    (2,287)         15,726
Cash flows from investing activities:
   Proceeds from matured investments:
     Fixed maturities                                    3,625
   Proceeds from investments sold:
     Fixed maturities                   33,084         123,493
     Equity securities                  40,734           2,183
   Investments purchased:
     Fixed maturities                  (61,593)       (122,700)
     Equity securities                    (230)         (4,001)
     Other                                (271)           (256)
   Investment in Healthcare Interchange                 (3,055)
   Property and equipment purchased     (3,556)         (6,472)
Net cash provided by (used in)
investing activities                     8,168          (7,183)
Cash flows from financing activities:
       Purchase of Class A Treasury
         stock                            (78)             (10)
       Repayment of borrowings under
       revolving credit facility      (15,000)
       Payments of capital lease
         obligations                   (1,268)          (1,280)
Net cash used in financing
activities                            (16,346)          (1,290)
Net (decrease) increase in cash and
cash equivalents                      (10,465)           7,253
Cash and cash equivalents at
beginning of period                    33,418           21,132
Cash and cash equivalents at end of
period                               $ 22,953       $   28,385
Supplemental Disclosure of Cash Information:
   Interest paid                     $  1,638       $    1,341
   Income taxes paid (refund
     received)                         (2,879)           2,465
Supplemental Schedule of Noncash
Investing and Financing Activities:
   Equipment acquired through
     capital leases                  $    809


     See accompanying Notes to Consolidated Financial Statements.


                    RightCHOICE Managed Care, Inc.
              Notes to Consolidated Financial Statements
                              (unaudited)


1. Financial Statement Presentation

The interim consolidated financial statements included herein
have been prepared by RightCHOICE Managed Care, Inc. (the
company) without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission (the SEC).  Certain
information and footnote disclosures, normally included in the
financial statements prepared in accordance with generally
accepted accounting principles, have been condensed or omitted
pursuant to such SEC rules and regulations; however, the
management of the company believes that the disclosures herein
are adequate to make the information presented not misleading.
In the opinion of management, all adjustments, consisting only
of normal recurring adjustments necessary to present fairly
the consolidated financial position of the company with
respect to the interim consolidated financial statements, and
the consolidated results of its operations and its cash flows
for the interim periods then ended, have been included.  The
results of operations for the interim periods are not
necessarily indicative of the results for the full year.

2.  Contingencies

OPM audit

The company, through its subsidiary, BlueCHOICE, contracts
with the Office of Personnel Management (OPM) to provide or
arrange health services under the Federal Employees Health
Benefits Program (FEHBP) for federal employees. OPM is the
largest commercial customer of BlueCHOICE.  OPM conducts
periodic audits to, among other things, verify that the
premiums established under the OPM contract were established
in compliance with the community rating and other requirements
under the FEHBP.

On August 8, 1995, the company received a draft audit report
from the OPM regarding the audit, conducted in 1994, of the
FEHBP operations of BlueCHOICE for the years 1989 through
1994. The audit dealt primarily with a comparison of premium
rates charged to the FEHBP to rates charged by BlueCHOICE to
other similarly sized groups. The OPM draft audit report
indicates that BlueCHOICE has a potential liability of $7.5
million to the FEHBP. The company responded to the draft
report in November of 1995 following an in-depth analysis of
the issues. At this time, management is unable to determine
the final dollar amount which may be required to resolve the
audit findings; however, management believes that it has made
adequate provisions to cover the contingency, and the final
amount will not have a material impact on the financial
position of the company.

Subscriber class action litigation

On March 15, 1996, a suit was filed in the Circuit Court of
the City of St. Louis, Missouri, by Anthony J. Sarkis, Sr. and
James Hacking individually and on behalf of a purported class
of (i) subscribers in individual or group health plans insured
or administered by Blue Cross and Blue Shield of Missouri (BCBSMo)
or the company, and (ii) all persons and/or entities who benefited
from BCBSMo's tax-exempt status.  The complaint names the company,
BCBSMo, HealthLink, and certain officers of the company as defendants.

The plaintiffs' claims relate to an alleged conversion of
BCBSMo from a not-for-profit entity to a for-profit entity and
payment of excessive compensation to management. The complaint
further alleges that certain amendments to BCBSMo's Articles
of Incorporation were improper. The complaint also alleges the
purchase of HealthLink was at an excessive price and that
HealthLink operates under contracts providing for illegal
discounts by health care providers. The plaintiffs seek
restitution, compensatory damages and punitive damages in
unspecified amounts, as well as injunctive and other equitable
relief.

The company and the other defendants removed the case to the
United States District Court for the Eastern District of
Missouri on May 26, 1996, and filed an answer on May 31, 1996.
On August 8, 1996, the district court granted plaintiff's
motion to remand. The case remains pending in the Circuit
Court for the City of St. Louis, Missouri, and discovery is
under way. BCBSMo and the company believe the claims are
without merit and intend to vigorously defend the action.

Litigation with DOI and Attorney General

In August 1994, BCBSMo transferred certain assets to the
company in connection with an offering to the public of 20% of
the common stock of the company (such events are referred to
collectively as the Reorganization and Public Offering).
Although the Director of the Missouri Department of Insurance
(DOI) formally approved the Reorganization and Public Offering
on April 14, 1994, the Director and DOI subsequently claimed
that the Reorganization and Public Offering violated state
laws and that BCBSMo was obligated to transfer all of its
assets, including all of its RightCHOICE stock, to the State
of Missouri or a charity designated by the State of Missouri.
The Director and DOI threatened to bring legal action, seek a
receivership or terminate BCBSMo's insurance license unless
BCBSMo gave up its assets.

BCBSMo's extensive efforts to settle this dispute were
unsuccessful.  On May 13, 1996, BCBSMo filed a declaratory
judgment action in the Circuit Court of Cole County, Missouri
(the Court) against the Director, DOI and the Missouri
Attorney General (the Attorney General was a necessary party
due to his sole authority to enforce nonprofit corporation
laws).

