Exhibit 3.1.2

                                       State of Missouri
   [SEAL OF THE              Rebecca McDowell Cook, Secretary of State
SECRETARY OF STATE]           P.O. Box 778, Jefferson City, MO  65102

                                     Corporation Division


             Amendment of Articles of Incorporation
                 (To be submitted in duplicate)

Pursuant to the provisions of The General and Business
Corporation Law of Missouri, the undersigned Corporation
certifies the following:

1.   The present name of the Corporation is RightCHOICE Managed
  Care, Inc.

  The name under which it was originally organized was N/A.

2.   An amendment to the Corporation's Articles of Incorporation
  was adopted by the shareholders on May 11, 1999.

3.   Article Number VI is amended to read as follows:
     Section 3 - See Attached.

4.   Of the A - 3,710,426  /  B - 14,962,500 shares outstanding, all
  of such shares were entitled to vote on such amendment.

  The number of outstanding shares of any class entitled to vote
  thereon as a class were as follows:

         Class            Number of Outstanding Shares
           A                    3,710,426
           B                   14,962,500

5.   The number of shares voted for and against the amendment was
  as follows:

    Class        No. Voted     No. Voted    Abstained
                    For         Against
      A          2,626,226       77,896       8,205
(one vote per
    share)
      B          14,962,500
(ten votes per
    share)

6.   If the amendment changed the number or par value of authorized
  shares having a par value, the amount in dollars of authorized
  shares having a par value as changed is:

          N/A

  If the amendment changed the number of authorized shares
  without par value, the authorized number of shares without par
  value as changed and the consideration proposed to be received
  for such increased authorized shares without par value as are
  to be presently issued are:

            N/A

7.   If the amendment provides for an exchange, reclassification,
  or cancellation of issued shares, or a reduction of the number of
  authorized shares of any class below the number of issued shares
  of that class, the following is a statement of the manner in
  which such reduction shall be effected:

          N/A

       Article VI Section 3 of the corporation's Articles of
  Incorporation shall be deleted in its entirely and shall read
  in its entirety as follows:

       Section 3.  The number of directors to constitute the
  Board of Directors, other than those who may be elected by the
  holders of any Preferred Stock or series thereof, shall be
  seven (7); provided, however, that such number may be fixed,
  from time to time, by, or in the manner provided in, the
  Bylaws of the Corporation, but shall not be less than three
  (3), and any such change shall be reported to the Secretary of
  State of the State of Missouri within thirty (30) calendar
  days of such change.  The directors shall be divided into
  three classes, to be designated as Class I, Class II and Class
  III, with the number of directors in each class to be as
  nearly equal in number as the then total number of directors
  constituting the whole Board permits and with the terms of
  office of one class expiring each year.  The term of office of
  the current Class I Directors shall expire at the annual
  meeting of shareholders in 2001 and when their respective
  successors are elected and qualified or upon their earlier
  resignation or removal.  The term of office of the current
  Class II Directors shall expire at the annual meeting of
  shareholders in 2002 and when their respective successors are
  elected and qualified or upon their earlier resignation or
  removal.  The term of office of the current Class III
  Directors shall expire at the annual meeting of shareholders
  in 2000 and when their respective successors are elected and
  qualified or upon their earlier resignation or removal.
  Notwithstanding the forgoing, and except as otherwise required
  by law, whenever the holders of any one or more series of
  Preferred Stock shall have the right, voting separately as a
  class, to elect one or more directors of the Corporation, the
  terms of the director or directors elected by such holders
  shall expire at the next succeeding annual meeting of
  shareholders.  Subject to the foregoing, at each annual
  meeting of shareholders the successors of the class of
  directors whose term shall then expire shall be elected to
  hold office for a term expiring at the third succeeding annual
  meeting and until their respective successors shall be duly
  elected and qualified or until their earlier resignation or
  removal.



   Filed and Certificate
         ISSUED
      Jun 01, 1999
/s/ Rebecca McDowell Cook
    SECRETARY OF STATE


                   CERTIFICATE OF AMENDMENT OF
                    ARTICLES OF INCORPORATION
                               OF
                 RIGHTCHOICE MANAGED CARE, INC.


