Exhibit 10.6.1



           TEMPORARY BLUE CROSS LICENSE AGREEMENT

           This  agreement is by and between Blue  Cross  and
Blue  Shield  Association ("BCBSA") and the Blue Cross  Plan,
known as Blue Cross and Blue Shield of Missouri (the "Plan").

                          Preamble

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

          WHEREAS, the Plan had the right to use the Licensed
Marks  as service marks for health care plans in its  service
area  and  the  right to use BLUE CROSS in its  trade  and/or
corporate name (the "Licensed Name");

           WHEREAS,  BCBSA informed the Plan that the  Plan's
Blue  Cross 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  Cross  License
Agreement  and  it  contends  that  its  Blue  Cross  License
Agreement  remains  in full force and  effect;  and  (ii)  to
clarify  its right to continue to use the Licensed Marks  and
Licensed Name, the Plan wishes to receive, and is willing  to
accept  benefits and rights under, this Temporary Blue  Cross
License Agreement;

           WHEREAS,  BCBSA has determined that it is  in  the
best  interest of the Licensed Marks, BCBSA, and  its  member
Plans to grant the Plan a temporary Blue Cross 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 Plan, upon the terms
and conditions of this Temporary Blue Cross License Agreement
("Temporary  License"),  the  temporary  right  to  use   the
Licensed  Name  in its trade and/or corporate  name  and  the
temporary  right  to  use the Licensed  Marks  in  the  sale,
marketing,  and  administration  of  health  care  plans  and
related   services  in  its  licensed  service  area.    This
Temporary  License  shall incorporate the  terms,  covenants,
conditions,  and  licensed service area of  the  Plan's  Blue
Cross License Agreement (the "Full License"), a current  copy
of  which  is attached as Exhibit A, provided that paragraphs
one  through six of this Temporary License shall  control  to
the  extent  they  conflict with any  terms,  conditions,  or
covenants  of  the Full License.  The terms  "Agreement"  and
"License  Agreement"  as used in the Full  License  shall  be
construed to include this Temporary License.

           2.    The  Plan  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 Plan 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
License,  or  hereafter can, shall, or may have or  claim  to
have,   arising  out  of  or  in  any  way  related  to   the
aforementioned automatic termination or any actions taken  or
contemplated herein or related thereto, so long as  the  Plan
remains  a  licensee  pursuant to any  temporary  Blue  Cross
license or any then-effective Full License.

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

           4.    The provisions of paragraph 15(d)(i) of  the
Full  License  related  to  notice  to  customers,  and   the
provisions  of  paragraph  15(d)(iii)  of  the  Full  License
related  to the reestablishment fee, shall not apply so  long
as the Plan remains a licensee pursuant to any temporary Blue
Cross license or the then-effective Full License.

           5.    This  Temporary License shall  automatically
terminate  upon 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  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
License.

           6.    BCBSA  shall  award the then-effective  Full
License to the Plan effective immediately upon the expiration
or termination of this Temporary 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 Plan 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 License.


IN  WITNESS  WHEREOF, the parties have caused this  Temporary
Blue Cross 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


BLUE CROSS AND BLUE SHIELD OF MISSOURI

By: /s/ Roy R. Heimburger

Title: President and Chief Executive Officer

Date: January 24, 1997


Exhibit A

Previously Filed as Exhibit 10.6