The Director and DOI filed an answer and counterclaims on June
13, 1996. The answer sets forth several affirmative defenses,
including alleged fraud and negligent misrepresentation with
respect to the application filed by BCBSMo seeking approval of
the Reorganization and Public Offering.  The counterclaims
allege violations of certain health service corporation and
nonprofit corporation statutes. The Director and DOI's
counterclaims sought among other things: (i) permanent
injunctions against BCBSMo;  (ii) imposition of a trust on
BCBSMo's assets for public benefit purposes; (iii) return of
profits from Medigap policies reinsured with a subsidiary; and
(iv) an accounting of all assets transferred by BCBSMo.

The Attorney General filed an answer and counterclaim on June
20, 1996 alleging that the Reorganization and Public Offering,
and the continued operations through the company and its
subsidiaries, exceed BCBSMo's statutory purposes. The Attorney
General requested a declaration that BCBSMo has exceeded its
lawful authority and seeks such relief as the Court determines
to be appropriate under the circumstances based on a statute
which authorizes judicial dissolution or less drastic
alternative relief in the Court's discretion.

On September 9, 1996 (the September 9 Order), the Court
granted BCBSMo's motion for summary judgment against the
Director and DOI, rejected all of the Director and DOI's
affirmative defenses (including allegations of fraud), issued
a permanent injunction against the Director and DOI and
declared that: (i) under Missouri law the Director and DOI
have no authority to demand that BCBSMo make a payment as a
result of the Reorganization and Public Offering; (ii) under
Missouri law the Director and DOI have no jurisdiction to take
any action, the practical effect of which is to amend, modify
or reverse the Director's April 14, 1994 final administrative
approval of the Reorganization and Public Offering; (iii)
under Missouri law the Director and DOI have no jurisdiction
to take any administrative action, including but not limited
to, revoking, suspending or refusing to renew BCBSMo's
Certificate of Authority based in any way on the
Reorganization and Public Offering and the consequences
thereof or BCBSMo's refusal to make a payment as the Director
and DOI have demanded; and (iv) (A) BCBSMo is a mutual benefit
type of nonprofit corporation rather than a public benefit
type of nonprofit corporation; (B) the Reorganization and
Public Offering were authorized under all laws applicable to
nonprofit health services corporations; and (C) BCBSMo does
not owe the State or any person or entity a "toll charge,"
"charitable asset settlement" or any other payment as a result
of the August 1994 Reorganization and Public Offering.  On
December 30, 1996, the Court issued orders modifying the
findings and declarations set forth in (iv) above, on the
grounds that it was legally unnecessary to resolve such issues
since the Court had already ruled against the Director and DOI
for other reasons.

The September 9 Order permanently enjoined the Director and
DOI from, among other things, (i) revoking, suspending or
refusing to renew BCBSMo's insurance license based in any part
upon the Reorganization or Public Offering; (ii) commencing a
valuation of BCBSMo's assets and demanding a payment as a
result of the Reorganization and Public Offering; (iii)
commencing any administrative hearing or making any
administrative determination based in any part upon the
Reorganization and Public Offering; (iv) instituting any
seizure, receivership, conservatorship or similar action or
proceeding against BCBSMo based in any part upon the
Reorganization and Public Offering; and (v) taking any other
action however denominated, against BCBSMo based in any part
upon the Reorganization and Public Offering. This injunctive
relief remains in place, but the Court's December 30 orders
clarify that the injunction does not prohibit the Director and
DOI from asserting that the post-Reorganization operations of
BCBSMo may violate the health services corporation laws (even
though such operations may have been affected by the
Reorganization).

On August 28, 1996, the Director and DOI filed an amended
answer asserting a new counterclaim that the Reorganization
and Public Offering were not reasonably designed to serve any
of BCBSMo's purposes as a health services corporation and
seeking a declaration that BCBSMo has exceeded or abused its
authority conferred upon it by law. Under this counterclaim,
the Director and DOI seek an order to rehabilitate BCBSMo or,
in the alternative, injunctive relief.

On October 18, 1996, the Attorney General filed a motion for
leave to file an amended counterclaim against BCBSMo seeking a
declaration that BCBSMo is a public benefit corporation, not a
mutual benefit corporation, and requesting an order that
BCBSMo amend its Articles of Incorporation accordingly. The
Court granted the Attorney General's motion for leave to file
the amended counterclaim, which remains pending.

On December 30, 1996, the court issued three orders (the
December 30 Orders):  (i) denying BCBSMo's motion for summary
judgment against the Attorney General; (ii) granting the
Attorney General's motion for partial summary judgment against
BCBSMo; (iii) denying BCBSMo's supplemental motion for summary
judgment against the Director and DOI on their amended
counterclaim; (iv) granting the Director and DOI's motion for
summary judgment against BCBSMo on their amended counterclaim;
and (v) modifying, in part, the Court's previous September 9
Order as described above.  The December 30 Orders declared
that (i) BCBSMo has continued to exceed or abuse its
statutorily permissible purposes and the authority conferred
on it by law; and (ii) BCBSMo is subject to judicial
dissolution proceedings, but that prior to ordering
dissolution, the Court is required to consider whether there
are alternatives to dissolution and whether dissolution is in
the public interest or is the best way of protecting the
interests of its members.

The Court also (i) certified the December 30 Orders and the
September 9 Order, as modified, for immediate appeal; (ii)
held in abeyance further proceedings on the Attorney General's
counterclaim pending appeal; and (iii) stayed the legal effect
of the order granting the Director and DOI summary judgment
pending the filing of an appeal bond (which BCBSMo promptly
filed). On January 9, 1997, BCBSMo filed a notice of appeal of
the December 30 Orders. On January 21, 1997, the Director and
DOI filed a notice of appeal of the September 9 Order, as
modified. Both appeals are pending; briefing will continue
through the summer and an appellate hearing is not likely to
be scheduled before August.