     The  undersigned, RightCHOICE Managed Care, Inc., a Missouri
corporation (the "Corporation"), for the purpose of amending  the
Articles of Incorporation of the Corporation, in accordance  with
The General and Business Corporation Law of Missouri, does hereby
make  and  execute this Certificate of Amendment of  Articles  of
Incorporation and does hereby certify that:

     I.    The  name  of  the Corporation is RightCHOICE  Managed
Care, Inc.

     II.   The  amendment  set forth below  was  adopted  by  the
shareholders of the Corporation on July 25, 1994.

     III. The following resolution of the shareholders sets forth
the amendment adopted:

          RESOLVED,     that     subdivision     (2)      of
     subsection  2.C.(i) of Article IV shall be  deleted  in
     its  entirety,  and  the  text of  subdivision  (1)  of
     subsection 2.C.(i), except for the "(1)" preceding such
     text  which  shall be deleted, shall  become  the  sole
     provision in such subsection and such subsection  shall
     read in its entirety as follows:

               (i)   Right to Convert.  Each share  of
          Class  B Common Stock may, at the option  of
          the  holders thereof, at any time after  the
          date of issuance of such share, be converted
          into  one fully paid and nonassessable share
          of Class A Common Stock.

     IV.   The  number of shares of Class B Common Stock  of  the
Corporation outstanding and entitled to vote on the amendment was
one  hundred (100).  There were no shares of Class A Common Stock
of the Corporation outstanding.

     V.    The  foregoing amendment was, in accordance  with  the
provisions  of  The  General  and  Business  Corporation  Law  of
Missouri,  adopted  by  written consent  signed  by  all  of  the
shareholders  of the Corporation entitled to vote  thereon,  such
consent  having the same force and effect as a unanimous vote  of
the  shareholders  thereon at a meeting duly held.   Accordingly,
the  number  of shares of Class B Common Stock of the Corporation
voted  for the amendment was one hundred (100) and the number  of
such  shares voted against the amendment was zero.  No shares  of
Class A Common Stock of the Corporation were voted.

     IN  WITNESS WHEREOF, this Certificate of Amendment has  been
executed  on behalf of the Corporation by its Vice President  and
by its Secretary as of July 26, 1994.

                              RIGHTCHOICE MANAGED CARE, INC.

                              By: /s/ Edward J. Tenholder
                                 Name:  Edward J. Tenholder
                                 Title:  Vice President

(CORPORATE SEAL)

ATTEST


/s/ Janice C. Forsyth
Janice C. Forsyth
Secretary


STATE OF MISSOURI   )
                    )  SS.
COUNTY OF ST. LOUIS )

     I, Marilyn L. Geile, a notary public, do hereby certify that
on  this  26th day of July, 1994, personally appeared  before  me
Edward  J. Tenholder, who being by me first duly sworn,  declared
that  he is the Vice President of the Corporation, that he signed
the  foregoing certificate as Vice President of the  Corporation,
and that the statements therein contained are true.


                              /s/ Marilyn L. Geile
                              Notary Public
(NOTARIAL SEAL)

My commission expires:   12-11-97


                    ARTICLES OF INCORPORATION

                               OF

                 RIGHTCHOICE MANAGED CARE, INC.

     The  undersigned,  being a natural  person  of  the  age  of
eighteen  years or more, for the purpose of forming a corporation
under The General and Business Corporation Law of Missouri,  does
hereby adopt the following Articles of Incorporation:

                            ARTICLE I

     The name of the Corporation is:

                 RightCHOICE Managed Care, Inc.

                           ARTICLE II

     The  address,  including street and number, of  its  initial
registered  office  in  the State of Missouri  is  1831  Chestnut
Street,  St.  Louis, Missouri 63103-2275, and  the  name  of  its
initial registered agent at such address is Janice C. Forsyth.

                           ARTICLE III

     The purpose for which the Corporation is formed is to engage
in  any  lawful business for which corporations may be  organized
under The General and Business Corporation Law of Missouri.

     In  addition to the powers and privileges conferred upon the
Corporation  by law and those incidental thereto, the Corporation
shall  possess  and  may exercise all the powers  and  privileges
which  are  necessary or convenient to the conduct, promotion  or
attainment of the business or purposes of the Corporation.

                           ARTICLE IV

     Section 1.  The aggregate number of shares of all classes of
stock which the Corporation shall have the authority to issue  is
250,000,000 of which (i) 125,000,000 shares, of the par value  of
$.01 per share, shall be denominated "Class A Common Stock," (ii)
100,000,000 shares, of the par value of $.01 per share, shall  be
denominated "Class B Common Stock," and (iii) 25,000,000  shares,
of  the  par  value  of  $.01  per share,  shall  be  denominated
"Preferred Stock."

