Exhibit 10.5.1
 
AMENDED AND RESTATED
TAX ALLOCATION AGREEMENT


     THIS AGREEMENT, is made and entered into as of the 8th
day of January, 1998, by and between BLUE CROSS AND
BLUE SHIELD OF MISSOURI, (hereinafter referred to as
"Parent") and RIGHTCHOICE MANAGED CARE, INC. ("Subsidiary"),

                           WITNESSETH:

     WHEREAS, Parent and Subsidiary are members of an
affiliated group of corporations
within the meaning of section 1504(a)(1) of the Internal
Revenue Code of 1986 (the "Code") for
which Parent is the parent corporation;

     WHEREAS, Parent and its eligible subsidiaries (the
"Consolidated Group") have elected
and consented to file and do file consolidated Federal
income tax returns; and

     WHEREAS, the parties wish to agree on the payment of
tax liabilities between Parent
and Subsidiary in a manner pursuant to which the Subsidiary
pays Parent an amount of Federal
income tax based upon the amount of Federal income taxes
which would be payable by the
Subsidiary if it filed a separate Federal income tax return,
which includes that income, gain, loss
and deductions of Subsidiary and its includible subsidiaries
(Subsidiary and such includible
subsidiaries, including companies that become subsidiaries
after the date of this agreement, are
hereinafter collectively referred to as the "Subsidiary
Group"), which are includible in the
Consolidated Group;

     WHEREFORE, pursuant to the reorganization of Parent
(the "Reorganization") which
occurred in August, 1994, Parent transferred a significant
portion of its business to Subsidiary
which had been established for such purpose; and

     WHEREFORE, as a part of the Reorganization, Parent
transferred to Subsidiary a
reserve in the amount of $16 million for possible federal
income tax payment deficiencies.  Such
reserve had been accumulated by Parent during the years
preceding 1994 and is hereinafter
referred to as "Federal Tax Reserve."

     NOW, THEREFORE, Parent and Subsidiary hereby agree as
follows:

I.   Consolidated Return

     Parent and the Consolidated Group have elected to file
     consolidated Federal income tax
     returns for the taxable period ending December 31,
     1994, and for any subsequent taxable
     period for which the Consolidated Group is permitted to
     file a consolidated Federal
     income tax return.  Parent and Subsidiary agree to file
     such consents and other
     documents and to take such action as may be necessary
     to carry out the purposes and
     provisions of this paragraph.

II.  Calculation of Separate Company Federal Income Tax Liability

     A.   Beginning with the period ended December 31, 1994,
          and for each tax year
          thereafter, Subsidiary will calculate the Federal
          income tax liability for the
          Subsidiary Group, without considering the Federal
          alterative minimum tax
          ("AMT"), as if the Subsidiary Group were treated
          as a single taxpayer for
          Federal income tax purposes and were to file a
          separate Federal income tax return
          for the Subsidiary Group for such period, as
          modified by the provisions of
          paragraph B below.

     B.   In so computing the Federal income tax liability
          of the Subsidiary Group:

          1.   Except as otherwise provided herein,
               "separate company taxable income
               (loss)" shall be determined as if the
               Subsidiary Group was a single
               corporation and was filing a separate tax
               return, and the term will not
               have the same meaning as described in
               Regulation  1.1502-12.

          2.   Any dividends received by one corporation in
               the Consolidated Group
               from another corporation in the Consolidated
               Group will be assumed to
               qualify for the 100% dividend received
               deduction of Section 243 and shall
               be eliminated from such computation in
               accordance with Regulation
                1.1502-14(a)(1).

          3.   Gain or loss on intercompany transactions,
               whether deferred or not shall
               be treated by the Subsidiary Group in the
               manner required by Regulation
               1.1502-13 (so that the Subsidiary Group
               reports the gain or loss on
               intercompany transactions consistent with the
               treatment accorded such
               transactions on the Consolidated Group's
               consolidated Federal income tax
               return).

