Exhibit 10.11.1



                   TEMPORARY BLUE SHIELD
                AFFILIATE LICENSE AGREEMENT

           This  agreement is by and between Blue  Cross  and
Blue  Shield  Association ("BCBSA") and  RightChoice  Managed
Care, Inc. (the "Affiliate"), an affiliate of the Blue Shield
Plan  known  as  Blue Cross and Blue Shield of Missouri  (the
"Plan"), which is also a Party signatory hereto.

                          Preamble

           WHEREAS, BCBSA is the owner of the BLUE SHIELD and
the  BLUE  SHIELD  Design  service  marks  (collectively  the
"Licensed Marks");

           WHEREAS,  the Affiliate had the right to  use  the
Licensed Marks as service marks and the name BLUE SHIELD in a
trade name (the "Licensed Name");

           WHEREAS, BCBSA informed the Plan and the Affiliate
that  the  Plan's  Blue  Shield  License  Agreement  and  the
Affiliate's   Blue   Shield   Affiliate   License   Agreement
automatically  terminated  as a  result  of  claims  made  in
certain  litigation pending among and between the  Plan;  Jay
Angoff,  in his official capacity as Director of the Missouri
Department  of  Insurance; and Jeremiah "Jay" Nixon,  in  his
official  capacity as the Attorney General of  the  State  of
Missouri (the "Litigation");

           WHEREAS, the Plan has told BCBSA that (i) the Plan
believes  that the Litigation has not triggered the automatic
termination  provisions  of the Plan's  Blue  Shield  License
Agreement  or  the Affiliate's Blue Shield Affiliate  License
Agreement and the Plan contends that its Blue Shield  License
Agreement  and the Affiliate's Blue Shield Affiliate  License
Agreement  remain  in  full force and  effect;  and  (ii)  to
clarify  the  Affiliate's  rights  to  continue  to  use  the
Licensed  Marks and Licensed Name, the Plan and the Affiliate
wish  to  receive,  and are willing to  accept  benefits  and
rights  under,  this Temporary Blue Shield Affiliate  License
Agreement;

           WHEREAS,  BCBSA has determined that it is  in  the
best  interest of BCBSA, the Licensed Marks, and  its  member
Plans  to  grant  the Plan and the Affiliate  this  temporary
license;

           NOW  THEREFORE, in consideration of the  foregoing
and the mutual agreements hereinafter set forth and for other
good  and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged, the  parties  agree  as
follows:

                         Agreement

           1.    BCBSA hereby grants the Affiliate, upon  the
terms  and conditions of this Temporary Blue Shield Affiliate
License   Agreement  ("Temporary  Affiliate  License"),   the
temporary  right to use the Licensed Marks and  Name  in  its
licensed  service  area  in  connection  with,  and  only  in
connection with:  (i) health care plans and related  services
and   administering  the  non-health  portion   of   workers'
compensation insurance, and (ii) underwriting  the  indemnity
portion  of  workers' compensation insurance,  provided  that
Affiliate's  total  premium revenue comprises  less  than  15
percent  of  the sponsoring Plan's net subscription  revenue.
This  grant of rights is non-exclusive and is limited to  the
Service  Area served by the Plan.  The Affiliate may not  use
the Licensed Marks and Name in its legal name and may use the
Licensed Marks in its Trade Name only with the prior  consent
of BCBSA.

            2.     This  Temporary  Affiliate  License  shall
incorporate  the terms, covenants, conditions,  and  licensed
service area of the Affiliate's Blue Shield Affiliate License
Agreement (the "Full Affiliate License"), a current  copy  of
which is attached as Exhibit A, provided that paragraphs  one
through seven of this Temporary License shall control to  the
extent   they   conflict  with  the  terms,  covenants,   and
conditions  of  the  Full  Affiliate  License.    The   terms
"Agreement," "License," and "License Agreement"  as  used  in
the Full Affiliate License shall be construed to include this
Temporary  Affiliate  License, and  the  Affiliate  shall  be
considered a "Larger Affiliate" as that term is used  in  the
Full Affiliate License.

