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)



             Missouri                                  43-1674052
   (State or Other Jurisdiction            (I.R.S. Employer Identification No.)
    of Incorporation or Organization)

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


       RightCHOICE Managed Care, Inc. Amended and Restated
 Non-employee Directors' Nonqualified Deferred Compensation Plan
                    (Full Title of the Plan)

                      ANGELA F. BRALY, ESQ.
Executive Vice President, General Counsel and Corporate Secretary
                 RightCHOICE Managed Care, Inc.
                      1831 Chestnut Street
                 St. Louis, Missouri  63103-2275
                        (314) 923-4430
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)


                CALCULATION OF REGISTRATION FEE
                                                       Proposed
                                        Proposed        Maximum
     Title of                            Maximum       Aggregate    Amount of
    Securities          Amount to be   Offering Price   Offering   Registration
 to be Registered       Registered(1)   Per Share(2)    Price(2)      Fee(2)
Class A Common            50,000         $11.3750       $568,750     $158.11
Stock ($0.01 par value)

     (1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement shall also be deemed to cover an indeterminate
amount of interests to be offered or sold pursuant to the plan described herein
and any additional securities to be offered or issued to prevent dilution
resulting from stock splits, stock dividends and similar transactions.

     (2)  The Securities registered hereunder are to be offered pursuant to the
RightCHOICE Managed Care, Inc. Amended and Restated Non-employee Directors'
Nonqualified Deferred Compensation Plan.  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 July 28, 1999, such date being within five business days of
the filing of this Registration Statement.

  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, 1998;
(b)  the Registrant's quarterly report on Form 10-Q for the
     quarter ended March 31, 1999; and
(c)  the description of the Registrants' Class A Common Stock,
     $0.01 par value, contained in the Registrant's Registration
     Statement on Form 8-A (No. 1-13248).

All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, 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 documents,
except that any information included in any such document in
response to Item 402(i), (k) or (l) of Regulation S-K shall not
be deemed to constitute a part of this Registration Statement.
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 shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.

Item 5.  Interests of Counsel and Named Experts.

     The validity of the shares of the Registrant's Class A
Common Stock registered pursuant to this Registration Statement
and certain other legal matters have been passed upon for the
Registrant by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri.
As of June 29, 1999, members of, and attorneys employed by Lewis,
Rice & Fingersh, L.C. owned directly or indirectly 4,000 shares
of the Registrant's Class A Common Stock.

Item 6.  Indemnification Of Directors And Officers.

     Section 351.355(1) and Section 351.355(2) of The General and
Business Corporation Law of Missouri (the "MGBCL") provide that a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful, except that, in the case of an action or suit by or in
the right of the corporation, the corporation may not indemnify
such persons against judgments and fines, and no person shall be
indemnified as to any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation,
unless and only to the extent that the court in which the action
or suit was brought determines upon application that such person
is fairly and reasonably entitled to indemnity for proper
expenses.  Section 351.355(3) of the MGBCL provides that, to the
extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in the
defense of any such action, suit or proceeding or any claim,
issue or matter therein, he shall be indemnified against
expenses, including attorney's fees, actually and reasonably
incurred in connection with such action, suit or proceeding.
Section 351.355(7) of the MGBCL provides that a Missouri
corporation may provide additional indemnification to any person
indemnifiable under Section 351.355(1) or Section 351.355(2),
provided such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto
or by a shareholder-approved bylaw or agreement, and provided
further that no person shall thereby be indemnified against
conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.

     Article IX of the Registrant's Articles of Incorporation, as
amended, permits the Registrant to indemnify directors, officers,
trustees, employees, agents or persons in any comparable office
or position to the fullest extent permitted by MGBCL.  Article IX
of the Registrant's Articles of Incorporation, as amended, also
provides that in the event that the laws (including statutes,
case law or principles of equity) of the state of Missouri are
amended or changed to permit broader rights of indemnification,
then the Registrant automatically shall be deemed authorized to
indemnify such persons to the fullest extent permitted by such
law, as so changed, without the need for any further action by
the Registrant's directors or shareholders.