          4.   Certain limitations, as provided in the Code,
               regarding the calculation or
               utilization of a deduction, the utilization
               of credits and the computation of
               separate company tax liability of the
               Subsidiary Group shall be made on
               a consolidated basis.

               a.   The limitation on charitable
                    contribution deductions, as provided
                    in Code Section 170(b)(2), shall be
                    computed in accordance with
                    Regulation  1.1502-24.

               b.   The limitation on the utilization of
                    foreign tax credits, as provided
                    in Code Section 904(a), shall be
                    computed in accordance with
                    Regulation  1.1502-4.

               c.   The limitation on the utilization of
                    jobs tax credits and other
                    general business credits, as provided in
                    Section 38(c)(1), shall be
                    computed on a consolidated basis.

               d.   The computation of the limitation on
                    capital losses, as provided in
                    Code Section 1211(a), shall be computed
                    in accordance with
                    Regulation  1.1502-22.

               e.   The computation of Section 1231 gain or
                    loss shall be made in
                    accordance with Regulation  1.1502-23.

               f.   The computation and utilization of any
                    net operating loss
                    deduction, as provided in Section
                    172(b)(2) shall be computed in
                    accordance with Regulation  1.1502-21.

               g.   The utilization and limitation of
                    certain built-in deductions, as
                    provided in Regulation  1.1502-15, shall
                    be computed in
                    accordance with such section.

               h.   The computation of the dividend received
                    deduction with respect
                    to dividends received from outside the
                    Group, as provided in
                    Sections 243 through 247 shall be
                    computed in accordance with
                    Regulation  1.1502-26.

               i.   With respect to similar limitations not
                    specifically mentioned
                    herein, they shall be applied on a
                    consolidated basis.

          5.   Deductions and credits which can be partially
               utilized as a result of
               applying such consolidated limitations shall
               be allocated and apportioned
               among the Subsidiary Group and the Parent and
               the other members of the
               Consolidated Group based upon the proportion
               of each such deductions
               and credits of such group or corporation, as
               appropriate, to the aggregate
               amount of each such deductions and credits.

          6.   Notwithstanding Regulation  1.1502-17, Parent
               may direct Subsidiary or
               any other member of the Subsidiary Group to
               apply, with the
               Commissioner of the Internal Revenue Service,
               under Code Section
               446(e), for a change in the method of
               accounting for such corporation on
               an overall basis or for any material item.

          7.   Notwithstanding Regulation  1.1502-17, Parent
               must consent to any
               change in method of accounting by Subsidiary
               or any member of the
               Subsidiary Group on an overall basis or for
               any material item.  If a
               method of accounting has not been established
               by Subsidiary or other
               member of the Subsidiary Group, Parent must
               consent to the selection of
               an accounting method by such corporation.

          8.   Notwithstanding Regulation  1.1502-17, Parent
               may direct and must
               authorize any election which Subsidiary or
               other member of the Subsidiary
               Group may make under the Code or Treasury
               Regulations which may
               affect the Consolidated Group's taxable
               position.  This authorization
               includes, but is not limited to, Section 453
               (installment obligations),
               Section 248 (organizational expenditures) and
               Section 1033 (involuntary
               conversions).

          9.   The amounts in each taxable income bracket in
               the tax table in Section
               11(b) shall be allocated in any given year to
               the members of the
               Consolidated Group as Parent shall elect.
               Such election shall be made on
               an annual basis and shall be binding upon all
               parties to this agreement.

          10.  The $25,000 direct offset to tax liability
               provided for in Code Section
               38(c)(1)(B) shall be allocated in any given
               year to those members of the
               Consolidated Group as Parent shall elect.

          11.  In calculating any carryback or carryover of
               net operating losses,
               adjustments shall be made to such prior or
               subsequent years, separate
               company taxable income and tax as determined
               under Code Section
               172(b)(1).  For purposes of such adjustments,
               any election under Code
               Section 172(b)(3) to forego a loss carryback
               shall be made by the Parent.