Notwithstanding the December 30 Orders, the company still
believes that the counterclaims of the Director, DOI and the
Attorney General are without merit and that BCBSMo's legal
position is strong. If, however, BCBSMo does not prevail on
appeal in overturning the summary judgment in favor of the
Attorney General, it may be subject to dissolution proceedings
if the Court determines that no reasonable alternatives to
dissolution exist.  Likewise, BCBSMo could be unsuccessful on
the appeal of the relief already granted against the Director
and DOI or in its defense of the Attorney General's amended
counterclaim. Any of the foregoing could have a material
adverse effect on the company and the market for the company's
stock. See "Contingencies - Status of Blue Cross and Blue
Shield trademark licenses."

Status of Blue Cross and Blue Shield trademark licenses

BCBSMo has an exclusive trademark license (the Primary
License), and the company, HALIC and BlueCHOICE have exclusive
controlled affiliate licenses (the Affiliate Licenses), with
the national Blue Cross and Blue Shield Association (BCBSA)
giving them the right to use the "Blue Cross" and "Blue
Shield" names, trademarks and service marks in connection with
health insurance products marketed and sold in BCBSMo's
licensed operating area (consisting of 85 counties in eastern
and central Missouri). The trademark licenses require BCBSMo,
the company and its controlled affiliates to pay license fees
to BCBSA for the use of the trademarks. The company believes
that the exclusive right to use the "Blue Cross" and "Blue
Shield" trademarks provides it and its controlled affiliates
with a significant marketing advantage in BCBSMo's licensed
operating area, the loss of which would have a material
adverse effect on the company and the market for the company's
stock.

The Affiliate Licenses are derivative of the Primary License
and automatically terminate if the Primary License is
terminated.  According to their terms, the trademark licenses
also automatically terminate if, among other things: (i)
BCBSMo controls less than 51% of the total voting power of the
company; (ii) BCBSMo, the company or its controlled affiliates
do not maintain certain quality control standards; (iii) DOI
assumes control of BCBSMo, the company or its controlled
affiliates; or (iv) an action is instituted against BCBSMo,
the company or its controlled affiliates seeking dissolution
or liquidation or seeking the appointment of a trustee,
receiver or custodian, which is not dismissed within 60 days
of being instituted. According to their terms, if the
trademark licenses are terminated, BCBSMo, the company and its
controlled affiliates are jointly liable to BCBSA for payment
of a termination fee in an amount equal to $25 times the
number of licensed enrollees of the terminated entity and its
controlled affiliates, and must give written notice of such
termination to their enrollees.

Although the 60-day period contemplated by (iv) in the
immediately preceding paragraph would have expired on August
20, 1996, ongoing discussion with BCBSA did not give any
indication that BCBSMo's pending litigation against the
Attorney General, the Director and DOI described above (the
Litigation) would have any impact on the retention of the
licenses. On or about January 9, 1997, however, BCBSA notified
BCBSMo that the Primary License and the Affiliate Licenses had
automatically terminated because a counterclaim in the
Litigation seeking dissolution of BCBSMo had been pending for
60 days. BCBSMo believes that the Litigation did not trigger
the automatic termination provisions of the licenses and that
such licenses remain in full force and effect, and has
strongly stated this position to BCBSA.  BCBSMo based its
legal position upon, among other things: (i) the fact that the
Attorney General's claim against BCBSMo seeks alternatives to
dissolution, not the dissolution of BCBSMo; (ii) the fact that
the trial court stayed the legal effect of the rulings adverse
to BCBSMo in the Litigation pending their appeal and that
there is no threat of the type contemplated by the licenses
until the appeal is decided; (iii) Missouri franchise laws
that mandate 90 days prior written notice of termination of
the trademark licenses; and (iv) based upon the prior
statements, actions and inaction of BCBSA, equitable
principles of waiver, estoppel and laches prevent termination
of the licenses. BCBSA decided to resolve the issue without
litigation and to give BCBSMo, the company and its controlled
affiliates the uninterrupted right to use the "Blue Cross" and
"Blue Shield" names, trademarks and service marks by granting
them new interim and temporary licenses, (thereby placing them
in substantially the same position as if no termination had
taken place). BCBSMo, the company and its controlled
affiliates agreed to accept the benefits and rights under such
new licenses, while reserving and in no manner waiving their
rights under the Primary License and the Affiliate Licenses.

The interim licenses gave BCBSMo, the company and its
previously licensed controlled affiliates the right to
continue to use the trademarks from the effective date of the
purported automatic termination of the Primary License and the
Affiliate Licenses until the date the temporary licenses were
approved by the board of BCBSA. On January 20, 1997, the board
of BCBSA granted new temporary licenses to BCBSMo, the company
and its previously licensed controlled affiliates to continue
to use the "Blue Cross" and "Blue Shield" names, trademarks
and service marks. The temporary licenses will automatically
terminate upon the expiration or termination of the stay of
the Litigation entered on December 30, 1996. Pursuant to the
temporary licenses, BCBSMo agreed not to bring any action
against BCBSA arising out of the purported automatic
termination or the granting of the interim and temporary
licenses for so long as BCBSMo remains a licensee, whether
temporary or permanent, of BCBSA. BCBSA also agreed that the
provisions of the Primary License and the Affiliate Licenses
requiring payment of the $25 per enrollee termination fee and
notice of termination to each enrollee shall not apply so long
as BCBSMo remains a licensee, whether temporary or permanent,
of BCBSA.

BCBSA agreed to grant to BCBSMo, the company and its
previously licensed controlled affiliates full trademark
licenses if and when (i) the Litigation is resolved in a
manner that is in the best interests of BCBSA, the trademarks
and the other Blue plans, and (ii) BCBSMo, the company and its
previously licensed controlled affiliates are then in
compliance with the terms of such full licenses and with BCBSA
rules and regulations.

As a result of the issuance of the temporary licenses, BCBSMo,
the company, HALIC and BlueCHOICE currently have the right to
continue to use the "Blue Cross" and "Blue Shield" names,
trademarks and service marks pending the appeal of the
Litigation. However, if BCBSMo is not successful in its appeal
of the December 30 Orders issued in the Litigation, the
company may lose the right to use such names, trademarks and
service marks, which would have a material adverse effect on
the company and the market for the company's stock. See
"Contingencies - Litigation with DOI and Attorney General."

Other contingencies

The company and BCBSMo received a market conduct report from
the DOI in April 1996. The company has formally responded to
the report. Certain of the criticisms made by the examiners
involve compliance issues, which the company is currently
addressing. The company believes, and has so alleged in the
action described under "Litigation with DOI and Attorney
General," that the market conduct study was not conducted for
legitimate purposes of regulatory oversight but rather as a
pretext to either revoke or refuse to renew BCBSMo's license
to operate as a health services corporation and thus to
improperly pressure and coerce BCBSMo into making the payment
in the nature and amount described above under "Litigation
with DOI and Attorney General." The company is in the process
of discussing outstanding issues on the market conduct report.
Although the company believes that any forfeitures
legitimately required to be paid should not be material, the
company cannot anticipate the potential actions of the DOI or
their reasonableness.

In addition to the matters described above, the company is a
party to litigation in the normal course of business,
including professional liability.

3.  Transfer of Service Functions

Beginning January 1997, the company began moving its St. Louis-
based claims, customer service, billing and provider services
functions to its Springfield, Missouri facility and a new
facility in Cape Girardeau, Missouri.  Approximately 200 jobs
will be relocated to Cape Girardeau with an additional 100
moving to Springfield.  The transfer program will be conducted
in stages beginning January 1997 and ending mid-1997.  The
move is expected to result in annual salary and benefit cost
savings of approximately $3.0 million, with approximately $1.4
million expected in 1997.  In 1996, beginning in the second
quarter, the company incurred charges to earnings of $4.5
million.  The company expects to incur $3.0 million to $3.5
million in 1997 for costs associated with the relocation.  The
first quarter 1997 charge of $2.1 million for this relocation
is reflected in the non-recurring charges caption on the 1997
Consolidated Statement of Income.

 
ITEM 2.  Management's Discussion and Analysis
      of Financial Condition and Results of Operations

Results of Operations


THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH
THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO.


EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS
REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES.  THE COMPANY'S ACTUAL
RESULTS, FINANCIAL CONDITION OR BUSINESS COULD DIFFER
MATERIALLY FROM ITS HISTORICAL RESULTS, FINANCIAL CONDITION OR
BUSINESS, OR THE RESULTS OF OPERATIONS, FINANCIAL CONDITION OR
BUSINESS CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE
SECTION ENTITLED "FACTORS THAT MAY AFFECT FUTURE RESULTS OF
OPERATIONS, FINANCIAL CONDITION OR BUSINESS."


The following table sets forth premium revenue by product
group for the three month periods ended March 31, 1997 and
1996 (unaudited):


                                          Three Months Ended
                                               March 31,
Product Group                        1997                 1996
                                           (in thousands)
PPO:
  Alliance PPO                   $  51,958          $    60,882
  AllianceChoice POS                27,463               14,518
HMO (includes other POS)            43,331               32,373
Medicare supplement                 24,660               24,997
Managed indemnity                    3,600                4,092
Other specialty services             9,145                6,685
Total premium revenue              160,157              143,547
ASO/Self-funded and other income    16,157               14,421
Total revenues                    $176,314             $157,968

The following table sets forth selected operating ratios. The
medical loss ratio is shown as a percentage of health care
services expense over premium revenue.  All other ratios are
shown as a percentage of premium revenue and fees and other
income combined:


                                        Three Months Ended
                                              March 31,
                                     1997                  1996
Operating revenues:
  Premium revenue                    90.8%                 90.9%
  Fees and other income               9.2%                  9.1%
                                    100.0%                100.0%
Operating expenses:
  Medical loss ratio                 80.6%                 74.5%
  Commission expense                  4.1%                  4.0%
  General and administrative expense 22.7%                 21.8%

Membership

The following table sets forth membership data and the percent
change in membership:


                                          March 31,

Product Group                        1997           1996         %
Underwritten:
 PPO:
  Alliance PPO                      175,538       216,745     (19.0)%
  AllianceChoice POS                115,347        63,839      80.7
 HMO:
  Commercial (includes other POS)   116,845        89,316      30.8
  BlueCHOICE Senior                   5,710         4,617      23.7
  BlueCHOICE Medicaid (MC+)           5,031         4,195      19.9
 Medicare supplement                 66,500        72,249      (8.0)
 Managed indemnity                   10,216        12,674     (19.4)
                                    495,187       463,635       6.8
Self-funded:
 PPO                                 92,427       113,511     (18.6)
 HMO                                 15,229        16,264      (6.4)
 ASO (includes HealthLink):
  Workers' Compensation             317,271       220,517      43.9
  Other ASO*                        943,555       855,366      10.3

Total Membership                  1,863,669     1,669,293      11.6%

   * does not include 615,407 and 474,490 as of March 31, 1997
   and March 31, 1996, respectively, relating to additional
   third-party administrator members that are part of The
   EPOCH Group, L.C., a joint venture with Blue Cross and Blue
   Shield of Kansas City formed in December 1995.

Comparison of Results for First Quarter 1997 to First Quarter 1996

Revenues

Premium revenue increased 11.6% in the first quarter of 1997
in comparison to the first quarter of 1996.  As described
below, components of premium revenue were affected by product
mix shifts as the company continued its positioning of its
managed care portfolio; and as a result, such changes may not
be indicative of future periods.

PPO revenues increased $4.0 million - -  $2.0 million due to a
4.3% increase in member months and $2.0 million resulting from
a marginal increase in premium rates.  Net rates increased due
in part to the company's targeted general rate increases
averaging 6 percent to 8 percent during January enrollment.
Net rate increases are significantly below the targeted levels
due in part to changes in deductibles, the timing of group
renewals throughout the year, and product mix changes such as
the continued shift in membership to AllianceChoice, a lower
cost, non-gatekeeper point-of-service (POS) product.  Alliance
PPO membership decreased by 41,207 members from March 31, 1996
to March 31, 1997 while AllianceChoice POS membership
increased by 51,508 over the same time period.  The company
also began offering its PPO product in Illinois at the end of
the first quarter of 1997.  The company anticipates future
enrollment gains in the central and southern regions of
Illinois throughout 1997.

