Exhibit 10.36.6

             SIXTH AMENDMENT TO CREDIT AGREEMENT

     THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Sixth
Amendment"), dated as of September 30, 1997, is entered into
by and among RIGHTCHOICE MANAGED CARE, INC. (the "Company"),
the several financial institutions party hereto (the
"Banks"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as administrative agent for itself and the
Banks (the "Administrative Agent") and NATIONSBANK, N.A.,
the successor to The Boatman's National Bank of St. Louis,
as co-agent for the Banks (the "Co-Agent"), and amends the
Credit Agreement dated as of August 10, 1995 among the
Company, the Banks, the Administrative Agent and the Co-
Agent, as amended by a First Amendment to Credit Agreement
dated as of November 14, 1995, a Consent and Second
Amendment to Credit Agreement dated as of December 29, 1995,
a Third Amendment to Credit Agreement dated as of August 9,
1996, a Fourth Amendment to Credit Agreement dated as of
November 13, 1996 and a Fifth Amendment to Credit Agreement
dated as of February 11, 1997 (as so amended, the
"Agreement").

                           RECITAL

     The Company has requested that the Agreement be amended
on the terms and conditions set forth herein, and the Banks,
the Administrative Agent and the Co-Agent are willing to do
so.

     NOW, THEREFORE, for valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties
hereto hereby agree as follows:

1.             Terms.  All terms used herein shall have the
same meaning as in the Agreement unless otherwise defined
herein.  All references to the Agreement shall mean the
Agreement as hereby amended.

2.             Amendatory Provisions to Agreement.  The
parties hereto agree that the Agreement is hereby amended as
follows:

(a)            The definition of the term "Applicable
Margin" in Section 1.1 of the Agreement is amended and
restated in its entirety to read as follows:

          "Applicable Margin" means, in the case of Loans
     bearing interest at the Offshore Rate, 2.75% (or 275
     basis points) and, in the case of Loans bearing
     interest at the Base Rate, 1.75% (or 175 basis points).

(b)            The definition of the term "Consolidated
Capital Expenditures" in Section 1.1 of the Agreement is
amended and restated in its entirety to read as follows:

          "Consolidated Capital Expenditures" means, for any
     period, the capital expenditures of the Company and its
     Subsidiaries for such period, as the same are (or would
     in accordance with GAAP be) set forth in the
     consolidated statement of cashflow of the Company and
     its Subsidiaries for such period.

(c)            The definition of the term "EBITDA" in
Section 1.1 of the Agreement is amended and restated in its
entirety to read as follows:

          "EBITDA" means, with respect to the Company and
     its Subsidiaries for any applicable period, Net Income
     for such period, plus, to the extent deducted in
     determining Net Income for such period, the aggregate
     amount of (i) Interest Expense; (ii) federal, state,
     and local and foreign income taxes; (iii) depletion,
     depreciation, and amortization of tangible and
     intangible assets; (iv) solely with respect to the
     Company's fiscal years ending December 31, 1996 and
     1997, up to an aggregate of $7,000,000 of one-time
     expenses incurred in connection with the relocation of
     the Company's service center; and (v) the charge taken
     by the Company during the fiscal quarter ending
     September 30, 1997 for accruing a loss reserve in an
     amount not to exceed $30,000,000 for the Missouri
     Consolidated Health Care Plan ("MCHCP"), and less, (i)
     the amount of any loss reserve amortization of this
     MCHCP reserve during the applicable period and (ii) any
     gain resulting from the reversal of any loss recorded
     by the Company in connection with its pending
     litigation with MCHCP.

(d)            The definition of the term "Interest Payment
Date" in Section 1.1 of the Agreement is amended and
restated in its entirety to read as follows:

          "Interest Payment Date" means, as to any Loan
     other than a Base Rate Loan, the last day of each
     Interest Period applicable to such Loan and, as to any
     Base Rate Loan, the last Business Day of each calendar
     month.

(e)            The definition of the term "Interest Period"
in Section 1.1 of the Agreement is amended and restated in
its entirety to read as follows:

          "Interest Period" means, as to any Offshore Rate
     Loan, the period commencing on the Borrowing Date of
     such Loan or on the Conversion/Continuation Date on
     which the Loan is converted into or continued as an
     Offshore Rate Loan, and ending on the date one month
     thereafter;

provided that:

     (i)         if any Interest Period would otherwise end on a
     day that is not a Business Day, that Interest Period shall
     be extended to the following Business Day unless, in the
     case of an Offshore Rate Loan, the result of such extension
     would be to carry such Interest Period into another calendar
     month, in which event such Interest Period shall end on the
     preceding Business Day;

     (ii)        any Interest Period pertaining to an Offshore
     Rate Loan that begins on the last Business Day of a calendar
     month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such
     Interest Period) shall end on the last Business Day of the
     calendar month at the end of such Interest Period; and

     (iii)       no Interest Period for any Loan shall
     extend beyond August 10, 2000.

(f)            The definition of the term "Net Cash
Proceeds" in Section 1.1 of the Agreement is amended and
restated in its entirety to read as follows:

          "Net Cash Proceeds" means with respect to any
     Equity Issuance involving an offering of the securities
     of the Company or any issuance by the Company or any
     Subsidiary of debt securities, the excess of (i) the
     gross cash proceeds received by such Person as a result
     of such Equity Issuance or debt issuance over (ii) all
     reasonable fees and expenses (including underwriting
     discounts and legal, investment banking and accounting
     and other professional fees) and disbursements actually
     incurred in connection therewith.

(g)            There shall be added to Section 1.1 of the
Agreement, in appropriate alphabetical sequence, a new
definition reading in its entirety as follows:

          "Net Sales Proceeds" means with respect to any
     sale or disposition of property by the Company or its
     Subsidiaries, the excess of (i) the gross cash proceeds
     received by the Company or such Subsidiary as a result
     of such sale or disposition over (ii) all reasonable
     fees and expenses (including underwriting discounts and
     legal, investment banking and accounting and other
     professional fees) and disbursements actually incurred
     in connection therewith.

(h)            Schedule 2.1 of the Agreement is amended and
restated in its entirety to read as set forth on Schedule
2.1 hereto.

(i)            Immediately following the caption of Section
2.7 of the Agreement and before the beginning of the
existing text, there shall be added the following: "(a)".
The chart appearing in Section 2.7(a) of the Agreement is
amended and restated in its entirety to read as follows:

             Date         Maximum Commitment
        October 1, 1997      $ 50,000,000
        March 31, 1998       $ 48,750,000
        June 30, 1998        $ 47,500,000
        September 30, 1998   $ 46,250,000
        December 31, 1998    $ 45,000,000
        March 31, 1999       $ 42,500,000
        June 30, 1999        $ 40,000,000
        September 30, 1999   $ 37,500,000
        December 31, 1999    $ 35,000,000
        March 31, 2000       $ 32,500,000
        June 30, 2000        $ 30,000,000
        August 10, 2000      $          0

(j)            Immediately following Section 2.7(a) of the
Agreement, there shall be added the following:

          "(b) There shall be a mandatory reduction of the
     Commitments in the amounts set forth below not later
     than one Business Day after the Company or any of its
     Subsidiaries receives proceeds from any of the
     following:

                    (i)  all Net Sales Proceeds from any
          sale or disposition by the Company or any of its
          Subsidiaries of any property to the extent
          required under Section 7.3(d) and Section 7.3(e);

                    (ii) all Net Cash Proceeds from any
          Equity Issuance by the Company or any Subsidiary
          (including without limitation, any Equity Issuance
          to Blue Cross and Blue Shield of Missouri);

                    (iii)     all Net Cash Proceeds received
          by the Company or any Subsidiary from any issuance
          of any debt securities or instruments permitted
          hereunder (including without limitation, any debt
          securities or instruments issued in favor of Blue
          Cross and Blue Shield of Missouri but excluding
          any indebtedness permitted pursuant to Section
          7.6);

               (iv) subject to applicable law and
          restrictions, all indefeasible payments received
          by the Company or any Subsidiary from the
          settlement of, or prosecution of, the pending
          litigation by the Company against MCHCP, net of
          all reasonable fees and expenses (including legal,
          accounting and other professional fees) and
          disbursements actually incurred in connection
          therewith; and

               (v)  all proceeds received by the Company
          from the repayment by a Subsidiary of the Company
          of any "surplus or contribution notes," as such
          terms are defined in Chapter 375 of Title XXIV of
          the Missouri statutes.