     C.   The AMT will be determined on a consolidated basis
          by the Parent.  If the AMT
          computed on a consolidated basis exceeds the
          regular tax as computed on a
          consolidated basis, the excess will be allocated
          to Subsidiary based upon the
          Subsidiary Group's portion of tax preferences,
          adjustments, and other items
          causing the AMT to be applicable at the
          consolidated level, as follows:


Excess of AMT
Over Regular
Tax

Times

(Portion of Tax Preferences and
Adjustment Attributable to Subsidiary Group

Divided by

Total of Tax Preferences and
Adjustments for Group)

Equals

Excess AMT
Over Regular
Tax Allocation
to Subsidiary

     The Excess of AMT Over Regular Tax Allocated to
     Subsidiary shall be added to
     Subsidiary's separate return tax liability determined
     in paragraphs A and B above.  The
     AMT allocated to Subsidiary for any tax year shall not
     exceed the excess of Federal
     AMT over regular tax, nor shall such allocation be less
     than zero.

     In determining the portion of tax preferences
     attributable to the Subsidiary Group, the
     portion of the consolidated adjustment for adjusted
     current earnings of Code Section
     56(c)(1), if any, allocable to the Subsidiary shall be
     an amount equal to the lesser of (1)
     the adjustment for adjusted current earnings computed
     for the  Subsidiary Group, or (2)
     the consolidated adjustment for adjusted current
     earnings.

     If a consolidated AMT credit carryforward is generated
     and utilized for any year, the
     credit shall be allocated to Subsidiary based upon the
     proportion of excess AMT over
     regular tax allocated to Subsidiary (taking into
     account the Subsidiary Group) in the
     year(s) in which the credit arose.  The amount of
     Federal alternative minimum tax credit
     allocated to Subsidiary shall not exceed the
     consolidated AMT credit.

III. Liability for Tax Payments - Federal

     A.   If Subsidiary would be subject to Federal income
          tax liability resulting from the
          calculation required by Paragraph II, above,
          Subsidiary shall pay such liability to
          Parent as provided in Paragraph IV hereof.

     B.   If Subsidiary would be entitled to a refund of
          Federal income tax resulting from
          the calculation required by Paragraph II, above,
          Subsidiary shall receive such
          refund from Parent as provided in Paragraph IV
          hereof.  However, any such
          refund is subject to the limitations included in
          Subparagraph B of Paragraph II.

     C.   Even if the Federal income tax liability of the
          Consolidated Group is increased
          or decreased by reason of the inclusion of the
          Subsidiary Group in a consolidated
          income tax return filed by Parent, no payment or
          credit attributable thereto shall
          be made to either Parent or Subsidiary, it being
          agreed that Subsidiary's liability
          to Parent for Federal income tax shall be
          determined solely as if the Subsidiary
          Group calculated its Federal income tax liability
          as a single taxpayer.

     D.   Parent agrees to be the sole agent for Subsidiary
          and the Subsidiary Group and
          to act in its own name in all matters relating to
          the corporation Federal income
          tax liability, including payment of such
          liability, for any year in which it elects
          or is required to file a consolidated Federal
          income tax return.

IV.  Method and Time of Payment

     Any amount to be paid by Subsidiary to Parent or by
     Parent to Subsidiary by reason of
     paragraph III shall be paid quarterly based on
     Subsidiary's estimated tax liability and a
     final payment or credit at the time the tax return is
     filed.  Quarterly payments and any
     final payment due with the filing of the tax return
     shall be made in time to reasonably
     permit Parent to make required estimated payments or
     final settlements with the Internal
     Revenue Service as provided in Regulation  1.1502-5
     with respect to Federal income
     taxes.  Any portion of a refund received from the IRS
     which is payable to Subsidiary
     shall be paid by Parent to Subsidiary within 30 days
     after receipt by Parent.