HMO premium revenue increased $11.0 million or 33.8% - - $11.8
million due to a 38.6% increase in member months partially
offset by a $0.8 million decrease due to a marginal net
reduction in premium rates.  Net premium rates have declined,
despite the company's targeted renewal rate increases of 5
percent to 7 percent during January enrollment, due to HMO
competition in the company's HMO service areas, the status of
one large group with which the company is currently involved
in rate discussions, shifts in chosen benefit levels, changes
in the geographic mix of the HMO business, and product mix
shifts due to various new products.  Membership increases are
due to the continued introduction and positive momentum of new
products--BlueCHOICE Individual (introduced in November 1994),
BlueCHOICE Senior (introduced in April 1995), HealthNet Blue
POS (introduced in March 1995), and BlueCHOICE Medicaid
(introduced in March 1996).  These four products collectively
account for approximately 38,100 underwritten members at March
31, 1997, which is an increase of 10,000 over March 31, 1996
and an increase of 3,200 over December 31, 1996.  In addition,
the company's additional efforts to expand geographically
within the State of Missouri has enhanced membership growth.
Through an arrangement with Freeman Hospitals and Health
System, beginning in July 1995, the BlueCHOICE HMO and POS
products are offered in the six-county area surrounding
Joplin, Missouri.  As of March 31, 1997, there were
approximately 12,300 members enrolled in products sold through
this arrangement with Freeman, representing an increase of
4,700 members over December 31, 1996.  In addition, the
BlueCHOICE and BlueCHOICE POS programs became available
beginning in October 1996 in the southwest Missouri area
surrounding Springfield through an arrangement with Primrose
Health Care Services, a physician hospital organization
jointly owned by physicians and Cox Hospitals, one of the
leading tertiary care centers in the area.  There were 5,000
members enrolled in these programs at March 31, 1997, an
increase of 3,300 over December 31, 1996.  The company expects
future enrollment growth in these relatively new products as
well as in these geographic regions of Missouri.

Premium revenue from Medicare supplement decreased by $0.3
million in the first quarter of 1997.  Member months decreased
by 8.4% partially offset by a 7.7% net increase in premium rates.
Membership declines are partially attributable to members
shifting to BlueCHOICE Senior, a Medicare-risk program, which
provides medical benefits at least as comprehensive as
Medicare benefits for persons eligible to receive Medicare at
no additional cost to the member.  The company markets its
BlueCHOICE Senior product as part of its strategy to direct
existing customers to more intensely managed health care
products.

Managed indemnity premium revenue decreased by $0.5 million
due to a 19.2% decline in member months in keeping with the
company's strategy to move towards more highly managed care
products.

Revenue from other specialty services increased $2.5 million
due primarily to a 24.7% increase in member months.  The
company's drug product, AllianceRx, continued to gain momentum
with revenues increasing $2.0 million in the first quarter or
1997 compared to the first quarter of 1996.  This product was
introduced in November 1994 and is sold to members on a
separate product basis; prior to this, the drug benefit was
typically included as part of the basic PPO medical program.
Member months in the company's drug product increased by 24.3%
in the first quarter of 1997 as compared to the first quarter
of 1996.

Fees and other income from administrative services only/self-
funded and network services increased by $1.7 million.   This
increase is primarily due to increased 1997 revenues from
HealthLink, Inc. (HealthLink), the company's network rental
and managed care service subsidiary, of $2.2 million.
HealthLink's 1997 revenues include $1.5 million of revenues
from HealthLink HMO, Inc. (HealthLink HMO), which was only 50%
owned by HealthLink (and not consolidated with the company's
operations) prior to its May 31, 1996 acquisition from a
subsidiary of Blue Cross and Blue Shield of Kansas City.

Operating Expenses

The overall medical loss ratio decreased from 84.8% in the
fourth quarter of 1996 to 80.6% in the first quarter of 1997,
primarily due to seasonality.  The overall medical loss ratio
increased by 6.1% to 80.6% in the first quarter of 1997 in
comparison to 74.5% in the first quarter of 1996 primarily as
a result of 1) the company's lower margin BlueCHOICE Senior
and Medicaid products, 2) aggressive pricing in 1996 in order
to retain and increase membership, 3) higher drug and
outpatient utilization, and 4) growth in regions outside of
the metropolitan St. Louis area that have less cost efficient
networks.  In response to this unfavorable environment, the
company announced a number of strategies aimed at controlling
the increase in medical cost trends, including: formulary
revisions and a change in the company's pharmacy benefit
manager, which was effective in March 1997; recontracting of
both inpatient and ancillary services; and advanced medical
practice profiling and utilization review tools.  The company
believes that the aforementioned initiatives as well as
initiatives previously identified throughout 1996 will help
to improve its medical loss ratio; however, there can be no
assurance that these initiatives will be effective in
controlling future medical costs.

Commission expense increased by $1.0 million or 15.5% in the
first quarter of 1997 as compared to the first quarter of 1996
primarily related to increased membership growth and more
aggressive commission schedules to enhance member growth and
persistency.  The commission expense ratio remained relatively
flat at 4.1% for the first quarter of 1997 compared to 4.0%
for the first quarter of 1996.

General and administrative expenses increased by $5.6 million,
or 16.2% in the first quarter of 1997 as compared to the first
quarter of 1996.  Approximately $1.3 million of this increase
relates to the aforementioned inclusion of HealthLink HMO in
the consolidated results of the company in the first quarter
of 1997.  This increase is also related to an additional $1.1
million of expenses for the company's information and
operating strategies (IOS) and strategic data initiative (SDI)
projects comprising amortization expense for completed IOS and
SDI projects.  Excluding HealthLink HMO and the IOS and SDI
amortization, the company's general and administrative ratio
for the first quarter of 1997 was 21.5% as compared to 21.8%
for the first quarter of 1996.  In addition, management has
recently announced its plans to improve the company's overhead
cost structure by streamlining operations, focusing on the
core business, reviewing investment priorities, and reducing legal,
consulting, and non-essential vendor expenses.

