Exhibit 10.61.1

                             1999
                         ABCBS/BCBSMo
                          Incentive
                             Plan




                        President/CEO
                        John O'Rourke





               The ABCBS/BCBSMo Incentive Plan

                         ELIGIBILITY

The 1999 ABCBS Incentive Plan (AIP) and the 1999 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 1999, 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 1999 net income and by BCBSMo's 1999 net
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 1999 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.

There will be no incentive payment for performance below the
threshold level.

The incentive pool size is expressed as a percentage of your
base salary as of December 31.


                ABCBS Incentive Pool Funding

                    Threshold      Target      Maximum

Net Income:*         $             $           $
                     million       million     million

Pool Size as a % of
base salary:            7%          21.5%        33%



    *Net income is ABCBS total income, excluding one time
                          charges.


        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 1999 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
and individual goals.

There will be no incentive payment for performance below the
threshold level.

The incentive pool size is expressed as a percentage of your
base salary as of December 31, 1999.


                BCBSMo Incentive Pool Funding


                      Threshold     Target      Maximum

Net Income:*           $           $            $
                       million     million      million

Pool Size as a % of
base salary:              7%         21.5%         33%


 *Net Income (after taxes) excluding one-time charges, such
 as expenses associated with the settlement with the State.

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.

                Administration of the Program

Year-end corporate financial results for 1999 are expected
to be available by March 2000. 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 2000,
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, 1999.  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
prior to March 15, 2000 will be ineligible to receive a
payment under this plan.  The only exceptions relate to
death or disability while employed.  In these cases, the
incentive payment will be prorated according to the number
of full months the participant spent in the position(s).  In
the case of death, payment will be made to the participant's
beneficiary, as specified in the company provided life
insurance policy.