Exhibit 10.4.1

                      AMENDED AND RESTATED
                ADMINISTRATIVE SERVICES AGREEMENT
                                
     ADMINISTRATIVE SERVICES AGREEMENT, dated as of August 8, 1994,
is entered into by and between BLUE CROSS AND BLUE SHIELD OF
MISSOURI, a Missouri not-for-profit corporation ("BCBSMO"), and
RIGHTCHOICE  MANAGED CARE, INC., a  Missouri corporation
("RightCHOICE").

                           WITNESSETH
     WHEREAS, BCBSMo, RightCHOICE and  Healthy  Alliance Life
Insurance Company, a Missouri corporation ("HALIC"), are parties
to that certain Reorganization Agreement, dated as of August 8,
1994 (the "Reorganization Agreement");

     WHEREAS,  the  Reorganization Agreement  provides  for the
transfer of certain assets and business from BCBSMo to HALIC and
from BCBSMO to RightCHOICE upon the effective date of that
Agreement (the "Reorganization");

     WHEREAS, the Reorganization will result in BCBSMo needing
certain services so as to allow it to continue to offer the
Retained Products; and the Reorganization will result in
RightCHOICE needing certain services from BCBSMo.

      WHEREAS, RightCHOICE wishes to make available those
services which BCBSMo will require; and BCBSMo wishes to make
available those services which RightCHOICE will require;

     WHEREAS,  it  is a condition precedent to the terms  of  the
Reorganization Agreement that the parties hereto enter into  this
Agreement;

     WHEREAS, the parties hereto desire to satisfy such condition
by  entering  into this Agreement pursuant to which  the  parties
will provide certain services to each other.

     NOW,  THEREFORE, in consideration of the foregoing  premises
and  other  good  and  valuable consideration,  the  receipt  and
sufficiency  of which is hereby acknowledged, the parties  hereto
agree as follows:

                            ARTICLE I
                  DEFINITIONS AND CONSTRUCTION

      SECTION  1.01.  Definitions.  Capitalized words  and  terms
used  herein  and not otherwise defined shall have  the  meanings
assigned  to  such  words  in the Reorganization  Agreement.   In
addition,  the following words and terms shall have the following
meanings:

     "Agreement"  means this Amended and Restated  Administrative
Services  Agreement, dated as of August 8, 1994, by  and  between
BCBSMO   and   RightCHOICE,  together with all  duly   authorized
amendments hereto.

     "Confidential Information" means any information, whether or
not  reduced  to  writing, used by or belonging  or  relating  to
BCBSMo,  including, without limitation, any and all  business  or
trade   secrets,  information  relating  to  BCBSMo's  employees,
arrangements with any person, firm or company, information as  to
expenses,   sales,  revenues  and  other  financial   information
concerning   BCBSMo,   and   information   concerning    methods,
techniques, procedures and facilities employed by BCBSMO  in  the
development,  production, distribution, marketing  and  sales  of
BCBCMo's  business,  products  and services,  except  information
which is or becomes generally available to the public other  than
as  a  result  of  communication or disclosure by RightCHOICE  or
RightCHOICE's Representatives.

      "Person"   means   a  partnership,  a  joint   venture,   a
corporation,  a   trust,   a  limited   liability   company,   an
unincorporated organization and a government or any department or
agency thereof.

     "Reorganization Agreement" means that certain Reorganization
Agreement,  dated  as  of August 8, 1994, by  and  among  BCBSMo,
RightCHOICE   and  HALIC,  together  with  all  duly   authorized
amendments thereto.

     "Representatives"   means    all     agents,      employees,
representatives, directors, officers, affiliates  and  financial,
Legal  and  other  advisors of a Person, all entities  affiliated
with  such  Person,  and the agents, employees,  representatives,
directors,  officers, affiliates and financial, legal  and  other
advisors of such affiliated entities.

      "Retained  Products" means those services and products  for
which  the right to offer to individuals or groups of individuals
was  not transferred from BCBSMo to RightCHOICE or HALIC pursuant
to the terms of the Reorganization Agreement.

     "Subsequent Software Enhancements" means at any moment in
time during the term of this Agreement, all of the computer
software programs and procedures, and all related documentation,
in any and every form, then owned by or licensed to RightCHOICE;
provided, however,  that the Subsequent Software Enhancements
shall not include either  (i)  the Core  Software  or  (ii)  the
Software Enhancements.

