As filed with the Securities and Exchange Commission on January 16, 2001
                                                  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)


       BLUE CROSS AND BLUE SHIELD OF MISSOURI 401(k) SAVINGS PROGRAM
                         (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, Including Zip Code, 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(1)      Maximum        Maximum      Registration
Securities to                     Offering       Aggregate       Fee(2)
be Registered                     Price Per       Offering         (3)
                                   Unit(2)        Price(2)

Common Stock ,     300,000         $30.53        $9,159,000      $2,290
par value
$0.01 per
share

     (1)   This amount represents a number of shares that have been and may
be acquired with employee and employer contributions by participants in the
Blue  Cross  and  Blue  Shield  of Missouri  401(k)  Savings  Program.   In
addition,  pursuant to Rule 416(c) under the Securities  Act  of  1933,  as
amended, this Registration Statement also covers an indeterminate number of
interests  offered  and  sold and to be offered or  sold  pursuant  to  the
employee  benefit plan described herein and shall also be deemed  to  cover
any  additional  securities  to be offered or issued  to  prevent  dilution
resulting from stock splits, stock dividends and similar transactions.

     (2)   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
January 8, 2001, 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.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

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
    4.1      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)).

    4.2      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)).

    4.3      Tax-Favored Savings Program.

    4.4      Adoption Agreement, effective  July 1, 2000,
             between  RightCHOICE Managed Care, Inc., a Missouri
             corporation, and the Blue Cross and Blue Shield
             Association.

    5.1      An opinion of counsel as to the legality of the
             securities being registered is not required
             because such securities are not original issuance
             securities.

    5.2      The Registrant has submitted the plan to the
             Internal Revenue Service in a timely  manner, and
             the Registrant undertakes to submit to the
             Internal Revenue Service in a timely manner any
             amendments to the plan and has made or will make
             all changes required by the Internal Revenue
             Service in order to qualify the plan.

   23.1      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 January 15, 2001.

                                   RightCHOICE Managed Care, Inc.
                                   (Registrant)

                              By:  /s/ John 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 January 15, 2001 by
the following persons in the capacities indicated.

Name                          Title

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

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

*                             Director
William H.T. Bush

*                             Director
Earle H. Harbison, Jr.

*                             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.
4.1          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)).

4.2          Bylaws of RightCHOICE Managed Care Inc.
             (incorporated by reference to Exhibit 3(b)of
             Registrant's  Registration Statement on Form S-4
             (File No.333-45750)).

4.3          Tax-Favored Savings Program.

4.4          Adoption Agreement, effective July 1, 2000,
             between RightCHOICE Managed Care, Inc., a Missouri
             corporation, and the Blue Cross and Blue Shield
             Association.

23.1         Consent of PricewaterhouseCoopers LLP.

24           Powers of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 17202}]
{"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": "333-53736", "film-number": "1509113"}, "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 January 16, 2001
                                                  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)

       BLUE CROSS AND BLUE SHIELD OF MISSOURI 401(k) SAVINGS PROGRAM
                         (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, Including Zip Code, 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(1)      Maximum        Maximum      Registration
Securities to                     Offering       Aggregate       Fee(2)
be Registered                     Price Per       Offering         (3)
                                   Unit(2)        Price(2)

Common Stock ,     300,000         $30.53        $9,159,000      $2,290
par value
$0.01 per
share

     (1)   This amount represents a number of shares that have been and may
be acquired with employee and employer contributions by participants in the
Blue  Cross  and  Blue  Shield  of Missouri  401(k)  Savings  Program.   In
addition,  pursuant to Rule 416(c) under the Securities  Act  of  1933,  as
amended, this Registration Statement also covers an indeterminate number of
interests  offered  and  sold and to be offered or  sold  pursuant  to  the
employee  benefit plan described herein and shall also be deemed  to  cover
any  additional  securities  to be offered or issued  to  prevent  dilution
resulting from stock splits, stock dividends and similar transactions.

     (2)   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
January 8, 2001, 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.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

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
    4.1      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)).

    4.2      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)).

    4.3      Tax-Favored Savings Program.

    4.4      Adoption Agreement, effective  July 1, 2000,
             between  RightCHOICE Managed Care, Inc., a Missouri
             corporation, and the Blue Cross and Blue Shield
             Association.

    5.1      An opinion of counsel as to the legality of the
             securities being registered is not required
             because such securities are not original issuance
             securities.

    5.2      The Registrant has submitted the plan to the
             Internal Revenue Service in a timely  manner, and
             the Registrant undertakes to submit to the
             Internal Revenue Service in a timely manner any
             amendments to the plan and has made or will make
             all changes required by the Internal Revenue
             Service in order to qualify the plan.

   23.1      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 January 15, 2001.

                                   RightCHOICE Managed Care, Inc.
                                   (Registrant)

                              By:  /s/ John 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 January 15, 2001 by
the following persons in the capacities indicated.

Name                          Title

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

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

*                             Director
William H.T. Bush

*                             Director
Earle H. Harbison, Jr.

*                             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.
4.1          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)).

4.2          Bylaws of RightCHOICE Managed Care Inc.
             (incorporated by reference to Exhibit 3(b)of
             Registrant's  Registration Statement on Form S-4
             (File No.333-45750)).

4.3          Tax-Favored Savings Program.

4.4          Adoption Agreement, effective July 1, 2000,
             between RightCHOICE Managed Care, Inc., a Missouri
             corporation, and the Blue Cross and Blue Shield
             Association.

23.1         Consent of PricewaterhouseCoopers LLP.

24           Powers of Attorney.