     Section 2.  Except as otherwise provided in this Article IV,
Class A Common Stock and Class B Common Stock shall have the same
rights and privileges and shall rank equally, share ratably,  and
be  identical in all respects as to all matters. The  holders  of
Class  A  Common  Stock and the holders of Class B  Common  Stock
shall  have the following rights and preferences, subject to  the
rights  and  preferences of the holders of  Preferred  Stock,  as
determined  by the Board of Directors pursuant to  Section  4  of
this Article IV:

          A.   Dividends.

          The holders of Class A Common Stock and the holders  of
Class B Common Stock shall be entitled to receive such dividends,
payable in cash or otherwise, as may be declared thereon  by  the
Board  of  Directors from time to time out of assets or funds  of
the  Corporation  legally available therefor; provided,  however,
that no cash dividend may be declared and paid to the holders  of
Class A Common Stock unless at the same time the Board shall also
declare  and  pay to the holders of Class B Common Stock  a  cash
dividend  in  the  same  amount per share as  the  cash  dividend
declared  and  paid to the holders of Class A Common  Stock;  and
provided, further, that no cash dividend may be declared and paid
to  the  holders of Class B Common Stock unless at the same  time
the  Board shall also declare and pay to the holders of  Class  A
Common Stock a cash dividend in the same amount per share as  the
cash  dividend declared and paid to the holders of Class B Common
Stock.  In  the  case  of  dividends  payable  in  stock  of  the
Corporation, which occur after the date shares of Class A  Common
Stock  are first issued by the Corporation, such dividends  shall
be  declared  at the same rate per share on Class A Common  Stock
and Class B Common Stock, but only shares of Class A Common Stock
shall  be  distributed with respect to Class A Common  Stock  and
only  shares  of  Class B Common Stock shall be distributed  with
respect to Class B Common Stock.

          B.   Voting.

               (i)   On  all matters upon which shareholders  are
     entitled  or  permitted to vote, every  holder  of  Class  A
     Common Stock shall be entitled to one (1) vote in person  or
     by  proxy for each share of Class A Common Stock standing in
     such  shareholder's  name  on  the  transfer  books  of  the
     Corporation, and every holder of Class B Common Stock  shall
     be entitled to ten (10) votes in person or by proxy for each
     share of Class B Common Stock standing in such shareholder's
     name on the transfer books of the Corporation.

               (ii) Except as may otherwise be required by law or
     these Articles of Incorporation, all actions submitted to  a
     vote of the shareholders shall be voted on by the holders of
     Class A Common Stock and the holders of Class B Common Stock
     voting together as a single class.

               (iii)     The holders of Class A Common Stock  and
     the holders of Class B Common Stock shall vote separately as
     classes  with  respect to amendments to  these  Articles  of
     Incorporation  that  change  the designations,  preferences,
     limitations  or relative rights of their respective  classes
     of  stock  and  with respect to such other  matters  as  may
     require   class  votes  under  The  General   and   Business
     Corporation  Law  of  Missouri, and if such  class  vote  is
     required,  the  holders  of  a  majority  (or  such   higher
     proportion as may be required by law) of the shares of  each
     such class must be voted affirmatively to approve any matter
     requiring such separate class vote.

               (iv) So long as shares of Class B Common Stock are
     outstanding,  the  Corporation  shall  not,  without   first
     obtaining the approval by vote of the holders of a  majority
     of  the then outstanding shares of Class B Common Stock, (a)
     issue any shares of Class A Common Stock if, as a result  of
     such  issuance,  the  votes represented by  the  outstanding
     shares  of  Class  B  Common Stock shall  not  constitute  a
     majority of the votes represented by the outstanding  shares
     of  Class  A  Common  Stock and Class B Common  Stock  taken
     together  as  a  single class, or (b) issue  any  shares  of
     Preferred Stock.

               (v)   With respect to all matters submitted  to  a
     vote  of  the  shareholders of the Corporation  pursuant  to
     these  Articles  of  Incorporation, the Bylaws,  by  law  or
     otherwise,  and  subject  to  subsection  2.B(iii)  of  this
     Article   IV,  every  reference  to  a  majority  or   other
     proportion   of  shares  of  stock  in  these  Articles   of
     Incorporation,  the  Bylaws  or  The  General  and  Business
     Corporation Law of Missouri shall be interpreted to refer to
     such  majority or other proportion of the Total Voting Power
     of  such  shares of stock, where (A) the term "Total  Voting
     Power"  shall  mean  the  aggregate  of  all  votes  of  all
     outstanding  shares of all classes of capital stock  of  the
     Corporation  then entitled to vote, and (B)  each  share  of
     capital stock shall have the number of votes granted  to  it
     pursuant to this Article IV.

               (vi)  No  holder  of Class A Common  Stock  or  of
     Class   B   Common  Stock  shall  be  entitled  to  exercise
     cumulative voting in the election of directors and, thus, no
     shareholder  entitled to vote in the election  of  directors
     shall  have the right to cast as many votes in the aggregate
     as  shall  equal the number of votes held by the shareholder
     in the Corporation, multiplied by the number of directors to
     be  elected  at  the  election, for  one  candidate,  or  to
     distribute such votes among two or more candidates.