     "Subsidiary" means any Person at least fifty percent of the
capital stock of any class of which shall, at the time as of
which any determination is being made, be owned by RightCHOICE
either directly or through Subsidiaries.

     SECTION 1.02.  Construction.  In this Agreement, unless the
context otherwise requires:
           (a)  Articles and Sections referred to by number shall
     mean  the  corresponding  Articles  and  Sections  of  this
     Agreement.
           (b)  The terms "hereby," "hereof," "hereto," "herein,"
     "hereunder," and any similar terms, as used in this
     Agreement
     refer to this Agreement, and the term "hereafter" shall
     mean after, and the term "heretofore' shall mean before the
     date of execution of this Agreement.
           (c) Words of the masculine gender shall be deemed and
      construed to include correlative words of the feminine and
      neuter genders.  Words importing the singular singular
      shall include the plural number and vice versa, and words
      importing persons shall include corporations and
      associations, including public bodies, as well as natural
      persons.

                           ARTICLE II
               PROVISION OF SERVICES AND SOFTWARE

     SECTION 2.01.  Services Provided by RightCHOICE. For the
term of this agreement, BCBSMo will engage the services of
RightCHOICE with respect to, and upon the request of BCBSMO,
RightCHOICE will  or will cause its Subsidiaries to perform, the
following functions, as well as others which may be mutually
agreed upon from time to time, as necessary or appropriate to
enable BCBSMo to continue to offer the Retained Products and
conduct its other businesses, unless otherwise mutually agreed to
by the parties:

           (a) Medical claims benefits administration,

           (b)  Utilization management services,

           (c)  Medical claims review,

           (d)  Payroll services,

           (e)  Electronic data processing services,

           (f)  Community affairs and public relations services,

           (g)  Financial reporting and accounting services,

           (h)  Cash management and investment administration,

           (i)  Advertising, sales promotion and publication of
                reports,

           (j)  Employee benefits administration,

           (k)  Services related to employment and discharge of
                personnel,

           (l)  Preparation of tax returns,

           (m)  Regulatory agency services,

           (n)  Purchase and delivery of supplies,

           (o)  Mail service,

           (p)  Telecommunications services,

           (q)  Billing and collection of premiums,

           (r)  Computer support and central data base
                maintenance,

 
           (s)  Actuarial services,

           (t)  Marketing services for the various products
                offered by BCBSMO,

           (u)  Plan performance reporting,

           (v)  BCBSA license services,

           (w)  Office and building services, and

           (x)  Sublease of office space, as provided for in the
                Sublease attached as Exhibit 1.

     SECTION 2.02.  Services Provided by BCBSMo.  For the term
of this Agreement, RightCHOICE will engage the services of BCBSMo
with respect to, and upon the request of RightCHOICE, BCBSMo will
perform the following functions, as well as others, as necessary
or appropriate to enable RightCHOICE to offer its products and
conduct its other businesses unless otherwise mutually agreed to
by the parties:

           (a) Community Relations Program,

           (b) Municipal Relations Program,

           (c) Plan Reporting to BCBSA,

           (d)  Such additional services as nay be agreed to from

               time to time.

     SECTION 2 03.  Software Licenses and Fees.

           (a)   RightCHOICE hereby grants to BCBSMo for the term
of  this  Agreement  a nonexclusive license to  use  all  of  the
Software   Enhancements  and  all  of  the  Subsequent   Software
Enhancements. During the term of this Agreement, BCBSMO shall pay
a  software  license fee to RightCHOICE in the amount of  $10,000
per month for use of the Software Enhancements and the Subsequent
Software Enhancements.
           (b)  BCBSMo  hereby  grants  to  RightCHOICE  and  its
Subsidiaries  for  the  term  of this  Agreement  a  nonexclusive
license to use all of the Core Software. During the term of  this
Agreement, RightCHOICE shall pay a software license fee to BCBSMo
for  the  use  of the Core Software in the amount of $10,000  per
month.
           (c) Any amounts due under Section 2.02(a) or (b) shall
be  paid.  or  shall  be satisfied by way of offset  against  any
obligation of the parties to each other.

      Section  2.04.  No Limitations.   There are no  contractual
limitations  on  the  parties'  ability to  perform  any  of  the
activities  set  forth in sections 2.01 and  2.02  on  their  own
behalf,  nor  on each parties' ability to utilize the  staff  and
resources  of  the  other or any subsidiary  provided  that  each
party  pays  the  other for services as provided  herein.    Each
party  shall  be  responsible for determining those  services  it
requires the other or any Subsidiary to perform and for notifying
the  other  of  any  special requirements  with  regard  to  such
services.