     All such mandatory reductions of the Commitments shall
     be applied to scheduled commitment reductions set forth
     in Section 2.7 in the inverse order of maturity."

(k)            Subsection (a) of Section 2.9 of the
Agreement is amended and restated in its entirety to read as
follows:

          "(a) Each Loan shall bear interest on the
     outstanding principal amount thereof from the
     applicable Borrowing Date at a rate per annum equal to
     the Offshore Rate or the Base Rate, as the case may be
     (and subject to the Company's right to convert to other
     Types of Loans under Section 2.4), plus, in each case,
     the Applicable Margin."

(l)            Subsection (b) of Section 2.10 of the
Agreement is amended and restated in its entirety to read as
follows:

          "(b) Commitment Fees.  The Company shall pay to
     the Administrative Agent for the account of each Bank a
     commitment fee on the average daily unused portion of
     such Bank's Commitment, computed on a quarterly basis
     in arrears on the last Business Day of each calendar
     quarter, at a rate per annum equal to .50%.  Such
     commitment fee shall accrue and be payable quarterly in
     arrears on the last Business Day of each June,
     September, December and March through the Termination
     Date, with the final payment to be made on the
     Termination Date; provided that, in connection with any
     reduction or termination of Commitments under Section
     2.5 or Section 2.7, the accrued commitment fee
     calculated for the period ending on such date shall
     also be paid on the date of such reduction or
     termination, with the immediately following quarterly
     payment being calculated on the basis of the period
     from such reduction or termination date to such
     quarterly payment date.  The commitment fees provided
     in this subsection shall accrue at all times, including
     at any time during which one or more conditions in
     Article IV are not met."

(m)            Section 6.1(b) of the Agreement is hereby
amended (i) by adding "and consolidating" after the word
"consolidated" in the fourth and sixth lines thereof and
(ii) by deleting the word "and" at the end thereof.

(n)            Section 6.1(c) of the Agreement is hereby
amended by adding the following clause immediately prior to
the end thereof: ", copies of all financial statements for
such fiscal year filed by the Company or any Subsidiary with
any Governmental Authority and a copy of the reconciliation
by the Independent Auditor of the annual consolidated
financial statements described in clause (a) above with the
consolidating financial statements described in this clause
(c)."

(o)            Section 6.1(d) of the Agreement is hereby
amended by deleting "statement of income" from the fifth
line thereof and substituting therefor "statements of income
and cash flows".

(p)            Section 6.2(d) of the Agreement is hereby
amended by replacing the period at the end thereof with a
semicolon.

(q)            There shall be added to the Agreement a new
Section 6.1(e) reading in its entirety as follows:

          "(e) promptly after request by the Administrative
     Agent or any Bank, copies of any detailed audit
     reports, management letters or recommendations
     submitted to the board of directors (or the audit
     committee of the board of directors) of the Company by
     its independent public accountants in connection with
     the accounts or books of the Company or any of its
     Subsidiaries, or any audit of any of them (except for
     information submitted by such accountants in connection
     with litigation involving the Company or any of its
     Subsidiaries);

(r)            There shall be added to the Agreement a new
Section 6.1(f) reading in its entirety as follows:

          "(f) of the failure of the Company or any
     Subsidiary to meet the applicable minimum capital
     benchmark requirements of Blue Cross and Blue Shield."

(s)            There shall be added to the Agreement a new
Section 6.2(f) reading in its entirety as follows:

          "(f) as soon as available and in any event within
     10 days after the end of each month, copies of all
     publicly available documents in connection with the
     litigation between the Missouri Department of Insurance
     (the "DOI") and Blue Cross and Blue Shield of Missouri
     described in the Company's 1996 Annual Report, the
     pending litigation between the Company and MCHCP and
     any other material litigation affecting the Company or
     any of its Subsidiaries for which the Majority Banks
     shall have requested such information."

(t)            Section 6.3 of the Agreement is hereby
amended by adding thereto the following paragraph
immediately prior to the end thereof:

          "Not less than ten days prior to the consummation
     of any acquisition or Investment otherwise permitted by
     Sections 7.5(d) or (e) hereof, (i) the Company shall
     deliver to the Administrative Agent: (A) a written
     description of such acquisition or Investment; and (B)
     if requested by the Administrative Agent, copies of all
     agreements and Governmental Approvals relating to such
     acquisition or Investment and (ii) the Company shall
     calculate and deliver to the Administrative Agent, a
     certificate demonstrating compliance with the covenants
     set forth in Section 7.5 on a proforma basis as though
     such transaction had been consummated on the first day
     of the Fiscal Quarter immediately prior to the date of
     determination."

(u)            Section 7.1(b) of the Agreement is amended
and restated in its entirety to read as follows:

          "(b) At any time, its Adjusted Net Worth to be
     less than the sum of (i) $125,000,000, plus (ii) 75% of
     Net Income since September 30, 1997 to the extent the
     same is a positive amount, plus (iii) 100% of the Net
     Cash Proceeds of any Equity Issuance occurring after
     September 30, 1997."

(v)            Section 7.1(c) of the Agreement is amended
and restated in its entirety as follows:

          "(c) At any time during the following periods, its
     Debt to EBITDA Ratio to exceed the ratio set forth
     below opposite such period:

                                            Maximum
                    Period              Permitted Ratio
               9/30/97 - 12/31/97          2.85 to 1.00
               1/01/98 -  3/31/98          7.00 to 1.00
               4/01/98 -  6/30/98          7.00 to 1.00
               7/01/98 -  9/30/98          5.10 to 1.00
              10/01/98 - 12/31/98          4.00 to 1.00
               1/01/99 -  3/31/99          3.15 to 1.00
               4/01/99 -  6/30/99          2.50 to 1.00
               7/01/99 and thereafter      2.00 to 1.00
             
(w)            Section 7.1(d) of the Agreement is amended
and restated in its entirety as follows:

          "(d) As of the end of any fiscal quarter of the
     Company, its Fixed Charge Coverage Ratio to be less
     than the ratio set forth below opposite such quarter:

                   Fiscal              Minimum
               Quarter Ended       Permitted Ratio
                  9/30/97             1.40 to 1.00
                  12/31/97            1.40 to 1.00
                  3/31/98             0.80 to 1.00
                  6/30/98             0.75 to 1.00
                  9/30/98             1.00 to 1.00
                  12/31/99            1.10 to 1.00
                  3/31/99             1.25 to 1.00
                  6/30/99             1.45 to 1.00
                  9/30/99             1.50 to 1.00
                 12/31/99             1.55 to 1.00
                  3/31/00             1.75 to 1.00
             6/30/00 and Thereafter   2.00 to 1.00

(x)          Section 7.2 (j) of the Agreement is hereby amended
by deleting the figure "$5,000,000" and replacing it with
the figure "$1,000,000".

(y)          Section 7.2(n) of the Agreement is hereby amended
by adding the following clause at the end thereof :
"provided that the aggregate face amount of such Letters of
Credit shall in no event exceed $1,000,000."