     Section 5.1 of the Registrant's Bylaws, as amended, requires
the Registrant to indemnify any person who has been or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or appellate (other than an action
by or in the right of the Registrant) by reason of the fact that
such person is or was serving as a director or officer of the
Registrant or, at the Registrant's request, was serving as a
director, officer, trustee or in any other comparable position of
any other corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise,
against all liabilities and expenses actually and reasonably
incurred by such person in connection with any action, suit or
proceeding; provided that such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed
to the Registrant's best interests and, with respect to any
criminal action or proceeding, that such person had no reasonable
cause to believe such person's conduct was unlawful; and
provided, further, that the Registrant shall not be required to
indemnify or advance expenses to any such person in connection
with an action, suit or proceeding initiated by such person
unless the initiation of such action, suit or proceeding was
authorized in advance by the Registrant's Board of Directors.

     Section 5.2 of the Registrant's Bylaws, as amended, further
provide that such persons are entitled to indemnity in any action
initiated by or in the right of the Registrant for amounts paid
in settlement (provided that the settlement and all amounts paid
in connection therewith are approved in advance by the
Registrant, which approval shall not be unreasonably withheld)
and expenses actually and reasonably incurred in connection
therewith by such persons if the standards of conduct specified
above are satisfied; provided that the Registrant shall not
indemnify any person for any liabilities or expenses incurred by
such person in connection with an action, suit or proceeding by
or in the right of the Registrant in respect of any claim, issue
or matter as to which such person shall have been adjudged to, be
liable for negligence or misconduct in the performance of such
person's duty to the Registrant, unless and only to the extent
that the court in which the action, suit or proceeding is brought
determines that the person is entitled to indemnity for such
expenses.

     Section 5.7 of the Registrant's Bylaws, as amended, permits
the Board of Directors to authorize the Registrant to purchase
and maintain insurance against any liability asserted against any
person against any liability incurred by such person by reason of
the fact that such person is or was serving as a director or
officer of the Registrant or, at the Registrant's request, as a
director, officer, trustee or in any other comparable position of
another enterprise, whether or not the Registrant would have the
power or obligation to indemnify such person under the provisions
described above.  Section 5.7 of the Bylaws further provides that
the Registrant shall not be obligated to indemnify any person for
any amounts which have been paid directly to such person by any
insurance maintained by the Registrant; and any indemnification
provided pursuant to such Bylaw shall not be used as a source of
contribution to, or as a substitute for, or as a basis for
recoupment of any payments pursuant to, any indemnification
obligation or insurance coverage which is available from another
enterprise, and payments shall be required to be made thereunder,
only to the extent that the amounts in question have not been
fully paid by any indemnification obligation or insurance
coverage which is available from another enterprise.

     Section 5.6 of the Registrant's Bylaws, as amended, provides
that the indemnification authorized and provided for by the
Registrant's Articles of Incorporation, as amended, and Bylaws,
as amended, is not exclusive of any other rights to which those
seeking indemnification may be entitled under any statute,
agreement, vote of shareholders or disinterested directors,
policy of insurance or otherwise, both as to action in their
official capacities and as to action in other capacities while
holding their respective offices.

     The Registrant has obtained directors' and officers'
liability insurance which (subject to certain conditions, limits
and deductibles) (i) insures officers and directors of the
Registrant against loss arising from certain claims made against
them by reason of their being directors or officers.