     SECTION  2.05.    Payment For Services.    BCBSMo  will  pay
RightCHOICE  for the cost of any services rendered to  BCSSMo  by
employees of RightCHOICE or the Subsidiary all as discussed  more
fully  in  Article III below. RightCHOICE shall credit from  such
amount   the  cost  of  any  services  rendered  by   BCBSMo   to
RightCHOICE.
     
     SECTION 2.06.  No Conflicts.  Every effort will be made to ensure
that no employee of RiqhtCHOICE, any Subsidiary or BCBSMo will be
placed in the position of having conflicting interest with regard
to RightCHOICE any subsidiary and BCSSMo; provided, however, that
the  Chief Executive Officer of BCBSMo (the "CEO") shall also  be
permitted to serve RightCHOICE in that capacity.  Subject to  the
immediately  succeeding sentence, RightCHOICE  will  pay  to  the
Chief  Executive Officer his total compensation and BCBSMo  shall
reimburse RightCHOICE for the percentage of the CEO's total  time
which   is   spent  on  BCBSMo's  affairs,  which  is   initially
established at 25%, and shall be subject to revision from time to
time   by   mutual  agreement.    The  Compensation Committee  of
RightCHOICE and the Compensation Committee of BCBSMo shall review
and determine the compensation of the CEO at least annually.  The
Benefits   Plans  in  which  RightCHOICE  is  designated   as   a
participating company do not include any bonus plans  of  BCBSMo,
and RightCHOICE will develop its own bonus plans in which the CEO
will be a participant.  The Compensation Committee of BCBSMo  and
the  Compensation  Committee of RightCHOICE,  in  applying  their
respective  bonus plans to the CEO, shall adjust amounts  payable
to  him  thereunder to reflect an amount equal to an estimate  of
the  percentage  of  his total time that is  dedicated  to  their
respective affairs.

      SECTION  2.07.  Right to Hire and Terminate  Employees  and
Consultants.  BCBSMo shall have the right to hire  and  terminate
the employment or engagement of  its own employees,  professional
advisors and management consultants.

     SECTION 2.08.  Confidentiality. All Confidential Information
concerning  BCBSMo  obtained  by  RightCHOICE  or  any   of   its
Representatives,   or concerning RightCHOICE or   any  Subsidiary
obtained  by BCBSMo or any of its Representatives, in the  course
of  providing  services under this Agreement  shall  be  kept  in
confidence  by RightCHOICE, its Subsidiaries and Representatives,
on  one hand, and by BCBSMo and its Representatives, on the other
hand,  as  provided in this Section 2.07.  In the event that  any
party  (a  "compelled party") to this Agreement  becomes  legally
compelled  to  communicate or disclose confidential  Information,
such   compelled  party  shall  provide  prompt  notice  of  such
communication or disclosure to the other party to this Agreement.
The  compelled  party  shall furnish only  that  portion  of  the
confidential information that is legally required and  shall,  in
the  event  that  the other party is not a party  to  the  action
pursuant  to which the compelled party is required to  make  such
communication or disclosure, interpose a confidentiality  defense
based   upon   this  Agreement  in  an  effort  to  ensure   that
confidential   treatment  will  be  accorded  said   confidential
Information.   Each party to this Agreement shall be  deemed  to-
have  satisfied its obligation of confidentiality if it exercises
the  same  care with respect to information concerning the  other
party that it takes with its own information of a similar nature,
provided that such care is reasonable under the circumstances.
     
     SECTION  2.09.  Books and Records.   RightCHOICE shall  make
available  to BCBSMo upon request its books and records  for  the
purpose  of verifying reimbursement as described in Section  3.01
and any other business information necessary for its operations.

     SECTION  2.10.  Standard of Service.   Services provided  by
RightCHOICE  to  BCBSMO  pursuant to section  2.01  and  services
provided by BCBSMo to RightCHOICE pursuant to Section 2.02  shall
be consistent with standards prevailing in the industry and shall
be of the same quality provided to its own organization.

