Contact:  Deb Wiethop  (314) 923-4767
          Mary Barber  (314) 290-2013

      Blue Cross Blue Shield of Missouri Provides Update on
                      Settlement Agreement

ST. LOUIS, October 28, 1999-Blue Cross and Blue Shield of
Missouri, the Missouri Department of Insurance and the Missouri
Attorney General, representing the state as well as the interests
of over 90 consumer groups, presented their support today of the
proposed settlement agreement at a public hearing before Cole
County Circuit Judge Thomas Brown.  Blue Cross and Blue Shield of
Missouri is parent company of RightCHOICE Managed Care, Inc.
(NYSE:RIT).
     The settlement agreement is intended to resolve outstanding
litigation on regulatory issues and would create Missouri's
largest health care foundation, the Missouri Foundation for
Health, and result in RightCHOICE's reorganization as a fully for-
profit Blue Cross and Blue Shield licensee.
     At today's proceedings, Judge Brown suggested that the
settlement agreement does not produce full value for the public.
The judge also indicated that the Special Master has not had
adequate time to review all alternatives to the settlement
agreement and indicated that the Special Master should continue
to do so on an expedited basis.
     On November 4, 1998, Judge Brown appointed Robert Russell, a
Sedalia, Missouri, trial attorney, to act as a Special Master and
review the settlement agreement.  The Special Master issued two
reports, the second dated October 8, 1999, which recommended
disapproval of the settlement agreement because it did not give
the foundation the right to force the sale of RightCHOICE.
     "The independence of the Missouri Foundation for Health and
RightCHOICE is fundamental to delivering value through this
settlement, because it protects the Blue Cross and Blue Shield
trademarks and provides the foundation with the opportunity to
achieve up to
$70 million in savings through a tax-free transaction," stated
John O'Rourke, President and
Chief Executive Officer of Blue Cross and Blue Shield of
Missouri.  "Forcing the sale of RightCHOICE would not offer the
best opportunity to maximize value and is not in the best
interest of our members, our shareholders or the community."
     Although the judge refused to allow testimony at the
hearing, the parties did briefly state their support. Among the
points presented by the proponents of the settlement during
today's hearing were:

* The terms of this agreement are fair, reasonable and in the
  public interest of all Missourians.  The settlement reflects a
  broad consensus of Blue Cross and Blue Shield of Missouri, the
  Attorney General, the Department of Insurance and over 90
  organizations representing more than 1 million Missourians who
  agree that it offers full value to the public for the assets now
  held by Blue Cross and Blue Shield Missouri.

* The means for the foundation to sell its RightCHOICE stock
  as established within the settlement agreement will afford the
  best opportunity to realize full value for the Missouri
  Foundation for Health.

* The settlement agreement provides the means to maximize
  value of the RightCHOICE stock once the settlement is
  consummated, through the orderly divestiture of RightCHOICE stock
  by the Missouri Foundation for Health over time or through the
  sale of all of the stock in a single transaction by the action of
  the Board of Directors of RightCHOICE with the counsel and
  approval of the foundation.  The contrary position expressed by
  the Special Master in his second report is not supported by the
  evidence.

* The proposed settlement agreement provides for the
  independence of the Missouri Foundation for Health from the
  RightCHOICE entity, which will be a fully for-profit Blue Cross
  and Blue Shield licensee. The Missouri Foundation for Health
  would be a not-for-profit entity that would serve the health care
  needs of the underserved and uninsured in Missouri.

* This settlement agreement should be judged on its merits and
  approved.

           The case underlying the settlement continues on appeal
in the Missouri Supreme Court, which has ordered Judge Brown to
finally dispose of the settlement agreement, either by approving
it or disapproving it, by Nov. 9, 1999.

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

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

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