          C.   Conversion.

               (i)  Right to Convert.

                    (1)   Each share of Class B Common Stock may,
          at the option of the holders thereof, at any time after
          the  date of issuance of such share, be converted  into
          one  fully  paid  and nonassessable share  of  Class  A
          Common Stock.

                    (2)  Each share of Class B Common Stock shall
          automatically  be  converted into one  fully  paid  and
          nonassessable share of Class A Common Stock immediately
          upon  the sale, transfer, or other disposition of  such
          share  of  Class B Common Stock by the original  holder
          thereof, other than a sale, transfer or disposition  by
          such  original holder to its successor in interest,  in
          which   case  such  successor  in  interest  shall   be
          considered  the  original  holder  of  such  shares  of
          Class   B   Common   Stock   for   purposes   of   this
          subsection C(i)(2).

               (ii)  Mechanics of Conversion.  Before any  holder
     of  Class  B  Common Stock shall be entitled to convert  the
     same  into shares of Class A Common Stock, such holder shall
     surrender  the  certificate or certificates  therefor,  duly
     endorsed,  at  the  office  of the  Corporation  or  of  any
     transfer agent for the Class B Common Stock, and shall  give
     written  notice by mail, postage prepaid, to the Corporation
     at  its  principal  corporate office,  of  the  election  to
     convert  the same and shall state therein the name or  names
     in  which  the  certificate or certificates  for  shares  of
     Class  A  Common  Stock are to be issued.   The  Corporation
     shall,  as soon as practicable thereafter, issue and deliver
     at such office to such holder of Class B Common Stock, or to
     the  nominee  or  nominees of such holder, a certificate  or
     certificates  for  the number of shares of  Class  A  Common
     Stock  to  which such holder shall be entitled as aforesaid.
     Such   conversion  shall  be  deemed  to  have   been   made
     immediately  prior to the close of business on the  date  of
     such  surrender of the shares of Class B Common Stock to  be
     converted, and the person or persons entitled to receive the
     shares of Class A Common Stock issuable upon such conversion
     shall  be  treated for all purposes as the record holder  or
     holders  of such shares of Class A Common Stock as  of  such
     date.  No adjustments in respect of dividends shall be  made
     upon  the  conversion of any share of Class B Common  Stock;
     provided,  however,  that  if a  share  shall  be  converted
     subsequent to the record date for the payment of a  dividend
     or  other distribution on shares of Class B Common Stock but
     prior  to such payment, the registered holder of such  share
     at  the  close  of  business on such record  date  shall  be
     entitled  to  receive  the dividend  or  other  distribution
     payable  on  such  share  on such date  notwithstanding  the
     conversion  thereof or the Corporation's default in  payment
     of the dividend due on such date.  The Corporation covenants
     that  if any shares of Class A Common Stock required  to  be
     reserved  for  purposes  of  conversion  hereunder   require
     registration with or approval of any governmental  authority
     under any federal or state law before such shares of Class A
     Common  Stock may be issued upon conversion, the Corporation
     will cause such shares to be duly registered or approved, as
     the  case may be.  The Corporation will endeavor to list the
     shares of Class A Common Stock required to be delivered upon
     conversion  prior  to  such  delivery  upon  each   national
     securities  exchange  upon which  the  outstanding  Class  A
     Common  Stock  is listed at the time of such delivery.   The
     Corporation  covenants that all shares  of  Class  A  Common
     Stock which shall be issued upon conversion of the shares of
     Class  B  Common Stock will, upon issue, be fully  paid  and
     nonassessable and not subject to any preemptive rights.   If
     the  conversion is in connection with an underwritten  offer
     of  securities registered pursuant to the Securities Act  of
     1933,  as amended, the conversion may, at the option of  any
     holder  tendering  Class B Common Stock for  conversion,  be
     conditioned  upon  the closing with the underwriter  of  the
     sale of securities pursuant to such offering, in which event
     the  person(s)  entitled to receive  Class  A  Common  Stock
     issuable upon such conversion of Class B Common Stock  shall
     not  be  deemed to have converted such Class B Common  Stock
     until  immediately  prior to the closing  of  such  sale  of
     securities.

