Exhibit 10.57
                              
                             1997
                         ABCBS/BCBSMo
                          Incentive
                             Plan




                        President/CEO



                                             
                              
                              
               The ABCBS/BCBSMo Incentive Plan
                              
                         Eligibility
                              
The 1997 ABCBS/BCBSMo Incentive Plan (AIP) is a short-term
incentive program designed to reward you for the achievement
of corporate and individual goals.  As this program is
designed for the President/CEO of both companies, it is a
combination of the ABCBS's and BCBSMo's incentive plans.



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


                 Overall Program Description


For 1997, 50% of your annual incentive opportunity will be
based upon ABCBS corporate financial performance, and 50%
will be based on BCBSMo corporate financial performance.
Two incentive pools, one for each company's performance,
have been established to determine your total incentive
opportunity.

The key element in determining the size of your incentive
pools are: the overall corporate financial performance as
measured by ABCBS's 1997 net income and by BCBSMo's 1997
Operating Profit.

Your total target incentive pool is 43% of your base salary
or salary range midpoint, whichever is higher.  The target
pools attributed to ABCBS and BCBSMo are 21.5% and 21.5%,
respectively.

ABCBS's incentive payment and BCBSMo's incentive payment
will be calculated separately, and then combined into your
total incentive payout.


                              
                  ABCBS Incentive Component


                    ABCBS Incentive Pool
                              
The key element in determining the size of your ABCBS
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 your base salary as of December 31, 1997, or
salary range midpoint, whichever is higher.


                ABCBS Incentive Pool Funding

                        Threshold        Target          Maximum
Net Income, excluding                                        
one-time charges such                                        
as relocation           $2.5 million   $7.5 million    $11.3 million
                                                                             
Pool Size as a % of                                          
midpoint or base            7%            21.5%            33%
salary:


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


                    BCBSMo Incentive Pool
                              
The key element in determining the size of your BCBSMo
incentive pool is the overall corporate financial
performance as measured by the company's 1997 Operating
Profit, excluding Investment Income, Extraordinary
Income/Expense and Taxes on 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 and
individual goals.

The threshold for Operating Profit (a loss of $2.4 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 your participantOs base salary as of December
31, 1997, or salary range midpoint, whichever is higher.


                BCBSMo Incentive Pool Funding
                              
                                                        
                        Threshold      Target       Maximum
Operating Profit,                                       
excluding                                               
Investment Income,                                      
Extraordinary                                           
Income/Expense and        -$2.4         -$1.9        -$1.4
Taxes on Income          million       million      million
                                                        
Pool Size as a % of                                     
midpoint or base            7%          21.5%         33%
salary:


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


             Corporate and Individual Incentives

The following description applies to both the ABCBS and
BCBSMo components of the incentive plan.  This describes the
split between corporate and individual incentives.

Corporate Financial Incentive - 75% of your incentive
payment is based solely on the accomplishment of the
corporate financial goal, i.e., you receive 75% of the
Incentive Payment, based on the Incentive Pool charts for
ABCBS and BCBSMo.

Individual Incentive - Additionally, 25% of your incentive
payment is based on the accomplishment of the corporate
financial goal, but is only paid if you meet your individual
goals.

Your individual goals will be specific and/or unique
discretionary goals that will be tied to and support the
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.

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.  Once
known, your performance results as measured against your
individual discretionary goals should be forwarded to the
appropriate 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 1998, following acceptance and approval by
the Board of Directors or their designee.


          Administration of the Program (continued)


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).

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 participantOs 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.