V.   Adjustment of Liability for Federal Income Taxes

     A.   This Paragraph V shall govern any adjustment of
          Federal income tax liability due
          under any consolidated Federal income tax return
          of the Consolidated Group or
          of Parent for any period for which a consolidated
          Federal income tax return was
          filed as a result of any of the following: the
          filing of an amended return, a
          tentative loss carryback refund application, a
          claim for refund, or an audit by the
          IRS.  In such event, the liability of the Parent
          and Subsidiary hereunder shall be
          redetermined after fully giving effect to any such
          adjustment as if such adjustment
          had been a part of the original computation.

     B.   Subject to Paragraph VI below, any such
          adjustments made for periods ending
          prior to August 2, 1994 shall be attributed to
          Parent and Subsidiary on the basis
          of premium revenues of trades or businesses
          transferred by Parent to the
          Subsidiary or other members of the Subsidiary
          Group pursuant to the
          Reorganization for the year 1994 on a pro forma
          basis as compared to premium
          revenues of the trades or businesses retained by
          Parent.  The provisions of this
          Tax Allocation Agreement shall apply to such
          periods and any tax liability,
          penalties and interest related thereto shall be
          computed as if (i) the Subsidiary and
          the Subsidiary Group had been in existence during
          such prior periods, and (ii) the
          trades or businesses referred to above had been
          transferred to the Subsidiary or
          other members of the Subsidiary Group as of the
          first day of any such period to
          which an adjustment relates.  It is hereby agreed
          that the percentage of premium
          revenues for the year 1994 on a pro forma basis
          attributable to trades or business
          transferred by Parent to the Subsidiary or other
          members of the Subsidiary Group
          was 87.2 percent and that the percentage of
          premium revenues for trades or
          businesses retained by Parent for such year was
          12.8 percent.

     C.   Any such adjustments made for periods beginning on
          or after August 2, 1994
          attributable to the trades or businesses operated
          by Subsidiary or other members
          of the Subsidiary Group shall be charged to
          Subsidiary or other members of the
          Subsidiary Group and any tax liability, penalties
          and interest related thereto shall
          be paid by Subsidiary to Parent as provided in
          this Agreement.

VI.  Utilization of Federal Tax Reserve

     This Paragraph VI shall govern the utilization of the
     Federal Tax Reserve for Federal
     income tax liabilities described in the Fifth Recital
     (which for the purpose of this
     Agreement includes any interest or penalties payable
     thereon) arising from adjustments
     described in Paragraph V of this Agreement.
     Notwithstanding anything to the contrary
     in Paragraph V, it is agreed that such Federal Tax
     Reserve shall be utilized to satisfy all
     Federal income tax liabilities arising from adjustments
     under such Paragraph V until it
     is exhausted, i.e., Subsidiary shall pay Parent an
     amount equal to the first $16 million
     in Federal income tax liabilities arising from such
     adjustments to the Federal income tax
     liabilities of Parent or any member of the Subsidiary
     Group and without regard to the
     trades or lines of business giving rise to such
     adjustments.  Any such federal income tax
     liabilities arising under Paragraph V hereof in excess
     of such Federal Tax Reserve shall
     be paid by Subsidiary or other members of the
     Subsidiary Group to Parent in accordance
     with such Paragraph V.

VII. Duration

     Notwithstanding the loss of eligibility of Parent and
     Subsidiary to file consolidated
     Federal income tax returns, this Agreement shall remain
     in effect with respect to all
     taxable years covered by the provisions of Paragraph V
     hereof, and shall govern the
     allocation of Federal income tax liabilities between
     Parent and Subsidiary for all such
     taxable years.

VIII.Earnings and Profits Adjustments

     This Agreement is not intended to establish the method
     by which the earnings and profits
     of each member of the Group will be determined.  Parent
     reserves the right to elect the
     method for allocating tax liability for the purposes of
     determining earnings and profits
     as set forth in Regulation  1.1552-1 (a) and 1.1502-
     33(d).