               (iii)      Reservation  of  Stock  Issuable   Upon
     Conversion.  The Corporation shall at all times reserve  and
     keep available out of its authorized but unissued shares  of
     Class  A  Common Stock, solely for the purpose of  effecting
     the  conversion of the shares of Class B Common Stock,  such
     number  of its shares of Class A Common Stock as shall  from
     time  to time be sufficient to effect the conversion of  all
     outstanding shares of Class B Common Stock; and, if  at  any
     time the number of authorized but unissued shares of Class A
     Common   Stock  shall  not  be  sufficient  to  effect   the
     conversion of all then outstanding shares of Class B  Common
     Stock,  in  addition  to such other  remedies  as  shall  be
     available  to the holder of such Class B Common  Stock,  the
     Corporation will take such corporate action as may,  in  the
     opinion  of  its  counsel,  be  necessary  to  increase  its
     authorized  but unissued shares of Class A Common  Stock  to
     such  number  of  shares  as shall be  sufficient  for  such
     purposes.

          D.   Subdivisions and Combinations of Shares.

          If the Corporation shall in any manner split, subdivide
or  combine  the  outstanding shares of Class A Common  Stock  or
Class  B  Common Stock, after the date shares of Class  A  Common
Stock are first issued by the Corporation, the outstanding shares
of  the  other such class of stock shall be split, subdivided  or
combined in the same manner proportionately and on the same basis
per share.

          E.   Liquidation or Dissolution.

          In   the   event   of  any  voluntary  or   involuntary
liquidation,  dissolution or winding up of the  Corporation,  the
holders of Class A Common Stock and the holders of Class B Common
Stock  shall  receive a pro rata distribution  of  any  remaining
assets  after  payment  or  provision  for  liabilities  and  the
liquidation preference on Preferred Stock, if any.

     Section  3.  The Corporation shall not issue any  shares  of
Class B Common Stock other than to Blue Cross and Blue Shield  of
Missouri ("BCBSMo"), a Missouri not-for-profit corporation, or to
BCBSMo's successor in interest.

     Section  4.  Subject to the provisions of subsection 2.B(iv)
of  this  Article  IV, the Board of Directors  is  authorized  to
provide by resolution for the issuance of shares of stock of  any
class or of any series of any class at any time and from time  to
time  and, by filing a Certificate of Designations in the  manner
from  time  to  time prescribed under the laws of  the  State  of
Missouri,  to fix and, to the extent permitted by law,  amend  or
eliminate  the voting powers, whether full, limited or no  voting
powers,   and   the  designations,  preferences   and   relative,
participating,   optional  or  other  special  rights,   if   any
(including,  without  limitation, those relating  to  redemption,
dividends,    dissolution,   conversion   and   exchange),    and
qualifications,  limitations  or  restrictions  thereof.   Unless
otherwise provided in any such resolutions, the number of  shares
of  stock of any such series to which such resolutions apply  may
be  increased (but not above the authorized number of  shares  of
the  class)  or  decreased (but not below the  number  of  shares
thereof then outstanding) by filing a Certificate of Designations
in  the manner from time to time prescribed under the laws of the
State of Missouri.

     Section  5.   No  holder  of any  shares  of  stock  of  the
Corporation shall be entitled as such, as a matter of  right,  to
subscribe  for or purchase any shares of stock of the Corporation
of  any  class,  whether now or hereafter authorized  or  whether
issued  for  cash,  property or services  or  as  a  dividend  or
otherwise,  or  to  subscribe for or  purchase  any  obligations,
bonds,  notes, debentures, other securities or stock  convertible
into  shares of stock of the Corporation of any class or carrying
or evidencing any right to purchase shares of stock of any class.

     Section  6.  Section 351.459 (as amended from time to  time)
of  The  General  and Business Corporation Law of Missouri  shall
apply  to  any business combination (as defined in such law  from
time  to time) of the Corporation with any interested shareholder
(as defined in such law from time to time) of the Corporation.

                            ARTICLE V

     The  name and place of residence of the incorporator are  as
follows:

          Name                          Residence

          Janice C.  Forsyth            1831 Chestnut Street
                                        St. Louis, Missouri 63103

                           ARTICLE VI

     Section 1.  Except as may be otherwise specifically provided
by  statute,  as  from  time  to  time  amended,  all  powers  of
management,  direction and control of the Corporation  shall  be,
and hereby are, vested in the Board of Directors.

     Section 2.  A majority of the whole Board of Directors shall
constitute a quorum for the transaction of business, and,  except
as  otherwise provided in these Articles of Incorporation or  the
Bylaws,  the  vote of a majority of the directors  present  at  a
meeting at which a quorum is then present shall be the act of the
Board.   As  used in these Articles of Incorporation,  the  terms
"whole   Board"  and  "whole  Board  of  Directors"  are   hereby
exclusively  defined  and limited to mean  the  total  number  of
directors  which the Corporation would have if the Board  had  no
vacancies.

