As filed with the Securities and Exchange Commission on December 6, 2000
                                                    Registration No. 333-____

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                      _________________________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    Under
                         THE SECURITIES ACT OF 1933
                      ________________________________

                          RIGHTCHOICE MANAGED CARE, INC.
           (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                         43-0303080
              (State or Other                    (IRS Employer
              Jurisdiction of                 Identification No.)
             Incorporation or
               Organization)

          1831 Chestnut Street, St. Louis, Missouri      63103-2275
          (Address of Principal Executive Offices)       (Zip Code)

             RIGHTCHOICE MANAGED CARE, INC. AMENDED AND RESTATED
          NONEMPLOYEE DIRECTORS' NONQUALIFIED DEFERRED COMPENSATION PLAN
                          (Full Title of the Plan)

                            Angela F. Braly, Esq.
      Executive Vice President, General Counsel and Corporate Secretary
                       RightCHOICE Managed Care, Inc.
            1831 Chestnut Street, St. Louis, Missouri  63103-2275
                              (314) 923-4444
   (Name, Address, and Telephone Number, Including Area Code, of Agent For
                                  Service)

                       CALCULATION OF REGISTRATION FEE
Title of  Each   Amount to be       Proposed       Proposed       Amount of
Class of         Registered(2)      Maximum        Maximum       Registration
Securities to                       Offering       Aggregate       Fee(5)
be Registered                       Price Per      Offering
                                    Unit(3)        Price(5)

Common Stock ,      30,000          $29.29        $878,700        $232
par value
$0.01 per
share

Deferred          $1,000,000       100%(4)       $1,000,000       $264
Compensation
Obligations(1)

(1)  The  deferred  compensation  obligations being  registered  are  general
     unfunded  and  unsecured obligations of the Registrant to  pay  deferred
     compensation  in the future to participating members of the  RightCHOICE
     Managed   Care,   Inc.  Amended  and  Restated  Nonemployee   Directors'
     Nonqualified Deferred Compensation Plan (the "Plan").
(2)  In  addition, pursuant to Rule 416(c) under the Securities Act of  1933,
     as amended, this Registration Statement shall also be deemed to cover an
     indeterminate  amount of interests offered and to  be  offered  or  sold
     pursuant  to  the Plan and any additional securities to  be  offered  or
     issued  to prevent dilution resulting from stock splits, stock dividends
     and similar transactions.
(3)  The  securities registered hereunder were and are to be offered pursuant
     to the Plan.
(4)  The  deferred  compensation obligations being registered  represent  the
     maximum  amount  of  compensation  deferrals  which  were  and   it   is
     anticipated  may  be  made  by  participants  in  the  Plan  during  the
     approximate twenty-four month period following the initial offering date
     under the Registration Statement.
(5)  The  amount  set  forth  herein  is estimated  solely  for  purposes  of
     calculating  the  registration fee in accordance  with  Rule  457(h)(1).
     Pursuant  to  Rule  457(c), the amount set forth herein  represents  the
     average  of the high and low prices of the Registrant's Common Stock  as
     of  December 1, 2000, such date being within five business days  of  the
     filing of this Registration Statement.

  PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information required in Part  I
of  the  registration  statement will be provided  to  each  plan
participant  as required by Rule 428(b)(1).  Such  documents  are
not  being  filed  with  the Commission in  accordance  with  the
instructions to Form S-8 but constitute (along with the documents
incorporated   by  reference  into  the  registration   statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.

  PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following documents, as filed with the Commission,  are
incorporated by reference herein:

     (1)  The Registrant's final prospectus/proxy statement dated
October 4, 2000 filed with the Commission on October 6, 2000; and

     (2)   The  description  of  the  Registrant's  common  stock
contained  in its Registration Statement on Form 8-A  filed  with
the Commission on May 24, 2000.

     All  reports and other documents subsequently filed  by  the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of  the
Securities Exchange Act of 1934, prior to the filing of  a  post-
effective  amendment which indicates that all securities  offered
have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference in  this
registration statement and to be a part hereof from the  date  of
the filing of such reports and documents.

Item 4.  Description of Securities.