     The Registrant has entered into indemnification agreements
(the "Agreements") with certain directors and officers (the
"Indemnitees") of the Registrant.  The Agreements provide that
the Registrant will either maintain certain insurance policies or
self-insure against directors' and officers' liabilities to be
insured under such insurance policies.  Under the Agreements, the
Registrant will provide indemnity against any and all liabilities
and expenses actually and reasonably incurred by Indemnitees in
connection with any threatened, pending or completed action, suit
or proceeding whether civil, criminal, administrative,
investigative or appellate (including an action by or in the
right of the Registrant) to which the Indemnitee is, was or at
any time becomes a party, or is threatened to be made a party, by
reason of the fact that the Indemnitee is, was or at any time
becomes a director or officer of the Registrant, or is or was
serving at the request of or on behalf of the Registrant as a
director, officer, trustee or in any other comparable position of
any other enterprise.  The Registrant will not hold Indemnitees
harmless or provide indemnification pursuant to the Agreements:

     (a)  except to the extent that the aggregate amount of
          losses indemnified thereunder exceeds the amount of such losses
          for which the Indemnitee is indemnified (i) pursuant to the
          Registrant's Articles of Incorporation, as amended, Bylaws, as
          amended, vote of shareholders or disinterested directors or other
          agreement or (ii) otherwise than pursuant to the Agreements;

     (b)  in respect of remuneration paid to Indemnitees if it
          shall be determined by a final judgment or other final
          adjudication that such remuneration was in violation of law;

     (c)  on account of any suit for an accounting of profits
          made from the purchase or sale by Indemnitees of securities of
          the Registrant pursuant to Section 16(b) of the Securities
          Exchange Act of 1934, as amended, and amendments thereto or
          similar provisions of any federal, state or local law;

     (d)  on account of Indemnitees' conduct which is finally
          adjudged by a court to have been knowingly fraudulent,
          deliberately dishonest or a knowing violation of law;

     (e)  if a final adjudication by a court having jurisdiction
          in the matter shall determine that such indemnification is not
          lawful;

     (f)  in connection with an action, suit or proceeding
          initiated by Indemnitees prior to a change in control of the
          Registrant unless (i) the initiation of such action, suit or
          proceeding was authorized by the Registrant's Board of Directors,
          (ii) the Indemnitee is successful in maintaining an action in a
          court of competent jurisdiction against the Registrant in
          determining that the Indemnitee is entitled to indemnification
          under the Agreements following a determination made under the
          terms of the Agreements that the Indemnitee is not so entitled or
          (iii) the Registrant's Board of Directors finds such
          indemnification appropriate under the specific circumstances and
          such indemnification is otherwise consistent with the Agreements; or

     (g)  for any amounts which have been paid directly to such
          person by any insurance maintained by the Registrant; and any
          indemnification provided pursuant to the Agreements shall not be
          used as a source of contribution to, or as a substitute for, or
          as a basis for recoupment of any payments pursuant to, any
          indemnification obligation or insurance coverage which is
          available from another enterprise, and payments shall be required
          to be made under the Agreements, only to the extent that the
          amounts in question have not been fully paid by any
          indemnification obligation or insurance coverage which is
          available from another enterprise.

Item 8.  Exhibits.

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

Exhibit
 Number     Exhibit

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

  23(a)     Consent of Lewis, Rice & Fingersh, L.C.
            (included as part of 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:

     (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.

     (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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by
the final adjudication of such issue.

                           SIGNATURES

     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, as amended, 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, as of July 29, 1999.


                              RIGHTCHOICE MANAGED CARE, INC.


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


     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.

Name                    Title                                    Date

/s/ John A. O'Rourke    President, Chief Executive          July 29, 1999
John A. O'Rourke        Officer, and Director (principal
                        executive officer)

/s/ Sandra Van Trease   Senior Executive Vice President     July 29, 1999
Sandra Van Trease       and Chief Financial Officer
                        and Chief Operating Officer
                        (principal financial and
                        accounting officer)

      *                 Director                            July 29, 1999
Norman J. Tice



      *                 Director                            July 29, 1999
William H. T. Bush



        *               Director                            July 29, 1999
Ronald G. Evens, M.D.



        *               Director                            July 29, 1999
Earle H. Harbison, Jr.