     Section  3.   The  members of the Board of directors,  other
than  those  who may be elected by the holders of  any  Preferred
Stock or series thereof, shall be divided into three classes  (to
be  designated  as Class I, Class II and Class  III),  as  nearly
equal   in   number  as  the  then  total  number  of   directors
constituting the whole Board permits, with the terms of office of
one  Class expiring each year.  Mr. Earle H. Harbison,  Jr.   and
Mr. Roger B. Porter are hereby named as the Class I directors  to
hold  office  for  a  term  expiring at  the  annual  meeting  of
shareholders  in 1995 and until their respective  successors  are
duly elected and qualified or until their earlier resignation  or
removal; Mr. Frederic C. Brussee, Mr. Edward C. Gomes,  Jr.   and
Ronald Gene Evens, M.D. are hereby named as Class II directors to
hold  office  for  a  term  expiring at  the  annual  meeting  of
shareholders  in 1996 and until their respective  successors  are
duly elected and qualified or until their earlier resignation  or
removal;  and Mr.  William H.  T.  Bush, Mr.  Roy R.   Heimburger
and Mr. Norman J. Tice are hereby named as Class III directors to
hold  office  for  a  term  expiring at  the  annual  meeting  of
shareholders  in 1997 and until their respective  successors  are
duly elected and qualified or until their earlier resignation  or
removal.   Notwithstanding the foregoing, and except as otherwise
required  by law, whenever the holders of any one or more  series
of  Preferred Stock shall have the right, voting separately as  a
class,  to  elect  one or more directors of the Corporation,  the
terms  of the director or directors elected by such holders shall
expire  at  the  next succeeding annual meeting of  shareholders.
Subject  to the foregoing, at each annual meeting of shareholders
the  successors to the Class of directors whose term  shall  then
expire shall be elected to hold office for a term expiring at the
third  succeeding  annual  meeting  and  until  their  respective
successors  shall be duly elected and qualified  or  until  their
earlier resignation or removal.

     Section  4.   Except for directorships created  pursuant  to
Article  IV  of these Articles of Incorporation relating  to  the
rights of holders of Preferred Stock, or any series thereof,  and
except  for  vacancies in such directorships, any  newly  created
directorships  resulting  from any  increase  in  the  number  of
directors may be filled only by the Board of Directors, acting by
a  majority of the directors then in office, although less than a
quorum,  and any directors so chosen shall hold office until  the
next  election of the Class for which such directors  shall  have
been  chosen  and  until their successors shall  be  elected  and
qualified or until their respective earlier resignation,  removal
or  death.  No decrease in the number of directors shall  shorten
the term of any incumbent director.

     Section  5.  Notwithstanding any other provisions  of  these
Articles of Incorporation or the Bylaws, and notwithstanding  the
fact  that some lesser percentage may be specified by law,  these
Articles  of  Incorporation or the Bylaws, any  director  or  the
whole Board of Directors of the Corporation may be removed at any
time,  but only for cause and only upon the affirmative  vote  of
the  holders of a majority of the outstanding shares (as  defined
in   subsection  2.B(v)  of  Article  IV  of  these  Articles  of
Incorporation) of the Corporation's capital stock  then  entitled
to  vote  at  an  election  of  directors.   Notwithstanding  the
foregoing, and except as otherwise required by law, whenever  the
holders  of any one or more series of Preferred Stock shall  have
the  right,  voting separately as a class, to elect one  or  more
directors  of the Corporation, the provisions of this  Section  5
shall  not  apply with respect to the directors elected  by  such
holders of Preferred Stock.

     Section 6.  As used in these Articles of Incorporation,  the
term  "for  cause" is hereby exclusively defined and  limited  to
mean  commission of a felony or a finding by a court of competent
jurisdiction of liability for negligence, or misconduct,  in  the
performance of the director's duty to the Corporation in a matter
of   substantial  importance  to  the  Corporation,  where   such
adjudication is no longer subject to direct appeal.

     Section 7.  There shall be no qualifications for election as
directors  of  the Corporation, except that no  person  shall  be
eligible  to stand for election as a director if such person  has
been  convicted of a felony by a court of competent, jurisdiction
where such conviction is no longer subject to direct appeal.

     Section  8.   Elections of directors need not be  by  ballot
unless the Bylaws shall so provide.

     Section 9. Advance notice of nominations for the election of
directors other than nominations by the Board of Directors  or  a
committee thereof shall be given to the Corporation in the manner
provided in the Bylaws.

     Section   10.   Except  as  may  be  otherwise  specifically
provided in this Article VI, the term of office and voting  power
of each director of the Corporation shall be neither greater than
nor less than that of any other director or Class of directors of
the Corporation.

                           ARTICLE VII

     Section 1.  The original Bylaws of the Corporation shall  be
adopted in any manner provided by law.

