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

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

                      RightCHOICE Managed Care, Inc.
                   Executive 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  63105
                              (314) 923-4444
       (Name, Address and Telephone Number, Including Area Code, of
                            Agent for Service)

                      CALCULATION OF REGISTRATION FEE

 Title of Securities    Amount      Proposed      Proposed     Amount of
 To be Registered(1)     to be      Maximum       Maximum    Registration
                       Registered   Offering      Aggregate      Fee (3)
                          (2)       Price Per     Offering
                                    Unit(3)       Price (3)

Deferred Compensation
Obligations            4,000,000     100%       $4,000,000       $1,056

     (1)   The  deferred  compensation  obligations  being  registered  are
general  unfunded  and unsecured obligations of RightCHOICE  Managed  Care,
Inc. to pay deferred compensation in the future to participating members of
the  RightCHOICE  Managed Care, Inc. Executive Deferred  Compensation  Plan
(the "Plan").
     (2)   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  this
Registration Statement.
     (3)   The amount set forth herein is estimated solely for purposes  of
calculating the registration fee in accordance with Rule 457(h)(1).

  ARTICLE 1 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.

  ARTICLE 2 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.

     The   deferred   compensation  obligations  (the   "Deferred
Compensation  Obligations")  of the Registrant  being  registered
herein  are  issuable under the terms of the RightCHOICE  Managed
Care,  Inc.  Executive Deferred Compensation Plan  (the  "Plan").
The  Deferred  Compensation Obligations represent obligations  of
the  Registrant to pay to Plan participants certain  compensation
amounts that the participants have elected to defer and may  also
represent  amounts  that have been credited  to  a  participant's
account under the Plan.

     Under  the Plan, employees who are Vice Presidents or  above
or  persons who hold equivalent positions and such other  persons
as the committee which administers the Plan (the "Committee") may
permit  (in  each case, a "Participant") may defer a  portion  of
their  annual  salary and incentive award paid by the  Registrant
("Compensation")  into the Plan, subject to minimum  and  maximum
deferred amounts established by the Committee for each plan year.
In  addition,  the Plan provides that a Participant whose  annual
deferrals  into  the  Registrant's 401(k)  Savings  Program  (the
"401(k) Plan") are limited by the deferral limits imposed by  law
may  defer a portion of his or her Compensation in excess of that
permitted  to  be deferred pursuant to the 401(k) Plan  into  the
Plan.   When  a  Participant  makes  a  deferral  election,   the
Participant  will  direct such deferrals to either  a  Retirement
Unit  (as  defined  in  the Plan) or an Early  Payment  Unit  (as
defined in the Plan).

     In  addition, each year, the Registrant will make a matching
contribution  equal  to  60% of the amount  which  a  Participant
defers  under  the  Plan  for the plan  year,  up  to  a  maximum
contribution  of  3% of the sum of the Participant's  salary  and
incentive award less the Registrant's matching contribution  made
for  the  Participant  under the 401(k)  Plan  (the  "Restoration
Match").    The   Registrant  will  also   make   an   additional
contribution  to restore any Registrant matching or discretionary
contributions which a Participant loses under the 401(k) Plan  on
account  of the Participant's deferrals under the Plan  which  is
not  restored  by  the  Restoration Match  (the  "Deferral-Barred
Match").   Finally,  the  Registrant will make  contributions  to
restore any discretionary contributions which cannot be allocated
to  a  Participant's  account under the 401(k)  Plan  because  of
certain limitations imposed by law which is not restored  by  the
Restoration  Match or the Deferral-Barred Match.  All  Registrant
contributions are paid to the Participant's Company  Contribution
Unit (as defined in the Plan).

     All amounts attributable to a Participant are credited to an
account  maintained  on behalf of such Participant  (a  "Deferral
Account").   The Committee maintains a separate Deferral  Account
for   each   Retirement   Unit,  Early  Payment   Unit,   Company
Contribution Unit and Rollover Unit (as defined in the Plan).

