Exhibit 10.61
                              
                             1998
                         ABCBS/BCBSMo
                          Incentive
                             Plan




                        President/CEO



                                             
                              
                              
               The ABCBS/BCBSMo Incentive Plan
                              
                         Eligibility
                              
The 1998 ABCBS Incentive Plan (AIP) and the 1998 BCBSMo
Management Incentive Plan (MIP) are short-term incentive
programs designed to reward the key management team for the
achievement of financial and individual goals.  As this
program is designed exclusively for the President/CEO of
both companies, it is a combination of the ABCBS's and
BCBSMo's incentive plans.



   ABCBS and BCBSMo reserve the right to update, modify or
repeal this program, permanently or temporarily, if it is in
      the best interest of the companies to do so.  The
description of this program contained in this booklet should
 not be construed to imply that it is an employment contract
                   for any period of time.
                              


                 Overall Program Description


For 1998, 50% of your annual incentive opportunity will be
based upon ABCBS corporate financial performance, and 50%
will be based on BCBSMo corporate financial performance.
Two incentive pools, one for each company's performance,
have been established to determine your total incentive
opportunity.

The key element in determining the size of your incentive
pools are: the overall corporate financial performance as
measured by ABCBS's 1998 net income and by BCBSMo's 1998
operating income.

Your total target incentive pool is 43% of your base salary.
The target pools attributed to ABCBS and BCBSMo are 21.5%
and 21.5%, respectively.

ABCBS's incentive payment and BCBSMo's incentive payment
will be calculated separately, and then combined into your
total incentive payout.


                              
                  ABCBS Incentive Component


                    ABCBS Incentive Pool
                              
The key element in determining the size of your ABCBS
incentive pool is the overall corporate financial
performance as measured by the company's 1998 net income.
Your maximum incentive payment will be determined by the
company's financial performance according to the incentive
pool chart below.  The actual amount paid will ultimately
depend on the accomplishment of the corporate financial goal
(net income) and individual goals.

Net income of $1.8 million must be achieved for any payout
to occur.  There will be no incentive payment for
performance below the threshold level.

In 1998, the incentive pool size is expressed as a
percentage of your base salary as of December 31, 1998.


                ABCBS Incentive Pool Funding

                    Threshold      Target      Maximum
                                                  
Net Income:*           $1.8         $5.5        $8.3
                     million       million     million
                                                  
Pool Size as a %                                  
of                      7%          21.5%        33%
base salary:

                              
    *Net income is ABCBS total income, excluding one time
                          charges.
           Source: Corporate Financial Statements
                              
        Note: Performance results for the pool will be
                        interpolated.
                              
                 BCBSMo Incentive Component


                    BCBSMo Incentive Pool
                              
The key element in determining the size of your BCBSMo
incentive pool is the overall corporate financial
performance as measured by the company's 1998 operating
income. Your maximum incentive payment will be determined by
the company's financial performance according to the
incentive pool chart below.  The actual amount paid will
ultimately depend on the accomplishment of the corporate
financial goal (operating income) and individual goals.

Operating income of $1.25 million must be achieved for any
payout to occur.  There will be no incentive payment for
performance below the threshold level.

In 1998, the incentive pool size is expressed as a
percentage of your base salary as of December 31, 1998.


                BCBSMo Incentive Pool Funding
                              
                                                   
                      Threshold     Target      Maximum
                                                   
Operating Income:*      $1.25       $2.00        $2.75
                       million     million      million
                                                   
Pool Size as a %                                   
of                       7%         21.5%         33%
base salary:

                              
 *Operating Income is income excluding non-reoccurring items
   as reported on the BCBSMo monthly financial statement.
     Specific exclusions include investment income/loss,
        extraordinary income and expenses, and taxes.
                              
Note: Performance results for the pool will be interpolated.

             Corporate and Individual Incentives

The following description applies to both the ABCBS and
BCBSMo components of the incentive plan.  This describes the
split between corporate and individual incentives.

Corporate Financial Incentive - 75% of your incentive
payment is based solely on the accomplishment of the
corporate financial goal, i.e., you receive 75% of the
incentive payment based on the Incentive Pool charts for
ABCBS and BCBSMo.

Individual Incentive - Additionally, 25% of your incentive
payment is based on the accomplishment of individual goals.
Corporate financial goal results (ABCBS net income and
BCBSMo operating income) will determine the incentive pools
available for individual goal accomplishment.  Corporate
financial goal thresholds must be met before any payout for
individual goals will occur.

Your individual goals will be specific and/or unique
discretionary goals that will be tied to and support the
overall corporate goals.  These goals may be individual or
team goals that focus on key projects, productivity,
quality, process improvement, or organizational
effectiveness, to which all participants contribute.  All
discretionary goals must be approved by the Compensation
Committee of the Board.

Achievement of all individual goal targets will result in a
payout equal to 100% of your potential payout for individual
goals. (The potential payout is based on the available pool
created by corporate financial performance.)  The maximum
payout for individual goal performance, 150% of your
potential payout for individual goals, may be achieved based
on exceptional performance against individual goals.

Minimum Incentive Payout --  There is no minimum incentive
for 1998.

                Administration of the Program
                              
Year-end corporate financial results for 1998 are expected
to be available by March 1999. Once known, your performance
results as measured against your individual discretionary
goals should be forwarded to the Compensation Committee of
the Board for approval.  After receiving all necessary
information, Human Resources will calculate the incentive
payments with payout expected to occur in March 1999,
following acceptance and approval by the Board of Directors
or their designee.

Incentives for those who are promoted into a management
position, move from one management level to another, or move
out of a management position and into another position
within the company, will be prorated according to the number
of full months spent in the eligible position(s).
Incentives for those newly hired into positions eligible for
the AIP/MIP will be calculated using the participant's hire
date.

          Administration of the Program (continued)

The size of the financial and individual performance
components is expressed as a percentage of your base salary
as of December 31, 1998.  If the participant moves into or
out of an eligible position, or moves from one AIP/MIP level
to another, (ex. Vice President to Senior Vice President),
the incentive pool will be based on the participant's base
salary for the time spent in that position or at that level.
The actual amount paid will ultimately depend on the
accomplishment of financial and individual goals.

If an eligible participant receives a performance rating of
DNM (Does Not Meet Standards) at his or her annual
performance review, he or she will become ineligible to
receive an incentive payment for that year.

A participant whose employment is terminated for any reason
during 1998 will be ineligible to receive a payment under
this plan.  The only exception to this relates to death
while employed.  In this case, the incentive payment will be
prorated according to the number of full months the
participant spent in the position(s), and then paid to the
participant's beneficiary, as specified in the company
provided life insurance policy.

If you have any questions about the AIP/MIP, contact Joe
Jones, Incentive Compensation Analyst in Human Resources at
(314) 923-4947.