     Under  the  RightCHOICE  Managed  Care,  Inc.  Amended   and
Restated    Nonemployee    Directors'    Nonqualified    Deferred
Compensation  Plan, a nonemployee director of the Registrant  may
defer  the annual compensation paid by the Registrant or  any  of
its   majority  owned  subsidiaries  (a  "Subsidiary")   to   the
participant  for his or her service as a director and  may  defer
the  compensation received for attendance at board and  committee
meetings of the Registrant and its Subsidiaries.

     Participants  may  defer their fees into either  a  deferred
cash  account or a stock unit account.  The number of stock units
credited  to  a  participant's  stock  unit  account  equals  the
quotient of the amount of the annual fee and/or meeting fee  that
would have otherwise been payable divided by the reported closing
price per share of the Registrant's common stock on the New  York
Stock Exchange.

     Participants  are entitled to distribution  following  their
termination  of  service as a member of  the  Registrant's  or  a
Subsidiary's  board  of directors.  A participant  may  elect  to
receive the value of his or her deferred cash account in one lump
sum  payment or annual installment payments over a period  up  to
five  years.   A  nonemployee director may elect to  receive  the
balance  of  his  or  her stock unit account  in  shares  of  the
Registrant's common stock in a single distribution or in a series
of distributions over a period up to five years.

     If  a  participant elects to receive a lump-sum distribution
from  his or her stock unit account, the distribution will  be  a
number of shares of the Registrant's stock equal to the number of
the  participant's  stock  units.  If  a  participant  elects  to
receive  annual installments from his or her stock unit  account,
the   amount  of  each  distribution  will  be  shares   of   the
Registrant's common stock equal in number to the number of  stock
units  credited to a participant's stock unit account as  of  the
date  immediately preceding the date of distribution  divided  by
the number of installments remaining to be paid.

     The  plan  is  administered by a committee approved  by  the
Registrant's board of directors.

     The  foregoing  discussion is qualified in its  entirety  by
reference to the Plan.

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters  in  connection  with  the  deferred
compensation obligations to be registered hereby and  the  shares
of  common  stock  to  be issued through the RightCHOICE  Managed
Care,   Inc.   Amended   and   Restated  Nonemployee   Directors'
Nonqualified Deferred Compensation Plan have been passed upon for
the  Registrant  by  Lewis,  Rice & Fingersh,  L.C.,  St.  Louis,
Missouri 63102.

Item 6.  Indemnification of Directors And Officers.

     The   certificate  of  incorporation  and  bylaws   of   the
Registrant provide for directors and officers of the company  who
are  or  were  parties  to any threatened, pending  or  completed
civil,  criminal, administrative or investigative  action  to  be
indemnified against expenses, judgements, fines and amounts  paid
in  settlement  to the fullest extent permitted by Delaware  law.
Pursuant  to  Delaware  law,  a  director  or  officer  will   be
indemnified against liability, provided he or she acted  in  good
faith and in a manner he or she reasonably believed to be in  the
best  interests  of  the  company.  Furthermore,  a  director  or
officer will be indemnified against criminal action expenses  and
fines, provided he or she had no reasonable cause to believe  his
or  her conduct was unlawful.  However, a director or officer who
is  involved  in litigation initiated by or in the right  of  the
company who is adjudged to be liable to the company will  not  be
entitled to indemnification, unless (i) he or she acted  in  good
faith and in a manner he or she reasonably believed to be in  the
best interests of the company, or in a criminal action he or  she
had  no  reasonable  cause to believe  his  or  her  conduct  was
unlawful,  and (ii) the court in which the finding  of  liability
was   rendered  determines  that  despite  the  adjudication   of
liability,  the  director  of officer is  fairly  and  reasonably
entitled to indemnification.

     To  the  extent that a director or officer is successful  on
the merits in defense of a suit or proceeding brought against him
or  her by reason of the fact that he or she is or was a director
or  officer  of  the  company,  or serves  or  served  any  other
enterprise  or organization at the request of the Registrant,  he
or she will be indemnified against expenses (including attorneys'
fees)  actually and reasonably incurred in connection  with  such
action.   Additionally,  the  company  may  advance  funds  to  a
director  or officer prior to a final disposition of the  matter,
provided  the  director  or  officer agrees  to  repay  any  such
advancements if it is determined that the director or officer  is
not entitled to indemnification by the company.

     The   Registrant's  bylaws  also  authorize  it  to   obtain
insurance   to  protect  officers  and  directors  from   certain
liabilities,  including  liabilities against  which  the  company
cannot  indemnify  its  directors and officers.   The  Registrant
currently  has  in  effect a directors' and  officers'  liability
insurance  policy.  The bylaws also provide for  the  company  to
indemnify  persons other than its officers and directors  to  the
fullest  extent  permitted by Delaware  law,  however,  any  such
indemnification is at the company's absolute discretion.

     In  addition to the provision for indemnification  discussed
above,  the Registrant's certificate of incorporation contains  a
provision that eliminates the personal liability of a director of
the   Registrant  and  its  stockholders  for  monetary   damages
resulting from a breach of his or her fiduciary duty.  However, a
director is not relieved from liability for (i) any breach of the
duty of loyalty to the company or its shareholders, (ii) acts  or
omissions   not  in  good  faith  or  which  involve  intentional
misconduct  or  a knowing violation of law, (iii) payment  of  an
improper  dividend  or improper repurchase  of  the  Registrant's
common   stock   under  Section  174  of  the  Delaware   General
Corporation Law, or (iv) any transaction from which the  director
derived an improper personal benefit.

     Under the terms of an Indemnification Agreement between  the
Registrant  and The Missouri Foundation For Health, The  Missouri
Foundation  For Health will indemnify all directors and  officers
of the Registrant from any income tax liabilities which may arise
in  or  for  any  claims  arising out of  the  reorganization  of
RightCHOICE   Managed Care Inc., a Missouri corporation,  or  the
events  that gave rise to the litigation between Blue  Cross  and
Blue Shield of Missouri and the State of Missouri.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The   following   exhibits   are   submitted   herewith   or
incorporated by reference herein.

Exhibit      Exhibit
Number
4(a)         Certificate   of   Incorporation   of   RightCHOICE
             Managed  Care, Inc. (incorporated by  reference  to
             Exhibit    3(a)    of   Registrant's   Registration
             Statement on Form S-4 (File No. 333-34750)).

4(b)         Bylaws    of   RightCHOICE   Managed   Care    Inc.
             (incorporated  by  reference  to  Exhibit  3(b)  of
             Registrant's  Registration Statement  on  Form  S-4
             (File No. 333-34750)).

4(c)         RightCHOICE   Managed  Care,   Inc.   Amended   and
             Restated    Nonemployee   Directors'   Nonqualified
             Deferred Compensation Plan.

5            Opinion of Lewis, Rice & Fingersh, L.C.

23(a)        Consent  of Lewis, Rice & Fingersh, L.C.  (included
             in Exhibit 5).

23(b)        Consent of PricewaterhouseCoopers LLP.

24           Powers of Attorney.



Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)   To  file,  during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     registration statement:

               (i)    To  include  any  prospectus  required   by
          Section 10(a)(3) of the Securities Act of 1933;

               (ii)  To  reflect in the prospectus any  facts  or
          events   arising  after  the  effective  date  of   the
          registration  statement  (or  the  most  recent   post-
          effective amendment thereof) which, individually or  in
          the  aggregate, represent a fundamental change  in  the
          information set forth in the registration statement;

               (iii)     To include any material information with
          respect  to  the  plan of distribution  not  previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement.

          Provided,   however,  that  paragraphs  (a)(1)(i)   and
     (a)(1)(ii)  of this Section do not apply if the registration
     statement  is  on  Form S-3, Form S-8 or Form  F-3  and  the
     information  required  to be included  in  a  post-effective
     amendment  by  those  paragraphs is  contained  in  periodic
     reports  filed  with or furnished to the Commission  by  the
     registrant  pursuant to Section 13 or Section 15(d)  of  the
     Securities  Exchange  Act of 1934 that are  incorporated  by
     reference in the registration statement.

          (2)  That, for the purpose of determining any liability
     under  the  Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof.

          (3)   To  remove from registration by means of a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

     (b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

     (c)   Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the registrant  pursuant  to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                           SIGNATURES

     The   Registrant.   Pursuant  to  the  requirements  of  the
Securities  Act  of 1933, the Registrant certifies  that  it  has
reasonable  grounds  to  believe  that  it  meets  all   of   the
requirements  for  filing on Form S-8 and has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri, on December 4, 2000.

                                   RightCHOICE Managed Care, Inc.
                                   (Registrant)

                              By:  /s/ John O'Rourke
                                   John A. O'Rourke
                                   President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of  1933,
this  Registration Statement has been signed on December 4,  2000
by the following persons in the capacities indicated.

Name                          Title

/s/ John O'Rourke
John A. O'Rourke              President , Chief Executive
                              Officer, and Director (principal
                              executive officer)

/s/ Sandra A. Van Trease
Sandra A. Van Trease          Senior Executive Vice President
                              and Chief Financial Officer and
                              Chief Operating Officer (principal
                              financial and accounting officer)

            *
William H.T. Bush             Director

            *
Earle H. Harbison, Jr.        Director

            *
Roger B. Porter, Ph.D.        Director

            *
William J. Schicker           Director

            *
Gloria W. White               Director


*By:/s/ Angela F. Braly
       Attorney in Fact


                        INDEX TO EXHIBITS

Reg. S-K                           Exhibit
Item 601
Exhibit
No.

4(a)         Certificate   of   Incorporation   of   RightCHOICE
             Managed  Care, Inc. (incorporated by  reference  to
             Exhibit    3(a)    of   Registrant's   Registration
             Statement on Form S-4 (File No. 333-34750)).

4(b)         Bylaws    of   RightCHOICE   Managed   Care    Inc.
             (incorporated  by  reference  to  Exhibit  3(b)  of
             Registrant's  Registration Statement  on  Form  S-4
             (File No. 333-34750)).

4(c)         RightCHOICE   Managed  Care,   Inc.   Amended   and
             Restated    Nonemployee   Directors'   Nonqualified
             Deferred Compensation Plan.

5            Opinion of Lewis, Rice & Fingersh, L.C.

23(a)        Consent  of Lewis, Rice & Fingersh, L.C.  (included
             in Exhibit 5).

23(b)        Consent of PricewaterhouseCoopers LLP.

24           Powers of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 20610}]
{"company-data": {"conformed-name": "RIGHTCHOICE MANAGED CARE INC /DE", "cik": "0001109802", "assigned-sic": "6324", "irs-number": "430303080", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51334", "film-number": "784288"}, "business-address": {"street1": "1831 CHESTNUT ST", "street2": "BLUE CROSS BLUE SHIELD PLZ", "city": "ST LOUIS", "state": "MO", "zip": "63103-2275", "phone": "3149234444"}, "mail-address": {"street1": "1831 CHESTNUT ST", "street2": "BLUE CROSS BLUE SHIELD PLZ", "city": "ST LOUIS", "state": "MO", "zip": "63103-2275"}}
As filed with the Securities and Exchange Commission on December 6, 2000
                                                    Registration No. 333-____

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                      _________________________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    Under
                         THE SECURITIES ACT OF 1933
                      ________________________________

                          RIGHTCHOICE MANAGED CARE, INC.
           (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                         43-0303080
              (State or Other                    (IRS Employer
              Jurisdiction of                 Identification No.)
             Incorporation or
               Organization)

          1831 Chestnut Street, St. Louis, Missouri      63103-2275
          (Address of Principal Executive Offices)       (Zip Code)

             RIGHTCHOICE MANAGED CARE, INC. AMENDED AND RESTATED
          NONEMPLOYEE DIRECTORS' NONQUALIFIED DEFERRED COMPENSATION PLAN
                          (Full Title of the Plan)

                            Angela F. Braly, Esq.
      Executive Vice President, General Counsel and Corporate Secretary
                       RightCHOICE Managed Care, Inc.
            1831 Chestnut Street, St. Louis, Missouri  63103-2275
                              (314) 923-4444
   (Name, Address, and Telephone Number, Including Area Code, of Agent For
                                  Service)

                       CALCULATION OF REGISTRATION FEE
Title of  Each   Amount to be       Proposed       Proposed       Amount of
Class of         Registered(2)      Maximum        Maximum       Registration
Securities to                       Offering       Aggregate       Fee(5)
be Registered                       Price Per      Offering
                                    Unit(3)        Price(5)

Common Stock ,      30,000          $29.29        $878,700        $232
par value
$0.01 per
share

Deferred          $1,000,000       100%(4)       $1,000,000       $264
Compensation
Obligations(1)

(1)  The  deferred  compensation  obligations being  registered  are  general
     unfunded  and  unsecured obligations of the Registrant to  pay  deferred
     compensation  in the future to participating members of the  RightCHOICE
     Managed   Care,   Inc.  Amended  and  Restated  Nonemployee   Directors'
     Nonqualified Deferred Compensation Plan (the "Plan").
(2)  In  addition, pursuant to Rule 416(c) under the Securities Act of  1933,
     as amended, this Registration Statement shall also be deemed to cover an
     indeterminate  amount of interests offered and to  be  offered  or  sold
     pursuant  to  the Plan and any additional securities to  be  offered  or
     issued  to prevent dilution resulting from stock splits, stock dividends
     and similar transactions.
(3)  The  securities registered hereunder were and are to be offered pursuant
     to the Plan.
(4)  The  deferred  compensation obligations being registered  represent  the
     maximum  amount  of  compensation  deferrals  which  were  and   it   is
     anticipated  may  be  made  by  participants  in  the  Plan  during  the
     approximate twenty-four month period following the initial offering date
     under the Registration Statement.
(5)  The  amount  set  forth  herein  is estimated  solely  for  purposes  of
     calculating  the  registration fee in accordance  with  Rule  457(h)(1).
     Pursuant  to  Rule  457(c), the amount set forth herein  represents  the
     average  of the high and low prices of the Registrant's Common Stock  as
     of  December 1, 2000, such date being within five business days  of  the
     filing of this Registration Statement.

  PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information required in Part  I
of  the  registration  statement will be provided  to  each  plan
participant  as required by Rule 428(b)(1).  Such  documents  are
not  being  filed  with  the Commission in  accordance  with  the
instructions to Form S-8 but constitute (along with the documents
incorporated   by  reference  into  the  registration   statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.

  PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following documents, as filed with the Commission,  are
incorporated by reference herein:

     (1)  The Registrant's final prospectus/proxy statement dated
October 4, 2000 filed with the Commission on October 6, 2000; and

     (2)   The  description  of  the  Registrant's  common  stock
contained  in its Registration Statement on Form 8-A  filed  with
the Commission on May 24, 2000.

     All  reports and other documents subsequently filed  by  the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of  the
Securities Exchange Act of 1934, prior to the filing of  a  post-
effective  amendment which indicates that all securities  offered
have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference in  this
registration statement and to be a part hereof from the  date  of
the filing of such reports and documents.

Item 4.  Description of Securities.

     Under  the  RightCHOICE  Managed  Care,  Inc.  Amended   and
Restated    Nonemployee    Directors'    Nonqualified    Deferred
Compensation  Plan, a nonemployee director of the Registrant  may
defer  the annual compensation paid by the Registrant or  any  of
its   majority  owned  subsidiaries  (a  "Subsidiary")   to   the
participant  for his or her service as a director and  may  defer
the  compensation received for attendance at board and  committee
meetings of the Registrant and its Subsidiaries.

     Participants  may  defer their fees into either  a  deferred
cash  account or a stock unit account.  The number of stock units
credited  to  a  participant's  stock  unit  account  equals  the
quotient of the amount of the annual fee and/or meeting fee  that
would have otherwise been payable divided by the reported closing
price per share of the Registrant's common stock on the New  York
Stock Exchange.

     Participants  are entitled to distribution  following  their
termination  of  service as a member of  the  Registrant's  or  a
Subsidiary's  board  of directors.  A participant  may  elect  to
receive the value of his or her deferred cash account in one lump
sum  payment or annual installment payments over a period  up  to
five  years.   A  nonemployee director may elect to  receive  the
balance  of  his  or  her stock unit account  in  shares  of  the
Registrant's common stock in a single distribution or in a series
of distributions over a period up to five years.

     If  a  participant elects to receive a lump-sum distribution
from  his or her stock unit account, the distribution will  be  a
number of shares of the Registrant's stock equal to the number of
the  participant's  stock  units.  If  a  participant  elects  to
receive  annual installments from his or her stock unit  account,
the   amount  of  each  distribution  will  be  shares   of   the
Registrant's common stock equal in number to the number of  stock
units  credited to a participant's stock unit account as  of  the
date  immediately preceding the date of distribution  divided  by
the number of installments remaining to be paid.

     The  plan  is  administered by a committee approved  by  the
Registrant's board of directors.

     The  foregoing  discussion is qualified in its  entirety  by
reference to the Plan.

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters  in  connection  with  the  deferred
compensation obligations to be registered hereby and  the  shares
of  common  stock  to  be issued through the RightCHOICE  Managed
Care,   Inc.   Amended   and   Restated  Nonemployee   Directors'
Nonqualified Deferred Compensation Plan have been passed upon for
the  Registrant  by  Lewis,  Rice & Fingersh,  L.C.,  St.  Louis,
Missouri 63102.

Item 6.  Indemnification of Directors And Officers.

     The   certificate  of  incorporation  and  bylaws   of   the
Registrant provide for directors and officers of the company  who
are  or  were  parties  to any threatened, pending  or  completed
civil,  criminal, administrative or investigative  action  to  be
indemnified against expenses, judgements, fines and amounts  paid
in  settlement  to the fullest extent permitted by Delaware  law.
Pursuant  to  Delaware  law,  a  director  or  officer  will   be
indemnified against liability, provided he or she acted  in  good
faith and in a manner he or she reasonably believed to be in  the
best  interests  of  the  company.  Furthermore,  a  director  or
officer will be indemnified against criminal action expenses  and
fines, provided he or she had no reasonable cause to believe  his
or  her conduct was unlawful.  However, a director or officer who
is  involved  in litigation initiated by or in the right  of  the
company who is adjudged to be liable to the company will  not  be
entitled to indemnification, unless (i) he or she acted  in  good
faith and in a manner he or she reasonably believed to be in  the
best interests of the company, or in a criminal action he or  she
had  no  reasonable  cause to believe  his  or  her  conduct  was
unlawful,  and (ii) the court in which the finding  of  liability
was   rendered  determines  that  despite  the  adjudication   of
liability,  the  director  of officer is  fairly  and  reasonably
entitled to indemnification.

     To  the  extent that a director or officer is successful  on
the merits in defense of a suit or proceeding brought against him
or  her by reason of the fact that he or she is or was a director
or  officer  of  the  company,  or serves  or  served  any  other
enterprise  or organization at the request of the Registrant,  he
or she will be indemnified against expenses (including attorneys'
fees)  actually and reasonably incurred in connection  with  such
action.   Additionally,  the  company  may  advance  funds  to  a
director  or officer prior to a final disposition of the  matter,
provided  the  director  or  officer agrees  to  repay  any  such
advancements if it is determined that the director or officer  is
not entitled to indemnification by the company.

     The   Registrant's  bylaws  also  authorize  it  to   obtain
insurance   to  protect  officers  and  directors  from   certain
liabilities,  including  liabilities against  which  the  company
cannot  indemnify  its  directors and officers.   The  Registrant
currently  has  in  effect a directors' and  officers'  liability
insurance  policy.  The bylaws also provide for  the  company  to
indemnify  persons other than its officers and directors  to  the
fullest  extent  permitted by Delaware  law,  however,  any  such
indemnification is at the company's absolute discretion.

     In  addition to the provision for indemnification  discussed
above,  the Registrant's certificate of incorporation contains  a
provision that eliminates the personal liability of a director of
the   Registrant  and  its  stockholders  for  monetary   damages
resulting from a breach of his or her fiduciary duty.  However, a
director is not relieved from liability for (i) any breach of the
duty of loyalty to the company or its shareholders, (ii) acts  or
omissions   not  in  good  faith  or  which  involve  intentional
misconduct  or  a knowing violation of law, (iii) payment  of  an
improper  dividend  or improper repurchase  of  the  Registrant's
common   stock   under  Section  174  of  the  Delaware   General
Corporation Law, or (iv) any transaction from which the  director
derived an improper personal benefit.

     Under the terms of an Indemnification Agreement between  the
Registrant  and The Missouri Foundation For Health, The  Missouri
Foundation  For Health will indemnify all directors and  officers
of the Registrant from any income tax liabilities which may arise
in  or  for  any  claims  arising out of  the  reorganization  of
RightCHOICE   Managed Care Inc., a Missouri corporation,  or  the
events  that gave rise to the litigation between Blue  Cross  and
Blue Shield of Missouri and the State of Missouri.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The   following   exhibits   are   submitted   herewith   or
incorporated by reference herein.

Exhibit      Exhibit
Number
4(a)         Certificate   of   Incorporation   of   RightCHOICE
             Managed  Care, Inc. (incorporated by  reference  to
             Exhibit    3(a)    of   Registrant's   Registration
             Statement on Form S-4 (File No. 333-34750)).

4(b)         Bylaws    of   RightCHOICE   Managed   Care    Inc.
             (incorporated  by  reference  to  Exhibit  3(b)  of
             Registrant's  Registration Statement  on  Form  S-4
             (File No. 333-34750)).

4(c)         RightCHOICE   Managed  Care,   Inc.   Amended   and
             Restated    Nonemployee   Directors'   Nonqualified
             Deferred Compensation Plan.

5            Opinion of Lewis, Rice & Fingersh, L.C.

23(a)        Consent  of Lewis, Rice & Fingersh, L.C.  (included
             in Exhibit 5).

23(b)        Consent of PricewaterhouseCoopers LLP.

24           Powers of Attorney.

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)   To  file,  during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     registration statement:

               (i)    To  include  any  prospectus  required   by
          Section 10(a)(3) of the Securities Act of 1933;

               (ii)  To  reflect in the prospectus any  facts  or
          events   arising  after  the  effective  date  of   the
          registration  statement  (or  the  most  recent   post-
          effective amendment thereof) which, individually or  in
          the  aggregate, represent a fundamental change  in  the
          information set forth in the registration statement;

               (iii)     To include any material information with
          respect  to  the  plan of distribution  not  previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement.

          Provided,   however,  that  paragraphs  (a)(1)(i)   and
     (a)(1)(ii)  of this Section do not apply if the registration
     statement  is  on  Form S-3, Form S-8 or Form  F-3  and  the
     information  required  to be included  in  a  post-effective
     amendment  by  those  paragraphs is  contained  in  periodic
     reports  filed  with or furnished to the Commission  by  the
     registrant  pursuant to Section 13 or Section 15(d)  of  the
     Securities  Exchange  Act of 1934 that are  incorporated  by
     reference in the registration statement.

          (2)  That, for the purpose of determining any liability
     under  the  Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof.

          (3)   To  remove from registration by means of a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

     (b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

     (c)   Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the registrant  pursuant  to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                           SIGNATURES

     The   Registrant.   Pursuant  to  the  requirements  of  the
Securities  Act  of 1933, the Registrant certifies  that  it  has
reasonable  grounds  to  believe  that  it  meets  all   of   the
requirements  for  filing on Form S-8 and has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri, on December 4, 2000.

                                   RightCHOICE Managed Care, Inc.
                                   (Registrant)

                              By:  /s/ John O'Rourke
                                   John A. O'Rourke
                                   President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration Statement has been signed on December 4,  2000
by the following persons in the capacities indicated.

Name                          Title

/s/ John O'Rourke
John A. O'Rourke              President , Chief Executive
                              Officer, and Director (principal
                              executive officer)

/s/ Sandra A. Van Trease
Sandra A. Van Trease          Senior Executive Vice President
                              and Chief Financial Officer and
                              Chief Operating Officer (principal
                              financial and accounting officer)

            *
William H.T. Bush             Director

            *
Earle H. Harbison, Jr.        Director

            *
Roger B. Porter, Ph.D.        Director

            *
William J. Schicker           Director

            *
Gloria W. White               Director

*By:/s/ Angela F. Braly
       Attorney in Fact

                        INDEX TO EXHIBITS

Reg. S-K                           Exhibit
Item 601
Exhibit
No.

4(a)         Certificate   of   Incorporation   of   RightCHOICE
             Managed  Care, Inc. (incorporated by  reference  to
             Exhibit    3(a)    of   Registrant's   Registration
             Statement on Form S-4 (File No. 333-34750)).

4(b)         Bylaws    of   RightCHOICE   Managed   Care    Inc.
             (incorporated  by  reference  to  Exhibit  3(b)  of
             Registrant's  Registration Statement  on  Form  S-4
             (File No. 333-34750)).

4(c)         RightCHOICE   Managed  Care,   Inc.   Amended   and
             Restated    Nonemployee   Directors'   Nonqualified
             Deferred Compensation Plan.

5            Opinion of Lewis, Rice & Fingersh, L.C.

23(a)        Consent  of Lewis, Rice & Fingersh, L.C.  (included
             in Exhibit 5).

23(b)        Consent of PricewaterhouseCoopers LLP.

24           Powers of Attorney.