                           ARTICLE III
                    COMPENSATION FOR SERVICES
     
     SECTION 3.01.  Amount.
           (a)  BCBSMo shall reimburse RightCHOICE for the direct
and  indirect  costs  and expenses (including overhead  expenses)
incurred  by  RightCHOICE  and any Subsidiary  in  furnishing  or
obtaining  any  of the services provided for under  Section  2.01
hereof.   Costs and expenses directly traceable shall  be  passed
through  at cost.  For the purpose of the allocation of  indirect
costs  and  overhead  expenses (collectively called  "overhead"),
BCBSMo  shall be treated as a cost center of  RightCHOICE.   Such
overhead  shall  be  allocated at cost based upon  internal  cost
accounting   procedures  and  methodologies  of  RightCHOICE   as
consistently   applied   to  other  RightCHOICE   cost   centers.
RightCHOICE shall disclose to BCBSMO the details of the  internal
cost  accounting  procedures and methodologies utilized  in  such
overhead   allocation  and shall disclose  to  BCBSMo  supporting
documentation   showing   flow  such   overhead   allocation   is
consistently  applied  to RightCHOICE cost  centers.   No  profit
shall be included in overhead allocation. Any disputes concerning
the  consistency of allocation of overhead to cost centers  shall
be resolved in accordance with Article VI of this Agreement.

           (b)  RightCHOICE shall reimburse BCBSMo for the direct
and  indirect  costs  and expenses (including overhead  expenses)
incurred  by BCBSMo and any Subsidiary in furnishing or obtaining
any of the services provided for under section 2.02 hereof. Costs
and  expenses directly traceable shall be passed through at cast.
For  the purpose of the allocation of indirect costs and overhead
expenses  (collectively called "overhead"), RightCHOICE shall  be
treated  as  a  cost center of BCSSMo.   Such overhead  shall  be
allocated  at cost based upon internal cost accounting procedures
and  methodologies  of BCBSMo as consistently  applied  to  other
BCBSMo  cost  centers. BCBSMo shall disclose to  RightCHOICE  the
details   of   the   internal  cost  accounting  procedures   and
methodologies  utilized  in such overhead  allocation  and  shall
disclose to RightCHOICE supporting documentation shoving how such
overhead  allocation  is  consistently  applied  to  BCBSMO  cost
centers.   No  profit  shall be included in overhead  allocation.
Any disputes concerning the consistency of allocation of overhead
to  cost centers shall be resolved in accordance with Article  VI
of this Agreement.

           (c)   Each of BCBSMo and RightCHOICE shall pay to  the
other  the  software  license fees as provided  in  section  2.02
hereof.
     SECTION 3.02.  Payment  Dates.    Invoices  for amounts  due
pursuant to Section 3.01 shall be rendered monthly.  Any  amounts
due shall be paid, or shall be satisfied by way of offset against
any  obligation of the parties to each other, within thirty  (30)
days after receipt of the applicable invoices.

                           ARTICLE IV
                                
                      TERM AND TERMINATION
                                
     SECTION  4.01. Term.  This Agreement shall have  an  initial
term of three (3) years and shall automatically be extended on  a
year-to-year  basis thereafter unless terminated as  provided  in
Section 4.02.

      SECTION  4.02.   Termination.  Either party  may  terminate
this  Agreement as of the end of the initial term or  any  yearly
extension  thereof  by giving the other party  three  (3)  months
prior written notice of termination.

                            ARTICLE V
                          MISCELLANEOUS

      SECTION  5.01.   Relationship  Between  Parties.  (a)   The
parties hereto are independent contractors and are not and  shall
not  be  deemed  for any purpose to be. joint venturers.  Neither
party  shall hold itself out as the partner or agent of the other
party  or  make  representations or warranties on behalf  of  the
other party, except as otherwise expressly agreed to.

(b)  Neither party shall be obligated to make, and shall not
make, any payments to employees of the other party for services
rendered by them as employees of the other party. Employees of
one party shall not be considered as having employee status with
the other party or as being entitled to the benefits of any
employee of the other party, except that employees of one party
may be entitled to participate in one or more employee benefit
plans of the other party as agreed to between the parties.

     SECTION 5.02.  Notices.  All notices, requests, consents and
other communications hereunder shall be in writing and shall be
deemed to have been duly given or delivered it delivered
personally or mailed by registered or certified mail return
receipt requested with first class postage prepaid as follows:

          If to BCBSMo:

               Blue Cross and Blue Shield of Missouri
               1831 Chestnut Street
               St. Louis, Missouri 63103
               
               Attn:   Executive Vice President and Chief
                       Operating Officer

          If to RightCHOICE:

               RightCHOICE Managed Care, Inc.
               1831 Chestnut Street
               St. Louis, Missouri  63103
               Attn:   Executive Vice President and Chief
                       Operating Officer

or such other address as any person may request by notice given
as aforesaid. Notices sent as provided herein shall be deemed to
have been delivered on the fifth business day following the date
on which it is so mailed.