(z)          Section 7.3 of the Agreement is amended and
restated in its entirety to read as follows:

          "7.3 Disposition of Assets.  The Company shall
     not, and shall not suffer or permit any Subsidiary to,
     directly or indirectly, sell, assign, lease, convey,
     transfer or otherwise dispose of (whether in one or a
     series of transaction) any property (including accounts
     and notes receivable, with or without recourse) or
     enter into any agreement to do any of the foregoing,
     except for the following ("Permitted Asset
     Dispositions"):

          (a)  dispositions permitted by Section 7.2 or
     Section 7.11(c);

          (b)  dispositions of inventory, or used, worn-out
     or surplus equipment, all in the ordinary course of
     business;

          (c)  the sale of equipment to the extent that such
     equipment is exchanged for credit against the purchase
     price of similar replacement equipment, or the proceeds
     of such sale are reasonably promptly applied to the
     purchase price of such replacement equipment;

          (d)  dispositions of property by the Company or
     any Subsidiary to the Company or to any Wholly-Owned
     Subsidiary pursuant to reasonable business
     requirements; provided that such dispositions are
     conducted on an arms' length basis and for
     consideration of cash, Marketable Securities or a
     combination thereof and, to the extent such
     consideration is received by the Company and not used
     as set forth in Section 7.3(c), it is applied to reduce
     the Commitments pursuant to Section 2.7(b); and

          (e)  dispositions not otherwise permitted
     hereunder which are made for fair market value;
     provided, that (i) at the time of any disposition no
     Event of Default shall exist or shall result from such
     disposition, (ii) the aggregate sales price from such
     disposition shall be paid in cash, and (iii) to the
     extent that Net Sales Proceeds of all assets sold by
     the Company and its Subsidiaries from October 1, 1997
     through the Termination Date and to which this Section
     7.3(e) applies exceed $2,000,000, such excess shall be
     applied to reduce the Commitments pursuant to Section
     2.7(b)."

(aa)          Section 7.5(c) of the Agreement is amended by
adding the following clause at the end thereof: "provided
that except for extensions of credit in the ordinary course
of business and consistent with the Company's historical
practices, all such extensions of credit must be permitted
by Section 7.6(f) and provided, further, that both
immediately before and immediately after giving effect
thereto no Default exists hereunder;"

(bb)          Section 7.5(d) of the Agreement is amended and
restated in its entirety to read as follows:

          (d)  investments incurred in order to consummate
     Acquisitions; provided that (i) the amount of
     investment by the Company or its Subsidiaries with
     respect to any such Acquisition, together with the
     amount of investment by the Company with respect to all
     prior Acquisitions undertaken by the Company and its
     Subsidiaries from October 1, 1997 (x) through December
     31, 1998 shall not exceed $2,500,000 in total
     consideration and (y) through the Termination Date
     shall not exceed $5,000,000 in total consideration,
     (ii) such Acquisitions are undertaken in accordance
     with all applicable Requirements of Law and both before
     and after giving effect thereto no Default exists
     hereunder (including, without limitation, on a pro
     forma basis, under Section 7.1 hereof); and (iii) the
     prior, effective written consent or approval to such
     Acquisition of the board of directors or equivalent
     governing body of the acquiree is obtained; or

(cc)          Section 7.5(e) of the Agreement is amended and
restated in its entirety to read as follows:

          (e)  investments in Joint Ventures from October 1,
     1997 (i) through December 31, 1998 not to exceed
     $1,000,000 in the aggregate and (ii) through the
     Termination Date not to exceed $2,000,000 in the
     aggregate;

(dd)          Section 7.6(d) of the Agreement is hereby amended
by deleting the figure "$5,000,000" and replacing it with
the figure "$1,000,000".

(ee)          Section 7.6(f) of the Agreement is hereby amended
and restated in its entirety to read as follows:

          "(f) (i) indebtedness of any Subsidiary to the
     Company outstanding as of October 1, 1997, (ii) up to
     $30,000,000 of additional indebtedness of the Company's
     Subsidiaries to the Company incurred from October 1,
     1997 through December 31, 1997 and (iii) up to (x)
     $10,000,000 of additional indebtedness of the Company's
     Subsidiaries to the Company plus (y) any unused portion
     of the availability under clause (ii) above, incurred
     at any time thereafter; provided, however, that no
     indebtedness permitted by clauses (ii) and (iii) shall
     be incurred by a Subsidiary except to the extent
     necessary to meet regulatory capital requirements or
     capital requirements of Blue Cross and Blue Shield; and

(ff)          Section 7.9 of the Agreement is hereby amended by
deleting the period at the end of clause (d) thereof and
replacing it with "; and" and by adding a new clause (e)
immediately thereafter reading in its entirety as follows:

          "(e) the guarantee by the Company of up to
     $1,500,000 of the indebtedness of HealthCare
     Interchange Inc. outstanding as of September 30, 1997."