     A  Participant is eligible for a retirement benefit  from  a
Retirement  Unit when his or her employment with  the  Registrant
terminates at any time after (i) attaining age 65, (ii) attaining
age  55 and completing 5 years of service with the Registrant  or
(iii)  attaining age 50 and completing 10 years of  participation
in  the Plan.  The retirement benefit for a Retirement Unit  will
be  based  on  the  total value of the Deferral Account  for  the
Retirement  Unit.  A Participant who enrolls in an Early  Payment
Unit under the Plan must specify a year in which he or she elects
to  receive  a  lump  sum payment of the value  of  the  Deferral
Account for the Early Payment Unit.  The retirement benefit for a
Company  Contribution Unit will be paid out following termination
of  employment in the same manner as a Retirement Unit  according
to  the  manner  which  the Participant elects  when  he  or  she
initially enrolls in the Plan.

     If  a Participant terminates employment before he or she  is
eligible for Retirement (as defined in the Plan) under the  Plan,
he  or she will receive a lump sum payment of the value of his or
her  vested  Deferral  Accounts for any  Retirement  Unit,  Early
Payment  Units  and Company Contribution Unit  upon  his  or  her
termination   of   employment.   If  a   Participant   terminates
employment after he or she is eligible for Retirement  under  the
Plan,  he  or  she will receive relevant benefits in  the  manner
elected for any Retirement Unit and Company Contribution Unit and
will  receive a lump sum payment for any Early Payment  Units  on
the date originally elected.

     If  a  Participant suffers a Disability (as defined  in  the
Plan),  the  Participant  will  be  deemed  to  be  eligible  for
Retirement   under  the  Plan.   The  Participant  will   receive
retirement benefits in the manner elected for any Retirement Unit
and Company Contribution Unit and will receive a lump sum payment
for any Early Payment Units on the dates original elected.

     The Registrant may amend the Plan in whole or in part but no
amendment  may  decrease the benefits accrued by any  Participant
prior to the date of such amendment.

     The  Deferred Compensation Obligations are general unsecured
obligations of the Registrant to pay deferred compensation in the
future from the general assets of the Registrant and rank equally
with  other  unsecured  and unsubordinated  indebtedness  of  the
Registrant.

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

/s/ Sandra A. Van Trease      Senior Executive Vice President
Sandra A. Van Trease          and Chief Financial Officer and 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(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. Executive  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": 22523}]
{"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": "333-51336", "film-number": "784298"}, "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 of Other                        (I.R.S. Employer
     Jurisdiction                       Identification No.)
 of Incorporation or
     Organization)

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

                      RightCHOICE Managed Care, Inc.
                   Executive 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  63105
                              (314) 923-4444
       (Name, Address and Telephone Number, Including Area Code, of
                            Agent for Service)

                      CALCULATION OF REGISTRATION FEE

 Title of Securities    Amount      Proposed      Proposed     Amount of
 To be Registered(1)     to be      Maximum       Maximum    Registration
                       Registered   Offering      Aggregate      Fee (3)
                          (2)       Price Per     Offering
                                    Unit(3)       Price (3)

Deferred Compensation
Obligations            4,000,000     100%       $4,000,000       $1,056

     (1)   The  deferred  compensation  obligations  being  registered  are
general  unfunded  and unsecured obligations of RightCHOICE  Managed  Care,
Inc. to pay deferred compensation in the future to participating members of
the  RightCHOICE  Managed Care, Inc. Executive Deferred  Compensation  Plan
(the "Plan").
     (2)   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  this
Registration Statement.
     (3)   The amount set forth herein is estimated solely for purposes  of
calculating the registration fee in accordance with Rule 457(h)(1).

  ARTICLE 1 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.

  ARTICLE 2 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.

     The   deferred   compensation  obligations  (the   "Deferred
Compensation  Obligations")  of the Registrant  being  registered
herein  are  issuable under the terms of the RightCHOICE  Managed
Care,  Inc.  Executive Deferred Compensation Plan  (the  "Plan").
The  Deferred  Compensation Obligations represent obligations  of
the  Registrant to pay to Plan participants certain  compensation
amounts that the participants have elected to defer and may  also
represent  amounts  that have been credited  to  a  participant's
account under the Plan.