           3.   The Affiliate agrees not to bring any claims,
causes  of  action, actions, suits, or any demands whatsoever
against BCBSA or any of its Member Plans, whether at  law  or
equity,  whether in judicial, arbitral, or alternative  fora,
and  whether known or unknown, that the Affiliate now has  or
may  have  had  on  behalf of itself or any other  person  or
entity  at any time prior to and including the date  of  this
Temporary Affiliate License, or hereafter can, shall, or  may
have  or  claim to have, arising out of or in any way related
to  the  aforementioned automatic terminations or any actions
taken  or contemplated herein or related thereto, so long  as
the  Affiliate  remains a licensee pursuant to any  temporary
Blue  Shield  license  or any then-effective  Full  Affiliate
License.

           4.    The  Affiliate  and the  Plan  covenant  and
warrant  that:  (i) apart from the Litigation,  they  are  in
compliance  with all, and have no plans to engage in  conduct
that   would   violate  any,  BCBSA  rules  and  regulations,
including all provisions of this Temporary Affiliate License;
and  (ii)  there  is no imminent risk of dissolution  of  the
Affiliate  or  the Plan or of the appointment of  a  trustee,
interim trustee, receiver, or other custodian for any of  the
Affiliate's or the Plan's business or property.   If  any  of
these  covenants  and warranties is inaccurate  or  breached,
BCBSA may terminate this Temporary Affiliate License pursuant
to a vote of the BCBSA Board of Directors.

           5.    The provisions of paragraph 7(G) of the Full
Affiliate  License related to notice to customers  shall  not
apply so long as the Affiliate remains a licensee pursuant to
any  temporary Blue Shield license or any then-effective Full
Affiliate License.

            6.     This  Temporary  Affiliate  License  shall
automatically  terminate  upon  the  earlier   of   (i)   the
expiration or termination of the stay of proceedings  entered
on  December  30, 1996, by the Circuit Court of Cole  County,
Missouri, in the Litigation; or (ii) the termination  of  the
Litigation.  All provisions for termination of this Temporary
Affiliate License that require a vote shall be by the vote of
the  BCBSA  Board  of  Directors prescribed  in  Article  VI,
Section  5  of the BCBSA Bylaws in effect as of the effective
date of this Temporary Affiliate License.

           7.    BCBSA  shall  award the then-effective  Full
Affiliate License to the Affiliate effective immediately upon
the  expiration  or  termination of this Temporary  Affiliate
License  and the satisfaction of the following conditions  as
determined  by BCBSA:  (i) the Litigation has been  addressed
to  eliminate  the risk of dissolution of  the  Plan  or  the
appointment of a trustee, interim trustee, receiver, or other
custodian for any of the Plan's business or property, and  in
a  manner that is in the best interest of BCBSA, the Licensed
Marks, and the Plans; and (ii) the Affiliate is in compliance
with,  and  has no plans to engage in any conduct that  would
violate,   the   applicable  BCBSA  rules  and   regulations,
including the provisions of the then-effective Full Affiliate
License.


IN  WITNESS  WHEREOF, the parties have caused this  Temporary
Blue  Shield  Affiliate  License Agreement  to  be  executed,
effective as of the date of the last signature written below:


BLUE CROSS AND BLUE SHIELD ASSOCIATION

By: /s/ Mark A. Orloff

Title: Vice President and Assistant Secretary

Date: February 7, 1997


RIGHTCHOICE MANAGED CARE, INC.
Affiliate

By: /s/ Roy R. Heimburger

Title: Chairman and Chief Executive Officer

Date: January 24, 1997


BLUE CROSS AND BLUE SHIELD OF MISSOURI
Plan

By: /s/ Roy R. Heimburger

Title: President and Chief Executive Officer

Date: January 24, 1997


Exhibit A

Previously Filed as Exhibit 10.11