     Section  2.   In  furtherance and not in limitation  of  the
powers  conferred by statute, the Board of Directors is expressly
authorized to make, adopt, alter, amend or repeal the  Bylaws  by
the vote of a majority of the whole Board of Directors.

     Section  3.  Notwithstanding any other provisions  in  these
Articles of Incorporation or the Bylaws, and notwithstanding  the
fact  that  some lesser percentage may be specified by  law,  the
shareholders of the Corporation shall also have the power, to the
extent such power is at the time in question conferred on them by
applicable law, to make, adopt, alter, amend or repeal the Bylaws
only  upon  the affirmative vote of the holders of a majority  of
the  outstanding  shares  (as defined  in  subsection  2.B(v)  of
Article   IV   of  these  Articles  of  Incorporation)   of   the
Corporation's  capital stock then entitled  to  vote  on  making,
adopting, altering, amending or repealing the Bylaws.

                          ARTICLE VIII

     The duration of the Corporation is perpetual.

                           ARTICLE IX

     The  Corporation may agree to the terms and conditions  upon
which  any director, officer, trustee, employee, agent or  person
in  any  comparable  office or position accepts  such  office  or
position  and in the Bylaws, by contract or in any other  manner,
may agree to indemnify and protect any such person, or any person
who  serves  at  the request of the Corporation  as  a  director,
officer, trustee, employee, agent or in any comparable office  or
position  of another corporation, partnership, limited  liability
company,  joint venture, trust, employee benefit  plan  or  other
enterprise,  to the fullest extent permitted by the laws  of  the
State  of  Missouri.  If the laws (including, without limitation,
the  statutes, case law or principles of equity, as the case  may
be) of the State of Missouri are amended or changed to permit  or
authorize broader rights of indemnification to any of the persons
referred  to  in  the  immediately preceding sentence,  then  the
Corporation  shall  be  automatically  authorized  to  agree   to
indemnify such respective persons to the fullest extent permitted
or  authorized by such law, as so amended or changed, without the
need for amendment or modification of this Article IX and without
further   action  by  the  directors  or  shareholders   of   the
Corporation.

                            ARTICLE X

     The  books of the Corporation (except any books required  to
be  kept  in the State of Missouri, pursuant to the laws thereof)
may be kept at any place within or without the State of Missouri.

                           ARTICLE XI

     Except  as  may  be  otherwise  provided  by  statute,   the
Corporation shall be entitled to treat the registered  holder  of
any shares of the Corporation as the owner of such shares and  of
all  rights  derived from such shares for all purposes,  and  the
Corporation shall not be obligated to recognize any equitable  or
other  claim to or interest in such shares or rights on the  part
of   any  other  person,  including,  but  without  limiting  the
generality  of  the  term  "person"  to,  a  purchaser,  pledgee,
assignee or transferee of such shares or rights, unless and until
such  person  becomes the registered holder of such shares.   The
foregoing  shall apply whether or not the Corporation shall  have
either  actual  or constructive notice of the claim  by,  or  the
interest of, such person.

                           ARTICLE XII

     Except  as  otherwise required by law  and  subject  to  the
rights,  if any, of the holders of Preferred Stock or any  series
thereof,  special meetings of the shareholders of the Corporation
may be called only by the Chairman of the Board of Directors, the
President  of  the  Corporation  or  the  Board  pursuant  to   a
resolution approved by a majority of the whole Board.

                          ARTICLE XIII

     In discharging the duties of their respective positions, the
Board  of Directors and/or a committee or committees of the Board
and/or individual directors (referred to hereinafter collectively
or  individually, as the case may be, as director  or  directors)
when  evaluating any Acquisition Proposal (as defined  below)  or
presenting  any  related  matter  to  the  shareholders  of   the
Corporation,  shall,  in connection with  the  exercise  of  such
directors' judgment in determining what is in the best  interests
of  the  Corporation  as  a  whole, be  authorized  to  give  due
consideration  to such factors as the directors determine  to  be
relevant, including without limitation:

          (i)  the consideration being offered in the Acquisition
     Proposal in relation to such directors' estimate of: (a) the
     current   value  of  the  Corporation  and/or   its   equity
     securities  (or relevant portion of such equity  securities)
     and/or its assets (or relevant portion of its assets)  in  a
     freely negotiated or independent transaction, whether in the
     form   of  a  merger,  consolidation,  sale  of  assets   or
     securities,   reorganization,   recapitalization,   or   any
     combination of the foregoing; (b) the current value  of  the
     Corporation  and/or  its  equity  securities  (or   relevant
     portion  of  such equity securities) and/or its  assets  (or
     relevant portion of its assets) if orderly liquidated  in  a
     complete or partial liquidation; (c) the future value of the
     Corporation  and/or  its  equity  securities  (or   relevant
     portion  of  such equity securities) and/or its  assets  (or
     relevant  portion of its assets) over a period of  years  if
     the Corporation remained an independent entity, in each case
     discounted to current value at a discount rate reflective of
     the  relevant  risk  or risks involved;  (d)  premiums  over
     market   prices   for   the  equity  securities   of   other
     corporations  in  similar  transactions;  (e)   the   future
     prospects  of  the Corporation, the earnings  potential  and
     growth  in  asset value of the Corporation over a period  of
     years,  the Corporation's short-term and/or long-term  plans
     and/or the likelihood of increasing or enhancing any or  all
     of  the foregoing if such short-term and/or long-term  plans
     are  achieved; (f) other alternatives that may be  available
     to  the  Corporation for increasing the  current  or  future
     value  of  the Corporation and/or its equity securities  (or
     relevant portion of its equity securities) and/or its assets
     (or  relevant portion of its assets); (g) opinions or advice
     rendered   by  investment  bankers,  appraisers  and   other
     valuation  professionals retained by  the  Corporation  with
     respect to such of the matters set forth in (a)-(f) above as
     may be relevant;

          (ii)   then  existing  political,  economic  and  other
     factors bearing on security prices or asset values generally
     or  the current market value of the Corporation's securities
     or assets in particular;

          (iii)       whether  the  Acquisition  Proposal   might
     violate federal, state or local laws;

          (iv)  social, legal and economic effects on any or  all
     groups     affected,    including,    without    limitation,
     shareholders, employees, suppliers, customers, creditors and
     others  having  similar relationships with the  Corporation,
     and  the  communities in which the Corporation conducts  its
     businesses;

          (v)   the financial condition and earning prospects  of
     the   Person  (as  defined  below)  making  the  Acquisition
     Proposal  including  such Person's ability  to  service  its
     debts and other existing or likely financial obligations;

          (vi) the competence, experience, integrity, intent  and
     conduct  (past,  stated and potential)  of  the  Person  (as
     defined below) making the Acquisition Proposal;

          (vii)     the short-term and long-term interests of the
     Corporation, including without limitation benefits that  may
     accrue  to the Corporation from its short-term and/or  long-
     term  plans and the possibility that these interests may  be
     best   served   by   the  continued  independence   of   the
     Corporation; and

          (viii)    all other pertinent factors.

     In  considering the foregoing factors, including  any  other
pertinent factors not listed above, such directors shall  not  be
required,  in  considering the best interests of the Corporation,
to   regard  any  corporate  interest  or  the  interest  of  any
particular  group  affected  by such action,  including,  without
limitation, the interests of shareholders of the Corporation,  as
a dominant or controlling interest or factor.

     For the purposes of this Article XIII, the term "Acquisition
Proposal", shall mean a proposal or offer of any Person (it being
understood  that  a  "Person" shall mean  any  individual,  firm,
corporation  or  other  entity): (a)  to  make  a  tender  offer,
exchange  offer or other comparable offer for any equity security
of  the  Corporation;  (b)  to effect  a  merger,  consolidation,
reorganization  or  recapitalization with  or  involving  another
Person  (as  defined  above); (c) to effect any  purchase,  sale,
lease,  exchange, mortgage, pledge, transfer or other disposition
(in  one  transaction  or  a series of transactions)  of  all  or
substantially  all  of  the assets or equity  securities  of  the
Corporation with or involving another Person (as defined  above);
(d) to effect a complete or partial liquidation or dissolution of
the  Corporation;  or  (e) to effect a Business  Combination  (as
defined   in   Section  351.459  of  The  General  and   Business
Corporation Law of Missouri, as amended from time to time).

                           ARTICLE XIV

     The  Corporation reserves the right to amend, alter,  change
or   repeal   any  provision  contained  in  these  Articles   of
Incorporation,  in  the  manner now  or  hereafter  permitted  or
prescribed by the statutes of Missouri, and all rights and powers
conferred herein are granted subject to this reservation.

     IN  WITNESS  WHEREOF,  the undersigned  has  executed  these
Articles of Incorporation as of April 13, 1994.


                              /s/ Janice C. Forsyth
                              Janice C. Forsyth,
                              Incorporator


STATE OF MISSOURI   )
                    )  SS.
COUNTY OF JACKSON   )


     I,  Suzanne C. Williams, a notary public, do hereby  certify
that  on the 13th day of April, 1994, personally appeared  before
me, Janice C. Forsyth, who being by me first duly sworn, declared
that  she  is  the  person who signed the foregoing  document  as
incorporator, and that the statements therein contained are true.



                              /s/ Suzanne C. Williams
                              Notary Public

(NOTARIAL SEAL)

My commission expires:   July 6, 1997