        *               Director                            July 29, 1999
Roger B. Porter, Ph.D.



        *               Director                            July 29, 1999
Gloria W. White



*    By:       /s/ Angela F. Braly


          Attorney-in-fact

                 RIGHTCHOICE MANAGED CARE, INC.
                 FORM S-8 REGISTRATION STATEMENT

                          Exhibit Index


Exhibit No.                 Exhibit

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

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

  23(b)            Consent of PricewaterhouseCoopers LLP.

  24               Powers of Attorney.
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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)

             Missouri                                  43-1674052
   (State or Other Jurisdiction            (I.R.S. Employer Identification No.)
    of Incorporation or Organization)

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

       RightCHOICE Managed Care, Inc. Amended and Restated
 Non-employee Directors' Nonqualified Deferred Compensation Plan
                    (Full Title of the Plan)

                      ANGELA F. BRALY, ESQ.
Executive Vice President, General Counsel and Corporate Secretary
                 RightCHOICE Managed Care, Inc.
                      1831 Chestnut Street
                 St. Louis, Missouri  63103-2275
                        (314) 923-4430
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                CALCULATION OF REGISTRATION FEE
                                                       Proposed
                                        Proposed        Maximum
     Title of                            Maximum       Aggregate    Amount of
    Securities          Amount to be   Offering Price   Offering   Registration
 to be Registered       Registered(1)   Per Share(2)    Price(2)      Fee(2)
Class A Common            50,000         $11.3750       $568,750     $158.11
Stock ($0.01 par value)

     (1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement shall also be deemed to cover an indeterminate
amount of interests to be offered or sold pursuant to the plan described herein
and any additional securities to be offered or issued to prevent dilution
resulting from stock splits, stock dividends and similar transactions.

     (2)  The Securities registered hereunder are to be offered pursuant to the
RightCHOICE Managed Care, Inc. Amended and Restated Non-employee Directors'
Nonqualified Deferred Compensation Plan.  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 July 28, 1999, such date being within five business days of
the filing of this Registration Statement.

  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, 1998;
(b)  the Registrant's quarterly report on Form 10-Q for the
     quarter ended March 31, 1999; and
(c)  the description of the Registrants' Class A Common Stock,
     $0.01 par value, contained in the Registrant's Registration
     Statement on Form 8-A (No. 1-13248).

All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, 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 documents,
except that any information included in any such document in
response to Item 402(i), (k) or (l) of Regulation S-K shall not
be deemed to constitute a part of this Registration Statement.
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 shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.

Item 5.  Interests of Counsel and Named Experts.

     The validity of the shares of the Registrant's Class A
Common Stock registered pursuant to this Registration Statement
and certain other legal matters have been passed upon for the
Registrant by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri.
As of June 29, 1999, members of, and attorneys employed by Lewis,
Rice & Fingersh, L.C. owned directly or indirectly 4,000 shares
of the Registrant's Class A Common Stock.

Item 6.  Indemnification Of Directors And Officers.

     Section 351.355(1) and Section 351.355(2) of The General and
Business Corporation Law of Missouri (the "MGBCL") provide that a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful, except that, in the case of an action or suit by or in
the right of the corporation, the corporation may not indemnify
such persons against judgments and fines, and no person shall be
indemnified as to any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation,
unless and only to the extent that the court in which the action
or suit was brought determines upon application that such person
is fairly and reasonably entitled to indemnity for proper
expenses.  Section 351.355(3) of the MGBCL provides that, to the
extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in the
defense of any such action, suit or proceeding or any claim,
issue or matter therein, he shall be indemnified against
expenses, including attorney's fees, actually and reasonably
incurred in connection with such action, suit or proceeding.
Section 351.355(7) of the MGBCL provides that a Missouri
corporation may provide additional indemnification to any person
indemnifiable under Section 351.355(1) or Section 351.355(2),
provided such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto
or by a shareholder-approved bylaw or agreement, and provided
further that no person shall thereby be indemnified against
conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.