     Under  the Plan, employees who are Vice Presidents or  above
or  persons who hold equivalent positions and such other  persons
as the committee which administers the Plan (the "Committee") may
permit  (in  each case, a "Participant") may defer a  portion  of
their  annual  salary and incentive award paid by the  Registrant
("Compensation")  into the Plan, subject to minimum  and  maximum
deferred amounts established by the Committee for each plan year.
In  addition,  the Plan provides that a Participant whose  annual
deferrals  into  the  Registrant's 401(k)  Savings  Program  (the
"401(k) Plan") are limited by the deferral limits imposed by  law
may  defer a portion of his or her Compensation in excess of that
permitted  to  be deferred pursuant to the 401(k) Plan  into  the
Plan.   When  a  Participant  makes  a  deferral  election,   the
Participant  will  direct such deferrals to either  a  Retirement
Unit  (as  defined  in  the Plan) or an Early  Payment  Unit  (as
defined in the Plan).

     In  addition, each year, the Registrant will make a matching
contribution  equal  to  60% of the amount  which  a  Participant
defers  under  the  Plan  for the plan  year,  up  to  a  maximum
contribution  of  3% of the sum of the Participant's  salary  and
incentive award less the Registrant's matching contribution  made
for  the  Participant  under the 401(k)  Plan  (the  "Restoration
Match").    The   Registrant  will  also   make   an   additional
contribution  to restore any Registrant matching or discretionary
contributions which a Participant loses under the 401(k) Plan  on
account  of the Participant's deferrals under the Plan  which  is
not  restored  by  the  Restoration Match  (the  "Deferral-Barred
Match").   Finally,  the  Registrant will make  contributions  to
restore any discretionary contributions which cannot be allocated
to  a  Participant's  account under the 401(k)  Plan  because  of
certain limitations imposed by law which is not restored  by  the
Restoration  Match or the Deferral-Barred Match.  All  Registrant
contributions are paid to the Participant's Company  Contribution
Unit (as defined in the Plan).

     All amounts attributable to a Participant are credited to an
account  maintained  on behalf of such Participant  (a  "Deferral
Account").   The Committee maintains a separate Deferral  Account
for   each   Retirement   Unit,  Early  Payment   Unit,   Company
Contribution Unit and Rollover Unit (as defined in the Plan).

     A  Participant is eligible for a retirement benefit  from  a
Retirement  Unit when his or her employment with  the  Registrant
terminates at any time after (i) attaining age 65, (ii) attaining
age  55 and completing 5 years of service with the Registrant  or
(iii)  attaining age 50 and completing 10 years of  participation
in  the Plan.  The retirement benefit for a Retirement Unit  will
be  based  on  the  total value of the Deferral Account  for  the
Retirement  Unit.  A Participant who enrolls in an Early  Payment
Unit under the Plan must specify a year in which he or she elects
to  receive  a  lump  sum payment of the value  of  the  Deferral
Account for the Early Payment Unit.  The retirement benefit for a
Company  Contribution Unit will be paid out following termination
of  employment in the same manner as a Retirement Unit  according
to  the  manner  which  the Participant elects  when  he  or  she
initially enrolls in the Plan.

     If  a Participant terminates employment before he or she  is
eligible for Retirement (as defined in the Plan) under the  Plan,
he  or she will receive a lump sum payment of the value of his or
her  vested  Deferral  Accounts for any  Retirement  Unit,  Early
Payment  Units  and Company Contribution Unit  upon  his  or  her
termination   of   employment.   If  a   Participant   terminates
employment after he or she is eligible for Retirement  under  the
Plan,  he  or  she will receive relevant benefits in  the  manner
elected for any Retirement Unit and Company Contribution Unit and
will  receive a lump sum payment for any Early Payment  Units  on
the date originally elected.

     If  a  Participant suffers a Disability (as defined  in  the
Plan),  the  Participant  will  be  deemed  to  be  eligible  for
Retirement   under  the  Plan.   The  Participant  will   receive
retirement benefits in the manner elected for any Retirement Unit
and Company Contribution Unit and will receive a lump sum payment
for any Early Payment Units on the dates original elected.

     The Registrant may amend the Plan in whole or in part but no
amendment  may  decrease the benefits accrued by any  Participant
prior to the date of such amendment.

     The  Deferred Compensation Obligations are general unsecured
obligations of the Registrant to pay deferred compensation in the
future from the general assets of the Registrant and rank equally
with  other  unsecured  and unsubordinated  indebtedness  of  the
Registrant.

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

/s/ Sandra A. Van Trease      Senior Executive Vice President
Sandra A. Van Trease          and Chief Financial Officer and 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(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. Executive  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.