Exhibit 10.59

                               1998
                               ABCBS
                             Incentive
                                Plan



                       Senior Vice President



                                 
                                 
                     The ABCBS Incentive Plan
                                 
                            Eligibility
                                 
The 1998 ABCBS Incentive Plan (AIP) is a short-term incentive
program designed to reward the key management team for the
achievement of financial and individual goals.  This booklet
contains specific incentive plan guidelines designed exclusively
for Senior Vice Presidents of ABCBS.



ABCBS reserves the right to update, modify or repeal this program,
permanently or temporarily, if it is in the best interest of ABCBS
   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.
                                 



                             Elements
                                 
There are two elements that determine a participantOs incentive
payment:

*    Achievement of the corporate financial goal as defined by the
     company's net income.
*    Achievement of pre-determined individual goals (discretionary
     and budget goals).
                                 
                Incentive Pool & Incentive Payment

The key element in determining the size of each participant's
incentive pool is the overall corporate financial performance as
measured by the company's 1998 net income.  Your maximum incentive
opportunity 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
each participant's base salary as of December 31, 1998.

                      Incentive Pool Funding

                      Threshold         Target        Maximum
                                                          
Net Income:*        $1.8 million     $5.5 million   $8.3 million
                                                          
Pool Size as a %                                          
of                       13%             38%            58%
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.
                                 
  As a Senior Vice President, your target incentive is 38% of your
                           base salary.

      Corporate Financial Incentive and Individual Incentive
                                 
Corporate Financial Incentive - 75% of your incentive payment (from
the available pool described on the previous page) is based solely
on the accomplishment of the corporate financial goal, i.e., you
will receive 75% of the incentive payment as shown in the incentive
pool table on page 2.

Individual Incentive - Additionally, 25% of your incentive payment
is based on the accomplishment of individual goals.  The corporate
financial goal result (ABCBS net income) will determine the
incentive pool available for individual goal accomplishment.  The
corporate financial goal threshold must be met before any payout
for individual goals will occur.
                                 
Individual goals will be comprised of two components: discretionary
and budget.  The discretionary and budget goals will be weighted
80% and 20%, respectively.

Each participant will have specific, and in many cases, unique
discretionary goals that will be tied to and support ABCBS's
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.

The types and weighting of discretionary goals will vary, but the
sum of their target weights will equal 80%.  Goals should be
weighted according to the importance of ABCBS business and
operating objectives, and should include such areas as management
development, organizational effectiveness, process improvement of
division/department operations, and/or major projects.

Target payout percentages for discretionary goals should be equal
to the goal's weight; and, the maximum payout percentage should be
150% of the target payout percentage.


                        Discretionary Goals
                                 
  Goal worksheets may be found in "HR Forms" in the Shared/Public
                             Folders.
                                 
                              Target         Maximum
Payout schedule as a                            
% of Individual                 80%           120%
Goals:
                                 
                                 
  Performance results for individual goals will be interpolated.
                                 
                           Budget Goals

 Achieve 98% of the budgeted corporate General and Administrative
              expenses per member per month of $8.54.

                       Threshold       Target        Maximum
                                                        
G & A costs per                                         
member per month:        $8.54          $8.37         $8.28
                                                        
Payout schedule as a                                    
% of Individual            0%            5%           7.5%
Goals:



                                 
                                 
     Meet group/division General and Administrative budget for
                        participant's area.

                        Threshold       Target       Maximum
                                                         
Percent of                                               
group/division            >101%          100%          98%
budget:
                                                         
Payout schedule as a                                     
% of Individual             0%            15%         22.5%
Goals:
                                 


                   Administration of the Program
                                 
                                 
Year-end corporate financial results for 1998 are expected to be
available by March 1999.  Overall performance against the corporate
General and Administrative expenses budget goal, as well as the
results of specific group/division General and Administrative
expense budget goals will be forwarded to Human Resources by the
Finance Division.  Participants will summarize their performance
against their individual discretionary goals and forward these to
the Executive Vice President of ABCBS, President/CEO, and 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.

The size of the Financial Performance Component and the Individual
Performance Component is expressed as a percentage of each
participantOs base salary as of December 31, 1998.

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 will be calculated using the
participant's hire date.

If the participant moves into or out of an eligible position, or
moves from one AIP 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, contact Joe Jones,
Incentive Compensation Analyst in Human Resources at (314) 923-
4947.