     Article IX of the Registrant's Articles of Incorporation, as
amended, permits the Registrant to indemnify directors, officers,
trustees, employees, agents or persons in any comparable office
or position to the fullest extent permitted by MGBCL.  Article IX
of the Registrant's Articles of Incorporation, as amended, also
provides that in the event that the laws (including statutes,
case law or principles of equity) of the state of Missouri are
amended or changed to permit broader rights of indemnification,
then the Registrant automatically shall be deemed authorized to
indemnify such persons to the fullest extent permitted by such
law, as so changed, without the need for any further action by
the Registrant's directors or shareholders.

     Section 5.1 of the Registrant's Bylaws, as amended, requires
the Registrant to indemnify any person who has been or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or appellate (other than an action
by or in the right of the Registrant) by reason of the fact that
such person is or was serving as a director or officer of the
Registrant or, at the Registrant's request, was serving as a
director, officer, trustee or in any other comparable position of
any other corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise,
against all liabilities and expenses actually and reasonably
incurred by such person in connection with any action, suit or
proceeding; provided that such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed
to the Registrant's best interests and, with respect to any
criminal action or proceeding, that such person had no reasonable
cause to believe such person's conduct was unlawful; and
provided, further, that the Registrant shall not be required to
indemnify or advance expenses to any such person in connection
with an action, suit or proceeding initiated by such person
unless the initiation of such action, suit or proceeding was
authorized in advance by the Registrant's Board of Directors.

     Section 5.2 of the Registrant's Bylaws, as amended, further
provide that such persons are entitled to indemnity in any action
initiated by or in the right of the Registrant for amounts paid
in settlement (provided that the settlement and all amounts paid
in connection therewith are approved in advance by the
Registrant, which approval shall not be unreasonably withheld)
and expenses actually and reasonably incurred in connection
therewith by such persons if the standards of conduct specified
above are satisfied; provided that the Registrant shall not
indemnify any person for any liabilities or expenses incurred by
such person in connection with an action, suit or proceeding by
or in the right of the Registrant in respect of any claim, issue
or matter as to which such person shall have been adjudged to, be
liable for negligence or misconduct in the performance of such
person's duty to the Registrant, unless and only to the extent
that the court in which the action, suit or proceeding is brought
determines that the person is entitled to indemnity for such
expenses.

     Section 5.7 of the Registrant's Bylaws, as amended, permits
the Board of Directors to authorize the Registrant to purchase
and maintain insurance against any liability asserted against any
person against any liability incurred by such person by reason of
the fact that such person is or was serving as a director or
officer of the Registrant or, at the Registrant's request, as a
director, officer, trustee or in any other comparable position of
another enterprise, whether or not the Registrant would have the
power or obligation to indemnify such person under the provisions
described above.  Section 5.7 of the Bylaws further provides that
the Registrant shall not be obligated to indemnify any person for
any amounts which have been paid directly to such person by any
insurance maintained by the Registrant; and any indemnification
provided pursuant to such Bylaw shall not be used as a source of
contribution to, or as a substitute for, or as a basis for
recoupment of any payments pursuant to, any indemnification
obligation or insurance coverage which is available from another
enterprise, and payments shall be required to be made thereunder,
only to the extent that the amounts in question have not been
fully paid by any indemnification obligation or insurance
coverage which is available from another enterprise.

     Section 5.6 of the Registrant's Bylaws, as amended, provides
that the indemnification authorized and provided for by the
Registrant's Articles of Incorporation, as amended, and Bylaws,
as amended, is not exclusive of any other rights to which those
seeking indemnification may be entitled under any statute,
agreement, vote of shareholders or disinterested directors,
policy of insurance or otherwise, both as to action in their
official capacities and as to action in other capacities while
holding their respective offices.

