Exhibit 10.58

                               1997
                               ABCBS
                             Incentive
                                Plan



                      Chief Internal Auditor



                                 
                                 
                     The ABCBS Incentive Plan
                                 
                            Eligibility
                                 
The 1997 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.  Those who hold the
title of manager or above, or have an equivalent position during
1997 are eligible to participate.



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 1997 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.

Net Income of $2.5 Million must be achieved for any payout to
occur.  There will be no incentive payment for performance below
the threshold level.

In 1997, the incentive pool size is expressed as a percentage of
each participant's base salary as of December 31, 1997, or salary
range midpoint, whichever is higher.

                          Incentive Pool
                                 
                        Threshold        Target          Maximum

Net Income:*          $2.5 million    $7.5 million    $11.3 million
                                                                             
Pool Size as a % of                                          
midpoint or base           10%             30%             50%
salary:


*Net income is our ABCBS total income, excluding one-time charges,
                        such as relocation.
                                 
  Your target incentive pool is 30% of your base salary or salary
               range midpoint, whichever is higher.

              Source:  Corporate Financial Statements
                                 
      Performance results for the pool will be interpolated.

      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, based on the Incentive
Pool chart on the previous page.

Individual Incentive - Additionally, 25% of your incentive payment
is funded based on the accomplishment of the corporate financial
goal, but is only paid if you meet your individual goals.
Individual goals will be comprised of two components: discretionary
and budget.

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
discretionary and budget goal performance, 150% of your potential
payout for individual goals, may be achieved based on exceptional
performance against individual goals.  Please see Appendix 1 for
more information pertaining to individual goals.

Minimum Incentive Payout --  There is no minimum incentive for
1997.


                   Administration of the Program
                                 
                                 
Year end corporate financial results for 1997 are expected to be
available by March 1998.  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
executive management for approval.

After receiving all necessary information, Human Resources will
calculate the incentive payments with payout expected to occur in
March 1998, 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).


             Administration of the Program (continued)


If the participant moves into or out of an eligible position, or
moves from one AIP level to another, (ex. Manager to Vice
President), the incentive pool will be based on the participantOs
salary range midpoint or base salary, whichever is higher, 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.

Incentives for those newly hired into positions eligible for the
AIP will be calculated using the participant's hire date rather
than a full-month proration.

If an eligible participant receives a performance rating of DNM
(Does Not Meet Standards), he or she will become ineligible to
receive a payment for their participation in the AIP.

A participant whose employment is terminated during 1997 will be
ineligible to receive a payment under this plan, except when the
reason for termination is retirement, job elimination, or death.
In these cases, payments will be prorated according to the number
of full months the participant spent in the position(s).

If you have any questions about the AIP, contact Joe Jones,
Incentive Compensation Analyst in Human Resources at (314) 923-
4947.
                            Appendix 1

                Individual Incentive Goals - ABCBS

                        Discretionary Goals
                                 
 Goal worksheets may be found in "HR Forms" in the Shared Folders.
                                 
                              Target         Maximum
Payout schedule as a                            
% of Individual                 80%           120%
Goals:
                                 
                                 
                           Budget Goals

 Achieve 98% of the budgeted corporate General and Administrative
              expenses per member per month of $8.73.

                       Threshold       Target        Maximum
G & A costs per                                         
member per month:        $8.73          $8.56         $8.47
                                                        
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                        0%            15%            22.5%
% of Individual
Goals:
                                 
                                 
  Performance results for individual goals will be interpolated.