     Section 5.03.  Governing Law.    This Agreement  shall  be
governed by and construed under the laws or the State of
Missouri.

      SECTION 5.04.  Amendment.   This Agreement,  including  the
Exhibits  hereto and all other agreements and documents  executed
in  connection  herewith, constitutes the entire agreement  among
the  parties  hereto with respect to the subject  hereof  and  no
amendment, alteration or modification of this Agreement shall  be
valid  unless  in  each  instance such amendment,  alteration  or
modification  is expressed in a written instrument duly  executed
by each party hereto.

     SECTION  5.05.  Headings.   The headings contained  in  this
Agreement  have  been inserted for the convenience  of  reference
only  and shall in no way restrict or modify any of the terms  or
provision hereof.

     SECTION 5.06.  No Third Party Beneficiaries.   Each  of  the
provisions  of  this  Agreement is for  the  sole  and  exclusive
benefit  of the parties hereto, respectively, as their  interests
shall  appear, and shall not be deemed to be for the  benefit  of
any other person or entity or group of persons or entities.

      SECTION  5.07.   Successors and  Assigns.   This  Agreement
shall bind and insure to the benefit of each party hereto, and to
each party's successors, assigns, agents and representatives.

     SECTION  5.08.   Partial Invalidity. In the event  that  any
term  or provision of this Agreement shall to any extent be  held
by  a court of proper jurisdiction to be invalid or unenforceable
for  any  reason, the remainder of this Agreement  shall  not  be
affected  thereby  and the remaining terms and provisions  hereof
shall   remain  in  full  force  and  effect.   The  invalid   or
unenforceable provisions shall, to the extent permitted  by  law,
be  deemed amended and given such interpretation as will  achieve
the intent of this Agreement.

      Section 5.09.  Counterparts.  The Agreement may be executed
in  two or more counterparts, each or which shall be deemed to be
an  original, but all of which together shall constitute one  and
the same instrument.

                           ARTICLE VI
                     RESOLUTION OF DISPUTES

      Section  6.01.  General.  This Article VI shall govern  the
resolution  of  any  disputes  arising  under  the  provision  of
services  Pursuant  to  Article  II  and  compensation  for  such
services pursuant to Article III.

     Section 6.02.  Procedure for Resolution of Disputes.

      (a)   The representatives of the parties having first  hand
knowledge  of the dispute shall endeavor to resolve  the  dispute
through good faith discussions in an effort to reach an agreement
which  is fair to both parties and is consistent with the  spirit
of cooperation between the parties.
     (b)   If   the  dispute   is  not   resolved   pursuant   to
Subsection  (a) of this Section 6.03 within 30 days, the  dispute
shall be submitted to the respective Chief Operating Officers  of
the  parties  who shall meet and engage in good faith discussions
to  reach  an  agreement which is fair to  bath  parties  and  is
consistent with the spirit of cooperation between the parties.
     (c)  If  the dispute  is not  resolved pursuant  to
subsection (a) and (b) of this Section 6.02 within 60 days, the
dispute shall be submitted to the respective chief legal counsel
for  the parties who shall  agree upon an alternate dispute
resolution mechanism to resolve the dispute.
     (d)  If the respective chief legal counsel cannot, within 30
days after the dispute is referred to them, agree upon an
alternate dispute resolution mechanism to resolve the dispute,
the dispute shall be referred to the St. Louis Office of the
American Arbitration  Association  for  binding  arbitration
under  the Commercial Arbitration Rules of that Association.

IN WITNESS WHEREOF, the parties have entered into this Agreement
as of the date hereinabove written.

     THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
WHICH MAY BE ENFORCED BY THE PARTIES.
                         
                         

                         BLUE CROSS AND BLUE SHIELD OF MISSOURI



                         By:       /s/ Robert E. Shupe
                         Name:          Robert E. Shupe
                         Title:         Executive Vice President
                                        and Chief Operating Officer


                         RIGHTCHOICE MANAGED CARE, INC.



                         By:       /s/ Roy R. Heimburger
                         Name:          Roy R. Heimburger
                         Title:         President and Chief
                                        Executive Officer