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

   Blue Cross and Blue Shield of Missouri and the Attorney
   General Seek Review of Settlement Agreement by Missouri
                        Supreme Court

ST. LOUIS, MO, Nov. 10, 1999 - Blue Cross and Blue Shield of
Missouri, parent company of RightCHOICE Managed Care, Inc.
(NYSE: RIT) and the Missouri Attorney General today took a
number of steps seeking review by the Missouri Supreme Court
of the settlement agreement that Cole County Circuit Court
Judge Thomas Brown III disapproved on Oct. 29, 1999.  The
settlement agreement is designed to create the Missouri
Foundation for Health, the largest health care foundation in
the state.

In a joint filing, the parties notified the Supreme Court of
the action taken by the Cole County Circuit Court in
disapproving the settlement.  The Supreme Court had earlier
directed the parties to inform it of the Cole County Circuit
Court's decision.  In that same filing, the parties asked
the Supreme Court to deem the Circuit Court's order final
for purposes of appeal, to conduct its own review of the
settlement agreement, and to stay further proceedings before
Judge Brown and Special Master Robert G. Russell until the
Supreme Court acts on the case. Judge Brown had directed
Special Master Russell to conduct further hearings to
formulate alternatives for resolution of the case while
appeals are pending.

Blue Cross, the Attorney General and the Missouri Department
of Insurance have filed an appeal of the Cole County Circuit
Court's order disapproving the settlement agreement with the
Missouri Court of Appeals for the Western District.  In a
separate filing in the Supreme Court today, the parties are
asking the Court to allow them to move for immediate
transfer of that appeal to the Supreme Court.

Representatives of several public interest groups also have
made a filing in the Missouri Supreme Court reaffirming
their support of the settlement agreement.

"This unprecedented consensus among Blue Cross and Blue
Shield, state officials and consumer groups representing
more than one million Missourians reinforces that this
settlement agreement is fair, reasonable and in the public
interest," stated John O'Rourke, president and chief
executive officer of Blue Cross and Blue Shield of Missouri
and chairman, president and chief executive officer of
RightCHOICE Managed Care, Inc.

The litigation underlying the settlement is pending before
the Missouri Supreme Court, which ordered that the trial
court "finally dispose" of the proposed settlement agreement
on, or before, Nov. 9.  Judge Brown entered an order
disapproving the settlement agreement, but stated that the
order was not yet subject to appeal.  In addition, the judge
stated that the special master he had appointed on Nov. 4,
1998, to review the settlement had not had adequate time to
review all alternatives, and ordered that the special master
continue to do so on an expedited basis.

The settlement agreement calls for Blue Cross and Blue
Shield of Missouri to reorganize and be merged with
RightCHOICE and for the creation of the state's largest
health care foundation.  In addition to the RightCHOICE
stock owned by Blue Cross and Blue Shield of Missouri, the
foundation would receive $12.78 million in cash from Blue
Cross.   In so doing, it would resolve outstanding
litigation and regulatory issues, create the Missouri
Foundation for Health, and result in RightCHOICE's
reorganization as a fully for-profit Blue Cross and Blue
Shield licensee.


Safe Harbor Statement

     "Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: Estimates and other
statements set forth herein that are not historical facts
are forward-looking statements that involve risks and
uncertainties. These risks and uncertainties include, but
are not limited to: an adverse ruling on the litigation or
other judicial action; governmental and regulatory action or
legislation; pending litigation; actions by the Blue Cross
and Blue Shield Association relating to the license to use
the Blue Cross and Blue Shield names, trademarks and service
marks; and other risks detailed in the company's Securities
and Exchange Commission filings.

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

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