(gg)          Section 7.11(e) of the Agreement is hereby amended
and restated in its entirety to read as follows:
"[intentionally deleted]".

(hh)          Section 7.12 of the Agreement is hereby amended
(i) by deleting the semicolon and "and" at the end of the
clause (b) thereof and substituting a period therefor and
(ii) by deleting clause (c) in its entirety.

(ii)          Section 7.17(a) of the Agreement is hereby amended
and restated to read in its entirety as follows:

          (a)  The Company shall not, and shall not suffer
     or permit any Subsidiary to, make Consolidated Capital
     Expenditures (excluding any capital expenditures with
     respect to the development of a comprehensive
     information and operations strategy ("IOS Project")) in
     any fiscal year of the Company in excess of the amount
     set forth below for such fiscal year:

          Year           Maximum Capital Expenditures (Non IOS)

          1997           $1,500,000 plus all capital expenditures made
                         through 9/30/97
          1998           $3,200,000
          1999           $3,400,000
          2000           $3,500,000; and

     the Company shall not, and shall not suffer or permit
     any Subsidiary to, make Consolidated Capital
     Expenditures with respect to the IOS Project in any
     fiscal year of the Company in excess of the amount set
     forth below for such fiscal year:

          Year           Maximum IOS Capital Expenditures

          1997           $  6,500,000 plus all IOS capital expenditures
                         made through 9/30/97
          1998           $10,000,000
          1999           $ 4,500,000
          2000           $ 4,500,000

     provided, however, that to the extent that the
     Consolidated Capital Expenditures in any year are less
     than the maximum Consolidated Capital Expenditures
     permitted by the schedules set forth above, such unused
     portion may be carried over by the Company to the
     following year of the applicable schedule.

(jj)          Section 7.17(b) of the Agreement is hereby
deleted.

(kk)          Section 8.1(l) of the Agreement is hereby amended
by inserting the phrase "(including, without limitation, the
license to use the "Blue Cross" and "Blue Shield" names)
after the word "franchise" in the fifth line thereof.

(ll)          Section 8.1 of the Agreement is amended by
replacing the period at the end of subsection (o) thereof
with "; or" and adding the following subsection immediately
thereafter:

          "(p) Reserve Default.  The Company or any
     Subsidiary thereof fails to meet the applicable minimum
     statutory reserve requirements of the State of Missouri
     or the Company or any Subsidiary thereof fails to meet
     the applicable minimum capital benchmark requirements
     of Blue Cross and Blue Shield and, in the latter case,
     such deficiency shall not be cured within 45 days after
     the occurrence thereof."

(mm)          Section 10.4 of the Agreement is hereby amended
and restated in its entirety to read as follows:

          "10.4     Costs and Expenses.  The Company shall:

               (a)  whether or not the transactions
     contemplated hereby are consummated, pay or reimburse
     BofA (including in its capacity as Administrative
     Agent) within five Business Days after demand (subject
     to subsection 4.1(e)) for all costs and expenses
     incurred by BofA (including in its capacity as
     Administrative Agent) and each Bank in connection with
     the development, preparation, delivery, administration
     and execution of, and any amendment, supplement, waiver
     or modification to (in each case, whether or not
     consummated), this Agreement, any Loan Document and any
     other documents prepared in connection herewith or
     therewith, and the consummation of the transaction
     contemplated hereby and thereby including reasonable
     Attorney Costs and reasonable fees and costs of Other
     Professionals incurred by BofA (including in its
     capacity as Administrative Agent) with respect thereto;
     and; provided, however, prior to the occurrence of an
     Event of  Default, (i) Other Professionals shall be
     retained only at the request of Majority Banks, (ii)
     the selection of such Other Professionals and their
     role shall be mutually acceptable to the Company and
     the Administrative Agent and (iii) the Company's
     liability for the fees and costs of Other Professionals
     shall not exceed $100,000;