Non-recurring charges in the first quarter of 1997 include
$2.1 million related to costs associated with the relocation
of the company's St. Louis-based claims, customer service,
billing, and provider services functions to its Springfield,
Missouri facility and a new facility in Cape Girardeau,
Missouri.  See "Recent Developments - Transfer of Service
Functions" for more information related to this relocation.

Operating Income

Operating income, excluding non-recurring charges, decreased
$10.5 million in the first quarter of 1997 in comparison to
the first quarter of 1996.  This decrease is primarily
attributable to softer pricing in a competitive environment
and higher outpatient and pharmacy utilization trends.

Net Investment Income

The first quarter 1997 net investment income of $13.5 million
represents a $9.0 million increase over the first quarter of
1996, inclusive of a $9.1 million increase in net realized
gains.  These first quarter 1997 net realized gains resulted
primarily from the liquidation of equity securities due to the
company's intent to increase its holdings of fixed income
securities and the company's decision to repay $15.0 million
of its debt.

Provision for Income Taxes

The company's effective income tax rate was 38.7% and 39.1%
for the first quarter of 1997 and 1996, respectively.

Net Income

Excluding non-recurring charges, the company's net income for
the first quarter of 1997 was $7.5 million, or $0.40 per
share, compared to net income of $8.2 million, or $0.44 per
share for the first quarter of 1996.  Inclusive of the non-
recurring charges, the company's net income for the first
quarter of 1997 was $6.2 million, or $0.33 per share.

Liquidity and Capital Resources

The company's working capital as of March 31, 1997 was $91.2
million, a decrease of $17.7 million from December 31, 1996.
The decrease is primarily attributable to a $15.0 million
repayment of a portion of the $62.0 million of funds that were
borrowed in August 1995 from the company's reducing revolving
credit facility in conjunction with the company's acquisition
of HealthLink.  In addition, the company capitalized $3.6
million of costs for property and equipment, $3.3 million of
which relates to capitalized IOS development costs.

Cash used in operations totaled $2.3 million for the three
months ended March 31, 1997.  Net income was $6.2 million
while depreciation and amortization was $5.0 million.
Realized gains from the sale of investments were $10.2
million. The company's net related party receivable at March
31, 1997 increased by $2.3 million primarily due to
intercompany tax settlements pursuant to a tax sharing
agreement between the company and BCBSMo.  In addition, other
assets increased $6.6 million partially due to prepaid
payments for software maintenance agreements.  Medical claims
payable increased by $6.1 million due to higher utilization
and medical cost trends as well as membership growth.

Recent Developments

Information Strategies

In 1995, the company implemented a comprehensive information
and operations strategy (IOS) to assist in implementing the
company's managed care strategy of delivering the lowest cost
medical care consistent with quality outcomes.  The company
believes that controlling medical costs in the future will be
highly dependent on readily accessing both member and provider
medical information at a detail level which provides real-time
analytical support.  The company receives capital expenditure
authorizations from the Board of Directors to expend funds for
the project subject to periodic review by an ad-hoc committee
of the Board.  In the first three months of 1997, the company
incurred capitalized expenditures of $3.3 million on this
project.  Cumulatively, since 1995, the company has incurred
capitalized expenditures of $25.1 million.  While management
believes that the IOS project will be initially dilutive to
earnings per share, it is believed that opportunities exist
for significant medical and administrative savings which will
begin to provide a payback possibly during 1997.  There can be
no assurance that the ultimate impact of this IOS project will
contribute to earnings per share or reduce medical costs.

Transfer of Service Functions

Beginning January 1997, the company began moving its St. Louis-
based claims, customer service, billing and provider services
functions to its Springfield, Missouri facility and a new
facility in Cape Girardeau, Missouri.  Approximately 200 jobs
will be relocated to Cape Girardeau with an additional 100
moving to Springfield.  The transfer program will be conducted
in stages beginning January 1997 and ending mid-1997.  The
move is expected to result in annual salary and benefit cost
savings of approximately $3.0 million, with approximately $1.4
million expected in 1997.  In 1996, beginning in the second
quarter, the company incurred charges to earnings of $4.5
million.  The company expects to incur $3.0 million to $3.5
million in 1997 for costs associated with the relocation.  The
first quarter 1997 charge of $2.1 million for this relocation
is reflected in the non-recurring charges caption on the 1997
Consolidated Statement of Income.

Operating Outlook

The following statements are based on first quarter 1997
activity and short-term expectations.  The statements are
forward-looking and actual results may differ materially.

Historically, the first quarter is followed by mid-year
periods where the company tends to experience less enrollment
opportunity along with higher medical claims activity.  In the
fourth quarter, management anticipates that the company will
achieve marginal operating profitability as the effects of
medical management strategies, overhead cost controls, and re-
pricing opportunities begin to be more apparent.

The company is targeting top-line premium revenue growth
approaching 10 percent in 1997 over 1996.  Targeted premium
revenue levels, in combination with medical cost and
utilization management strategies, are expected to maintain
the medical loss ratio in the low 80 percent range throughout
1997.

Among the positive factors influencing growth is the September
1997 expiration of small group rate restrictions imposed in
August 1995 by the Missouri Department of Insurance as a
condition of its approval of the HealthLink acquisition.
Approximately 60 percent of the company's revenues are derived
from groups with fewer than 100 employees.  This is offset
somewhat by a slower-than-anticipated rollout of underwritten
products in new markets and the status of a large HMO member
group.  The company is currently in discussions with this
group to achieve a mutually acceptable rate and risk
structure.  The outcome of those discussions could reduce or
improve the profitability of the HMO, and could materially
change the company's current expectations of achieving
marginal operating profitability in the fourth quarter of 1997.