IX.  Miscellaneous

     This agreement contains the entire Agreement among the
     parties hereto, and supersedes
     any prior written or oral understanding or agreement
     among the parties with respect to
     the subject matter hereof.  No modification, extension,
     renewal, recession, termination
     or waiver of any of the provisions contained herein
     shall be binding upon any party
     unless made in writing and signed on its behalf by one
     of its officers.

X.   GOVERNING LAW

     THE PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED AND
     INTERPRETED IN ACCORDANCE WITH THE LAWS OF MISSOURI.

XI.  Successors, Assigns

     The provisions and terms of this Agreement shall be
     binding on and inure to the benefit
     of any successor, by merger, acquisition of assets or
     otherwise, to any of the parties
     hereto.

XII. Consultation and Cooperation

     Parent and Subsidiary shall consult with and shall
     furnish each other on a timely basis
     such information required to prepare: (i) the
     consolidated federal income tax return of
     the Affiliated Group for the taxable years in which
     Subsidiary is included therein, and
     (ii) after Parent and Subsidiary are no longer eligible
     to file a consolidated Federal
     income tax return, the tax return for all taxable years
     of the Parent and Subsidiary,
     respectively, in which the tax liability of either may
     be affected by their former
     affiliation.  Parent and Subsidiary also shall consult
     and furnish each other promptly with
     information either Parent or Subsidiary may request in
     connection with any tax audit or
     tax refund claim relating to a taxable year in which a
     payment to or by Subsidiary to
     Parent hereunder may result or otherwise be affected or
     may otherwise affect a tax return
     of either Parent or Subsidiary.

XIII.Notices

     All notices and other communications shall be in
     writing and shall be given in person or
     by means of telex, telecopy or other wire transmission
     (with request for assurance of
     receipt in manner typical with respect to
     communications of that type) or by mail, and
     shall become effective (a) on delivery if given in
     person, (b) on the date of transmission
     if sent by telex, telecopy or other wire transmission,
     or (c) four business days after being
     deposited in the mail, with proper postage for first
     class, registered or certified mail,
     prepaid.

          Notices shall be addressed as follows:

          If to Parent to:

          Blue Cross and Blue Shield of Missouri
          1831 Chestnut Street
          St. Louis, MO 63101-2275
          Attn: Executive Vice President
          Telecopy No.: (314) 923-6245

          If to Subsidiary to:
          RightCHOICE Managed Care, Inc.
          1831 Chestnut Street
          St. Louis, MO 63101-2275
          Attn: Executive Vice President
          Telecopy No.: (314) 923-8958


provided, however, that if either party shall have
designated a different address by notice to the
other, then the last address so designated.

XIV. Resolution of Disputes

     A.   This Paragraph XIV shall govern the resolution of
          any disputes arising under this
          Agreement, and the procedures set forth
          hereinbelow shall be applicable:

     B.   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.

     C.   If the dispute is not resolved pursuant to
          subsection (b) above within 30 days, the
          dispute shall be submitted to senior executives of
          each of the parties, designated
          by each party's Chief Executive Officer.  Such
          senior executives shall meet and
          engage in good faith discussions and shall
          endeavor to resolve the dispute with
          an agreement which is fair to both parties and is
          consistent with the spirit of
          cooperation between the parties.

     D.   If the dispute is not resolved pursuant to
          subsection (b) and (c) above within 60
          days, the dispute shall be submitted to the
          respective chief legal counsel for the
          parties who shall endeavor to agree upon an
          alternate dispute resolution
          mechanism to resolve the dispute.

     E.   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.

     THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
     WHICH MAY BE ENFORCED BY THE PARIES,

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by a duly authorized officer as of
the date first above written.

                         Blue Cross and Blue Shield of Missouri



                         By:   /s/ Edward J. Tenholder
                               Edward Tenholder
                         Title:Executive Vice President and Chief
                               Operating Officer



                         RightCHOICE Managed Care, Inc.



                         By:   /s/ Sandra Van Trease
                               Sandra Van Trease
                         Title:Executive Vice President and Chief
                               Operating Officer