Exhibit 10.36.5

               FIFTH AMENDMENT TO CREDIT AGREEMENT



          THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this
"Fifth Amendment"), dated as of February 11, 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 THE BOATMEN'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 and a Fourth Amendment to Credit
Agreement dated as of November 13, 1996 (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:

          2.1  The definition of "Applicable Margin" in
Section 1.1 of the Agreement is amended and restated in its
entirety as follows:

               "'Applicable Margin' means, for any period,
the interest rate set forth below under Applicable
Margin opposite the Debt to EBITDA Ratio as set
forth in the most recent Compliance Certificate
furnished to the Administrative Agent pursuant to
subsection 6.2(b):


               Debt to EBITDA Ratio       Applicable Margin
                                           (in basis points.
                                              per annum)
                    <1.00:1                     50.00
              >=1.00:1 but <1.50:1              75.00
              >=1.50:1 but <2.00:1              92.50
              >=2.00:1 but <2.50:1             125.00
                    >=2.50:1                   150.00

          "provided that if the Company fails to deliver a
Compliance Certificate in accordance with subsection
6.2(b), the Applicable Margin shall be 150 basis points
per annum until such Compliance Certificate is received
by the Administrative Agent.  (Used in Section 2.9)
Any change in the "Applicable Margin" shall be
effective upon receipt by the Administrative Agent from
the Company of such Compliance Certificate
demonstrating such fact; provided that, with respect to
the Loans other than Base Rate Loans, the new
Applicable Margin with respect to each such Loan shall
be effective upon the earlier of (i) the termination of
the then existing Interest Period with respect thereto
and (ii) the next Interest Payment Date for such Loan;
and with respect to Base Rate Loans, such change in the
Applicable Margin shall be effective immediately."

          2.2  Section 2.10(b) of the Agreement is amended
by deleting "or" at the end of subsection (ii) and amending
and restating subsection (iii) and inserting the following
new subsections as follows:

               "(iii)  greater than or equal to 1.5:1.0 but
less than 2.0:1.0, 0.30% per annum,

               "(iv)  greater than or equal to 2.0:1.0 but
less than 2.5:1.0, 0.35% per annum, or

               "(v)  greater than or equal to 2.5:1.0, 0.45%
per annum."

          2.3  Section 2.10(b) of the Agreement is further
amended by deleting "0.30% per annum" at the end of clause
(C) and inserting "0.45% per annum" in lieu thereof.

          2.4  Section 6.1 of the Agreement is amended by
deleting "and" at the end of subsection (b), deleting the
period at the end of subsection (c) and inserting "; and" in
lieu thereof and inserting a new subsection (d) as follows:

               "(d) as soon as possible, but not later than
30 days after the end of each calendar month, a
copy of the unaudited consolidated balance sheet
of the Company and its Subsidiaries as of the end
of such month and  the related consolidated
statement of income for the period commencing on
the first day and ending on the last day of such
month, and certified by a Responsible Officer as
fairly presenting in accordance with GAAP (subject
to ordinary, good faith year-end audit
adjustments), the consolidated balance sheet and
consolidated income of the Company and the
Subsidiaries."

          2.5  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

                2/16/97 -  6/29/97       4.95 to 1.00
                6/30/97 -  9/29/97       6.25 to 1.00
                9/30/97 - 12/30/97       3.10 to 1.00
               12/31/97 -  3/30/98       2.15 to 1.00
              3/31/98 and thereafter     2.00 to 1.00

          2.6  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

                 12/31/96                1.30 to 1.00
                  3/31/97                1.10 to 1.00
                  6/30/97                0.90 to 1.00
                  9/30/97                1.45 to 1.00
                 12/31/97                1.90 to 1.00
         3/31/98 and thereafter          2.50 to 1.00

          2.7  Section 7.12 of the Agreement is amended by
deleting "and" at the end of subsection (c) and inserting a
period in lieu thereof and deleting subsection (d) in its
entirety.


          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 Fifth 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 Fifth 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 Obstacle to Agreements.  Neither the
execution of this Fifth 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 Person is required to be
obtained by the Company to permit the execution, delivery or
performance by the Company of this Fifth 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 Fifth 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 Fifth Amendment, as to
the incumbency of the person or persons authorized to
execute and deliver this Fifth Amendment and any instrument
or agreement required hereunder on behalf of the Company.

          4.2  Amendment Fee.  Payment to the Administrative
Agent, for the benefit of each Bank approving this Fifth
Amendment, of an amendment fee equal to 10 basis points of
each such Bank's Commitment.

          4.3  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 Fifth Amendment and the Agreement and the
compliance with the conditions set forth herein.


          5.   Miscellaneous.

          5.1  Section 2(b) of Fourth Amendment.  Section
2(b) of the Fourth Amendment to Credit Agreement is of no
further force or effect.

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

          5.3  Waivers.  This Fifth 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.

          5.4  Counterparts.  This Fifth 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 Fifth Amendment shall not
become effective until the Company, the Banks, the
Administrative Agent and the Co-Agent shall have signed a
copy hereof, and HealthLink shall have consented hereto,
whether the same or counterparts, and the same shall have
been delivered to the Administrative Agent.

          5.5  GOVERNING LAW.  THIS FIFTH 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 Fifth 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: Senior Vice President and
                                          Chief Financial Officer

                                   By: /s/ Janice C. Forsyth
                                   Title: Senior Vice President and
                                          General Counsel


                                   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/ Ruth Z. Edwards
                                   Title: Vice President



                                   THE BOATMEN'S NATIONAL BANK OF
                                   ST. LOUIS, as Co-Agent and as
                                   a Bank

                                   By: /s/ Stephen Sainz
                                   Title: Corporate Banking Officer


                                   THE BANK OF NOVA SCOTIA

                                   By:
                                   Title:


                                   MERCANTILE BANK OF ST. LOUIS,
                                   N.A.

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


                                   BANK OF MONTREAL

                                   By:
                                   Title: