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 of Other                        (I.R.S. Employer
     Jurisdiction                        Identification No.)
 of Incorporation or
     Organization)

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



         Rightchoice Managed Care, Inc. 2001 Stock Incentive 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
                  (Name and Address of Agent for Service)

                                (314) 923-4444
       (Telephone Number, Including Area Code, of Agent for Service)

                      CALCULATION OF REGISTRATION FEE

Title of Each Class of  Amount to    Proposed     Proposed     Amount of
      Securities           be         Maximum      Maximum    Registration
  To be Registered(1)  Registered    Offering     Aggregate      Fee(1)
                                     Price Per    Offering
                                      Unit(1)     Price(1)
Common Stock, par value
$0.01 per share          1,000,000     $38.31     $38,310,000     $9,578


     (1)   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  price  of  the Registrant's  common  stock  as  of
June 6, 2001.

  PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     RightCHOICE  Managed  Care, Inc. (the  "Registrant")  hereby
incorporates  by reference into this Registration  Statement  the
following documents:

     (a)  the  Registrant's annual report on Form  10-K  for  the
          year  ended  December  31,  2000,  as  filed  with  the
          Securities and Exchange Commission (the "SEC") on March
          28, 2001;

     (b)  the  Registrant's quarterly report on Form 10-Q for the
          quarter ended March 31, 2001, as filed with the SEC  on
          May 15, 2001; and

     (c)  the   description  of  the  Registrant's  common  stock
          contained in its Registration Statement on Form 8-A, as
          filed with the SEC 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  offered
hereby  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 filing of such reports  and  documents.
Any  statement contained in a document incorporated or deemed  to
be  incorporated  by  reference herein  shall  be  deemed  to  be
modified   or   superseded  for  purposes  of  this  Registration
Statement to the extent that a statement contained herein  or  in
any  other subsequently filed document which also is or is deemed
to  be  incorporated by reference herein modifies  or  supersedes
such  statement.   Any such statement so modified  or  superseded
shall  not  be  deemed, except as so modified or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     This  item  is inapplicable as the securities to be  offered
are registered under Section 12 of the Securities Exchange Act of
1934.

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters in connection  with  the  shares  of
common  stock to be registered hereby have been passed  upon  for
the  Registrant  by  Lewis,  Rice & Fingersh,  L.C.,  St.  Louis,
Missouri  63102.  Individual attorneys of Lewis, Rice & Fingersh,
L.C.  beneficially  own an aggregate of 3,000  shares  of  common
stock of the Registrant.

Item 6.  Indemnification of Directors And Officers.

     The   certificate  of  incorporation  and  bylaws   of   the
Registrant  provide for directors and officers of the  Registrant
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  or
not opposed to 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 or not opposed to the best interests of the company, and
(ii)  the  court in which the finding of liability  was  rendered
determines  that  despite  the  adjudication  of  liability,  the
director  or  officer  is  fairly  and  reasonably  entitled   to
indemnification.

     The   Registrant's  bylaws  also  authorize  it  to   obtain
insurance   to  protect  officers  and  directors  from   certain
liabilities,  including liabilities against which the  Registrant
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 Registrant  to
indemnify  persons other than its officers and directors  to  the
fullest  extent  permitted by Delaware  law,  however,  any  such
indemnification is at the Registrant's absolute  discretion.   In
addition,  the  Registrant 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 Registrant.

     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 Registrant or its stockholders, (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.

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

10.1         RightCHOICE   Managed   Care,   Inc.   2001   Stock
             Incentive Plan.

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

23.2         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 June 13, 2001.

                                   RightCHOICE Managed Care, Inc.
                                   (Registrant)

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

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement has been signed  on  June 13,
2001 by the following persons in the capacities indicated.

Name                          Title

*                               Chairman and Chief Executive Officer
John A. O'Rourke                (principal executive officer)

*                               Director, President, Chief
Sandra A. Van Trease            Financial Officer and
                                Chief Operating Officer (principal
                                financial officer)

/s/ Stuart K. Campbell          Senior Vice President, Finance
Stuart K. Campbell              (principal accounting officer)

*                               Director
William H.T. Bush

*                               Director
Earle H. Harbison, Jr.

*                               Director
Robert J. Kelley

                                Director
Roger B. Porter, Ph.D.

*                               Director
William J. Schicker

*                               Director
Gloria W. White


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



                               INDEX TO EXHIBITS

Reg. S-K                           Exhibit
Item 601
Exhibit No.
5            Opinion of Lewis, Rice & Fingersh, L.C.

10           RightCHOICE   Managed   Care,   Inc.   2001   Stock
             Incentive Plan.

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

23.2         Consent of PricewaterhouseCoopers LLP.

24           Powers of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "s8stockplan2001.txt", "description": "FORM S-8 2001 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 15470}]
{"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": "333-62898", "film-number": "1660022"}, "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"}}
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 of Other                        (I.R.S. Employer
     Jurisdiction                        Identification No.)
 of Incorporation or
     Organization)

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

         Rightchoice Managed Care, Inc. 2001 Stock Incentive 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
                  (Name and Address of Agent for Service)

                                (314) 923-4444
       (Telephone Number, Including Area Code, of Agent for Service)

                      CALCULATION OF REGISTRATION FEE

Title of Each Class of  Amount to    Proposed     Proposed     Amount of
      Securities           be         Maximum      Maximum    Registration
  To be Registered(1)  Registered    Offering     Aggregate      Fee(1)
                                     Price Per    Offering
                                      Unit(1)     Price(1)
Common Stock, par value
$0.01 per share          1,000,000     $38.31     $38,310,000     $9,578

     (1)   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  price  of  the Registrant's  common  stock  as  of
June 6, 2001.

  PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     RightCHOICE  Managed  Care, Inc. (the  "Registrant")  hereby
incorporates  by reference into this Registration  Statement  the
following documents:

     (a)  the  Registrant's annual report on Form  10-K  for  the
          year  ended  December  31,  2000,  as  filed  with  the
          Securities and Exchange Commission (the "SEC") on March
          28, 2001;

     (b)  the  Registrant's quarterly report on Form 10-Q for the
          quarter ended March 31, 2001, as filed with the SEC  on
          May 15, 2001; and

     (c)  the   description  of  the  Registrant's  common  stock
          contained in its Registration Statement on Form 8-A, as
          filed with the SEC 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  offered
hereby  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 filing of such reports  and  documents.
Any  statement contained in a document incorporated or deemed  to
be  incorporated  by  reference herein  shall  be  deemed  to  be
modified   or   superseded  for  purposes  of  this  Registration
Statement to the extent that a statement contained herein  or  in
any  other subsequently filed document which also is or is deemed
to  be  incorporated by reference herein modifies  or  supersedes
such  statement.   Any such statement so modified  or  superseded
shall  not  be  deemed, except as so modified or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     This  item  is inapplicable as the securities to be  offered
are registered under Section 12 of the Securities Exchange Act of
1934.

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters in connection  with  the  shares  of
common  stock to be registered hereby have been passed  upon  for
the  Registrant  by  Lewis,  Rice & Fingersh,  L.C.,  St.  Louis,
Missouri  63102.  Individual attorneys of Lewis, Rice & Fingersh,
L.C.  beneficially  own an aggregate of 3,000  shares  of  common
stock of the Registrant.

Item 6.  Indemnification of Directors And Officers.

     The   certificate  of  incorporation  and  bylaws   of   the
Registrant  provide for directors and officers of the  Registrant
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  or
not opposed to 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 or not opposed to the best interests of the company, and
(ii)  the  court in which the finding of liability  was  rendered
determines  that  despite  the  adjudication  of  liability,  the
director  or  officer  is  fairly  and  reasonably  entitled   to
indemnification.

     The   Registrant's  bylaws  also  authorize  it  to   obtain
insurance   to  protect  officers  and  directors  from   certain
liabilities,  including liabilities against which the  Registrant
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 Registrant  to
indemnify  persons other than its officers and directors  to  the
fullest  extent  permitted by Delaware  law,  however,  any  such
indemnification is at the Registrant's absolute  discretion.   In
addition,  the  Registrant 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 Registrant.

     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 Registrant or its stockholders, (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.

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

10.1         RightCHOICE   Managed   Care,   Inc.   2001   Stock
             Incentive Plan.

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

23.2         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 June 13, 2001.

                                   RightCHOICE Managed Care, Inc.
                                   (Registrant)

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

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement has been signed  on  June 13,
2001 by the following persons in the capacities indicated.

Name                          Title

*                               Chairman and Chief Executive Officer
John A. O'Rourke                (principal executive officer)

*                               Director, President, Chief
Sandra A. Van Trease            Financial Officer and
                                Chief Operating Officer (principal
                                financial officer)

/s/ Stuart K. Campbell          Senior Vice President, Finance
Stuart K. Campbell              (principal accounting officer)

*                               Director
William H.T. Bush

*                               Director
Earle H. Harbison, Jr.

*                               Director
Robert J. Kelley

                                Director
Roger B. Porter, Ph.D.

*                               Director
William J. Schicker

*                               Director
Gloria W. White

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

                               INDEX TO EXHIBITS

Reg. S-K                           Exhibit
Item 601
Exhibit No.
5            Opinion of Lewis, Rice & Fingersh, L.C.

10           RightCHOICE   Managed   Care,   Inc.   2001   Stock
             Incentive Plan.

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

23.2         Consent of PricewaterhouseCoopers LLP.

24           Powers of Attorney.