               (b)  pay or reimburse the Administrative
     Agent, the Arranger and each Bank within five Business
     Days after demand (subject to subsection 4.1(e)) for
     all costs and expenses (including reasonable Attorney
     Costs and all reasonable fees and costs of Other
     Professionals) incurred by them in connection with the
     enforcement, attempted enforcement, or preservation of
     any rights or remedies under this Agreement or any
     other Loan Document during the existence of an Event of
     Default or after acceleration of the Loans (including
     in connection with any "workout" or restructuring
     regarding the Loans, and including in any Insolvency
     Proceeding or appellate proceeding).  For purposes of
     this Section 10.4, the term "Other Professionals"
     means, collectively, all accountants and consultants
     employed, retained or internally used by the
     Administrative Agent, the Arranger or any Bank in
     performing any of its rights, duties or obligation or
     in asserting any of its rights or remedies under this
     Agreement or any Loan Document."

3.          Representations and Warranties.  The Company
represents and warrants to the Banks, the Administrative
Agent and the Co-Agent:

3.1          Authorization.  The execution, delivery and
performance of this Sixth Amendment by the Company has been
duly authorized by all necessary corporate action by the
Company and has been duly executed and delivered by the
Company.

3.2          Binding Obligation.  This Sixth Amendment and the
Agreement are legal, valid and binding agreements of the
Company, enforceable in accordance with their respective
terms, except to the extent enforceability thereof may be
limited by applicable law relating to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
relating to or limiting creditors' rights generally or by
the application of general principles of equity.

3.3          No Legal Obstacles to Agreements.  Neither the
execution of this Sixth Amendment, the making by the Company
of any borrowings under the Agreement, nor the performance
of the Agreement by the Company has constituted or resulted
in or will constitute or result in a breach of the
provisions of any material agreement, or the violation of
any Requirement of Law, or result in the creation under any
material agreement of any security interest, lien, charge,
or encumbrance upon any of the assets of the Company, except
as contemplated by the Agreement.  No approval or
authorization of any Governmental Authority is required to
be obtained by the Company to permit the execution, delivery
or performance by the Company of this Sixth Amendment, the
Agreement as amended hereby, or the transactions
contemplated hereby or thereby, or the making of any
borrowing by the Company under the Agreement, except as set
forth on Schedule 5.3 to the Agreement.

3.4          Incorporation of Certain Representations.  The
representations and warranties set forth in Article V of the
Agreement are true and correct in all material respects on
and as of the date hereof as though made on and as of the
date hereof except to the extent such representations and
warranties expressly relate to an earlier date, in which
case such representations and warranties were true and
correct in all material respects on and as of such earlier
date.

3.5          Default.  No Default or Event of Default under the
Agreement has occurred and is continuing.

4.          Conditions, Effectiveness.  The effectiveness of
this Sixth Amendment shall be subject to the compliance by
the Company with its agreements herein contained, and to the
delivery of the following to Administrative Agent in form
and substance satisfactory to Administrative Agent:

4.1          Authorized Signatories.  A certificate, signed by
the Secretary or an Assistant Secretary of the Company and
dated the date of this Sixth Amendment, as to the incumbency
of the person or persons authorized to execute and deliver
this Sixth Amendment and any instrument or agreement
required hereunder on behalf of the Company.

4.2          Authorizing Resolutions.  A certificate, signed by
the Secretary or an Assistant Secretary of the Company and
dated the date of the Sixth Amendment, authorizing the
transactions contemplated by this Sixth Amendment.