Investments in the company's operating infrastructure which
maintain compliance, competitiveness and quality will continue
during 1997.  Relocation expenses are expected to total $3.0
million to $3.5 million for 1997.  The company expects $11.0
million to $12.0 million of expense in 1997 related to
corporate initiative projects.  Of this, approximately $6.0
million to $6.5 million will be investments in ongoing
projects and approximately $5.0 million will be amortization
expense on projects already implemented.

At the same time, strategies for reducing core overhead
expense are aimed at lowering the G&A ratio incrementally
during each quarter through the end of 1997.  Net staff
reductions through reorganization, restricted hiring and
attrition in corporate areas, and the elimination of many
discretionary programs are among the tactics that will be
implemented to reduce overhead, without impacting member and
provider services.

Contingencies

See the description under the same caption in Note 2 of the
Notes to Consolidated Financial Statements, which description
is incorporated herein by reference.

Factors that May Affect Future Results of Operations, Financial
Condition or Business

In order to take advantage of the safe harbor provisions for
forward-looking statements contained in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, added to those
Acts by the Private Securities Litigation Reform Act of 1995,
the company is identifying important risks and uncertainties
that could cause the company's actual results of operations,
financial condition or business to differ materially from its
historical results of operations, financial condition or
business, or the results of operations, financial condition or
business contemplated by forward-looking statements made
herein or elsewhere orally or in writing.  Factors that could
cause or contribute to such differences include, but are not
limited to, those factors described below.

Litigation with DOI and Attorney General

BCBSMo has filed an action against the Missouri Department of
Insurance (DOI), the Director of the DOI, and the Attorney
General seeking a declaratory judgment and other relief with
respect to the Reorganization and Public Offering, as
described under the same caption in Note 2 "Contingencies"
which is incorporated herein by reference.  While BCBSMo has
prevailed on most issues, the Court has ruled that BCBSMo has
continued to exceed or abuse its statutorily permissible
purposes and is subject to judicial dissolution proceedings or
alternative remedies that are in the public interest and
consistent with the protection of its members.  This issue and
the prior rulings favorable to BCBSMo are on appeal and
additional claims are pending at the trial court.

While the company believes, after reviewing these matters with
legal counsel, that BCBSMo's legal position is strong, the
risks and uncertainties of litigation are such that there can
be no assurance that BCBSMo will prevail on all remaining
claims, that the appellate court will affirm all the rulings
of the trial court favorable to BCBSMo and will reverse the
ruling of the trial court adverse to BCBSMo, that the DOI and
Attorney General will not pursue administrative action during
or after these proceedings, or that any such action would not
have a material adverse impact on the company or the market
for the company's stock.

Status of Blue Cross and Blue Shield Trademark Licenses

The company and certain of its subsidiaries have temporary
licenses to use the "Blue Cross" and "Blue Shield" names,
trademarks and service marks as described under the same
caption in Note 2 "Contingencies" which is incorporated herein
by reference.  The company believes that the right to use the
Blue Cross and Blue Shield names and marks provide it with a
significant marketing advantage in its licensed service area.
As explained in Note 2, if BCBSMo's litigation against the DOI
and the Attorney General is not resolved in a manner that is
in the best interests of the BCBSA, the marks and the other
Blue plans, then the company's temporary license to use such
names and marks may be terminated (and a permanent license may
not be issued).  The loss of such licenses would have a
material adverse effect on the company and the market for the
company's stock.  See "Factors that May Affect Future Results
of Operations, Financial Condition or Business - Litigation
with DOI and Attorney General."

Government Regulations and Health Care Reform

The company operates its managed health care business
principally through wholly owned subsidiaries whose business
is subject to extensive federal, state and local laws and
regulations.  To date, these laws and regulations have not had
a significant negative impact on the growth of the company's
business.  However, there can be no assurance that the company
will be able to obtain or maintain required governmental
approvals or licenses or that any regulatory reform such as
the recently adopted mandatory length of stay for maternity
patients will not have a material adverse effect on the
company's business or results of operations in the future.

Competition and Consolidation

The health care industry is highly competitive.  The company
has numerous types of competitors in its PPO, POS and HMO
operations, many of which have substantially greater financial
and other resources than the company.  The company believes
that price competition among PPO, POS and HMO benefits plans
in the company's markets, particularly the St. Louis
metropolitan area, has recently intensified.  Because the
company's existing business operations are confined to markets
within or contiguous to the state of Missouri, the company
currently is unable to subsidize losses in these markets with
profits from other markets.  The company believes that certain
larger, national competitors are able to subsidize losses in
the Missouri market with profits from other markets in which
they operate and may pursue such a strategy in the company's
markets in an effort to increase their market share.  Health
care providers are consolidating into larger health care
delivery enterprises and their increased bargaining power may
lead to a reduction in the gross margins of the company's
products and services.  The company also faces competition in
its markets from a trend among some health care providers to
combine and form their own networks in order to contract
directly with employer groups and other prospective customers
for the delivery of health care services.

Escalating Health Care Costs

The company's profitability depends in large part on
predicting and effectively managing medical costs under its
managed care plans.  A variety of external factors affecting
the delivery and cost of health care, including increased
costs and utilization of high-technology diagnostic testing
and treatments, the rising costs of malpractice insurance,
efforts in the medical community to avoid malpractice claims,
higher operating costs of hospitals and physicians, the aging
of the population and other demographic characteristics,
changes in federal and state health care regulations and major
epidemics may adversely affect the company's ability to
predict and control health care costs and claims.  Other
relevant factors affecting the company's ability to control
health care costs include higher outpatient and drug
utilization and growth of business in regions with less cost
efficient networks.

Dependence on Sales to Individuals

Sales of the company's health care benefit products to
individuals comprise a substantial portion of the company's
business.  The medical loss ratio attributable to some
components of the company's individual business is
significantly lower than that of the company's insured group
business.  As a result, individual business accounts for a
proportionately greater percent of the company's operating
income.  The company's overall margins would be adversely
impacted by a reduction in the relative percent of its
business represented by certain individual products or by an
increase in the medical loss ratio for individuals enrolled in
those products.  The company believes that the success of the
individual business is more dependent than that of its group
business on the management of health care costs through
product design, pricing decisions and the application of
appropriate underwriting standards.  There can be no assurance
that the profitability of this business will be sustained or
that the company will not experience unanticipated increases
in claims.