4.3          Amendment Fee.  Payment to the Administrative
Agent, for the pro rata benefit of each Bank approving this
Sixth Amendment, of an amendment fee in the amount of
$125,000.

4.4          Other Evidence.  Such other evidence with respect
to the Company or any other person as the Administrative
Agent or any Bank may reasonably request to establish the
consummation of the transactions contemplated hereby, the
taking of all corporate action in connection with this Sixth
Amendment and the Agreement and the compliance with the
conditions set forth herein.

5.          Miscellaneous.

5.1          Effectiveness of the Agreements.  Except as hereby
amended, the Agreement shall remain in full force and
effect.

5.2          Waivers.  This Sixth Amendment is specific in time
and in intent and does not constitute, nor should it be
construed as, a waiver of any other right, power or
privilege under the Agreement, or under any agreement,
contract, indenture, document or instrument mentioned in the
Agreement; nor does it preclude any exercise thereof or the
exercise of any other right, power or privilege, nor shall
any future waiver of any right, power, privilege or default
hereunder, or under any agreement, contract, indenture,
document or instrument mentioned in the Agreement,
constitute a waiver of any other default of the same or of
any other term or provision.

5.3          Counterparts.  This Sixth Amendment may be
executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute
one and the same instrument.  This Sixth Amendment shall not
become effective until the Company, the Banks, the
Administrative Agent and the Co-Agent shall have signed a
copy hereof, and the HealthLink shall have consented hereto,
whether the same or counterparts, and the same shall have
been delivered to the Administrative Agent.

5.4          GOVERNING LAW.  THIS SIXTH AMENDMENT, AND ANY
INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER, SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF
ILLINOIS; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE
BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     IN WITNESS WHEREOF, the parties hereto have caused this
Sixth Amendment to be duly executed and delivered by their
proper and duly authorized officers as of the day and year
first above written.

                              RIGHTCHOICE MANAGED CARE, INC.


                              By:    /s/ Sandra Van Trease
                              Title: EVP and COO


                              By:    /s/ John A. O'Rourke
                              Title: President and CEO

                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION, as
                              Administrative Agent


                              By:    /s/ Janice Hammond
                              Title: Vice President, Agency Specialist

                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION, as a
                              Bank


                              By:    /s/ Edward S. Han
                              Title: Vice President

                              NATIONSBANK, N.A., as Co-Agent
                              and as a Bank


                              By:    /s/ Forest Scott Singhoff
                              Title: Senior Vice President

                              THE BANK OF NOVA SCOTIA


                              By:    /s/ W.J. Brown
                              Title: Vice President

                              MERCANTILE BANK NATIONAL
                              ASSOCIATION


                              By:    /s/ Ann L. Vazquez
                              Title: Vice President

                              BANK OF MONTREAL


                              By:
                              Title:

                    CONSENT OF GUARANTOR


     The undersigned, as guarantor of the obligations of
RightChoice Managed Care Inc. (the "Company") under the
HealthLink Guaranty dated as of August 10, 1995, hereby
consents to the foregoing Sixth Amendment to Credit
Agreement dated as of even date herewith and confirms that
the HealthLink Guaranty remains in full force and effect
after giving effect thereto and represents and warrants that
there is no defense, counterclaim or offset of any type or
nature thereunder.  Capitalized terms used herein have the
meanings specified in the foregoing Sixth Amendment.

Dated as of September 30, 1997

                              HEALTH LINK, INC.


                              By:    /s/ John A. O'Rourke
                              Title: Chairman of the Board

                        SCHEDULE 2.1

               COMMITMENTS AND PRO RATA SHARES


                 Bank            Commitment       Pro Rata Share

          Bank of America
          National Trust and
          Savings Association    $ 16,000,000           32%

          NationsBank, N.A.      $ 14,000,000           28%
             
          Bank of Montreal       $  8,000,000           16%
             
          The Bank of                                   
          Nova Scotia            $  8,000,000           16%

          Mercantile
          Bank National
          Association            $   4,000,000           8%

                TOTAL            $  50,000,000         100%