Potential Nonrenewal of Subscriber and Provider Agreements

The company's profitability is dependent upon its ability to
obtain and maintain contracts with employee groups and
individual consumers which generally are renewable annually.
The company's profitability is also dependent, in large part,
on its ability to contract on favorable terms with hospitals,
physicians and other health care providers.  There can be no
assurance that the subscribers or providers will renew their
contracts or enter into new contracts with the company or, in
the case of provider contracts, will not seek terms that are
less profitable to the company in connection with any such
renewal.

Control by BCBSMo

BCBSMo has voting control on all stockholder actions,
including the sale or merger of the company, a sale of
substantially all of its assets and the election of all of the
company's directors.  BCBSMo may have interests with respect
to its ownership of the company which diverge from those of
the company's public shareholders.  There can be no assurance
that the company will not be adversely impacted by the control
which BCBSMo has with respect to matters affecting the
company.

Dependence on Key Management

The company depends to a significant extent on key management
members.  The loss of these management members could have a
material adverse effect on the company's results of
operations, financial condition and business.

Variability of Quarterly Operating Results and Stock Price

The company's quarterly results of operations could be
adversely affected by the timing of new product and service
introductions, competitive pricing pressures, contract
renegotiations with customers and providers, fluctuations in
the medical loss ratio (due to changes in utilization, timing
of submission of claims presented for payment in the period
and the unpredictability of unusually large claims), increases
in commission expenses and general and administrative
expenses, changes in interest rates, acquisitions,
governmental and regulatory actions, overall market
conditions, and other factors.  The company's stock price may
experience significant price and volume fluctuations in
response to these and other internal and external factors
which cause variations in its quarterly results of operations
and the stock markets.

Credit Agreement Restrictions

The company's revolving credit agreement with its existing
lenders contains certain restrictions on the company,
including requirements as to the maintenance of net worth and
certain financial ratios, restrictions on payment of cash
dividends or purchases of stock, restrictions on acquisitions,
dispositions and mergers and restrictions on additional
indebtedness and liens and certain other matters.  There can
be no assurance that the company will be able to achieve and
maintain compliance with the prescribed financial ratio tests
or other requirements of the revolving credit agreement.  The
failure to obtain any waivers or amendments that might be
needed to remain in compliance with such requirements would
reduce the company's flexibility to respond to adverse
industry conditions and could have a material adverse effect
on the company's results of operations, financial condition or
business.

Additional Factors

Additional risk and uncertainties that may affect future
results of operations, financial condition or business of the
company include, but are not limited to:  demand for and
market acceptance of the company's products and services; the
effect of economic and industry conditions on prices for the
company's products and services and its cost structure; the
ability to develop and deliver new products and services and
adapt existing products and services to meet customer needs
and expectations; the ability to keep pace with technological
change including developing and implementing technological
advances timely and cost effectively in order to lower its
cost structure, to provide better service and remain
competitive; adverse publicity, news coverage by the media, or
negative reports by brokerage firms, industry and financial
analysts regarding the company, its parent or BCBSA or their
products or services which may have the effect of reducing the
reputation, goodwill or customer demand for, or confidence in,
the company's products or services; the ability to attract and
retain capital for growth and operations on competitive terms;
and changes in accounting policies and practices.

PART II.    OTHER INFORMATION

ITEM 1.     Legal Proceedings

     Note 2 to the Consolidated Financial Statements in Part I,
     Item 1 contains a description of various pending and
     threatened claims, including a description of the
     subscriber class action lawsuit filed on March 15, 1996
     and litigation with the Missouri Department of Insurance
     (DOI), the Director of the DOI, and the Missouri
     Attorney General, which descriptions are incorporated by
     reference herein.  Also, see "Management's Discussion
     and Analysis of Financial Condition and Results of
     Operations - Factors that May Affect Future Results of
     Operations, Financial Condition or Business."

ITEM 2.     Changes in Securities

     a)      Not applicable

     b)      Not applicable

ITEM 3.     Defaults Upon Senior Securities

     a)      Not applicable

     b)      Not applicable

ITEM 4.     Submission of Matters to a Vote of Security Holders

     None.

ITEM 5.     Other Information

     None.

ITEM 6.     Exhibits and Reports on Form 8-K

     (a)     Exhibits

Exhibit
Number    Exhibit

3.1       Articles of Incorporation of the Registrant - Incorporated
          by reference - previously filed as Exhibit 3.1 to
          Registration Statement on Form S-1 under the
          Securities Act of 1933 filed by the Registrant.
          Registration Statement No. 33-77798.*

3.1.1     Amendment to Articles of Incorporation of the Registrant
          - Incorporated by reference - previously filed as
          Exhibit 3.1.1 to Registration Statement on Form S-1
          under the Securities Act of 1933 filed by the
          Registrant.  Registration Statement No. 33-77798.*

3.2       Amended and Restated Bylaws of the Registrant -
          Incorporated by reference - previously filed as
          Exhibit 3.2 to the company's Form 10-K for the
          period ending December 31, 1995.*

27        Financial Data Schedule (Electronic Filing Only).

* Document has previously been filed with the Securities and
Exchange Commission and is incorporated by reference and made
a part hereof.

b)        Reports on Form 8-K:

None filed during the three months ended March 31, 1997.


                              SIGNATURES



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 thereunto duly authorized.



                               RIGHTCHOICE MANAGED CARE, INC.
                               Registrant


Date: May   14,  1997          By:   [s]   JANICE FORSYTH
                               Janice C. Forsyth
                               Senior Vice President,
                               Secretary and General Counsel


Date: May  14, 1997            By:  [s]  SANDRA  VAN TREASE
                               Sandra Van Trease
                               Senior Vice President and
                               Chief Financial Officer