     The Registrant has obtained directors' and officers'
liability insurance which (subject to certain conditions, limits
and deductibles) (i) insures officers and directors of the
Registrant against loss arising from certain claims made against
them by reason of their being directors or officers.

     The Registrant has entered into indemnification agreements
(the "Agreements") with certain directors and officers (the
"Indemnitees") of the Registrant.  The Agreements provide that
the Registrant will either maintain certain insurance policies or
self-insure against directors' and officers' liabilities to be
insured under such insurance policies.  Under the Agreements, the
Registrant will provide indemnity against any and all liabilities
and expenses actually and reasonably incurred by Indemnitees in
connection with any threatened, pending or completed action, suit
or proceeding whether civil, criminal, administrative,
investigative or appellate (including an action by or in the
right of the Registrant) to which the Indemnitee is, was or at
any time becomes a party, or is threatened to be made a party, by
reason of the fact that the Indemnitee is, was or at any time
becomes a director or officer of the Registrant, or is or was
serving at the request of or on behalf of the Registrant as a
director, officer, trustee or in any other comparable position of
any other enterprise.  The Registrant will not hold Indemnitees
harmless or provide indemnification pursuant to the Agreements:

     (a)  except to the extent that the aggregate amount of
          losses indemnified thereunder exceeds the amount of such losses
          for which the Indemnitee is indemnified (i) pursuant to the
          Registrant's Articles of Incorporation, as amended, Bylaws, as
          amended, vote of shareholders or disinterested directors or other
          agreement or (ii) otherwise than pursuant to the Agreements;

     (b)  in respect of remuneration paid to Indemnitees if it
          shall be determined by a final judgment or other final
          adjudication that such remuneration was in violation of law;

     (c)  on account of any suit for an accounting of profits
          made from the purchase or sale by Indemnitees of securities of
          the Registrant pursuant to Section 16(b) of the Securities
          Exchange Act of 1934, as amended, and amendments thereto or
          similar provisions of any federal, state or local law;

     (d)  on account of Indemnitees' conduct which is finally
          adjudged by a court to have been knowingly fraudulent,
          deliberately dishonest or a knowing violation of law;

     (e)  if a final adjudication by a court having jurisdiction
          in the matter shall determine that such indemnification is not
          lawful;

     (f)  in connection with an action, suit or proceeding
          initiated by Indemnitees prior to a change in control of the
          Registrant unless (i) the initiation of such action, suit or
          proceeding was authorized by the Registrant's Board of Directors,
          (ii) the Indemnitee is successful in maintaining an action in a
          court of competent jurisdiction against the Registrant in
          determining that the Indemnitee is entitled to indemnification
          under the Agreements following a determination made under the
          terms of the Agreements that the Indemnitee is not so entitled or
          (iii) the Registrant's Board of Directors finds such
          indemnification appropriate under the specific circumstances and
          such indemnification is otherwise consistent with the Agreements; or

     (g)  for any amounts which have been paid directly to such
          person by any insurance maintained by the Registrant; and any
          indemnification provided pursuant to the Agreements shall not be
          used as a source of contribution to, or as a substitute for, or
          as a basis for recoupment of any payments pursuant to, any
          indemnification obligation or insurance coverage which is
          available from another enterprise, and payments shall be required
          to be made under the Agreements, only to the extent that the
          amounts in question have not been fully paid by any
          indemnification obligation or insurance coverage which is
          available from another enterprise.

Item 8.  Exhibits.

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

Exhibit
 Number     Exhibit

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

  23(a)     Consent of Lewis, Rice & Fingersh, L.C.
            (included as part of 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:

     (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.

     (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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by
the final adjudication of such issue.

                           SIGNATURES

     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, as amended, 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, as of July 29, 1999.

                              RIGHTCHOICE MANAGED CARE, INC.

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

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.

Name                    Title                                    Date

/s/ John A. O'Rourke    President, Chief Executive          July 29, 1999
John A. O'Rourke        Officer, and Director (principal
                        executive officer)

/s/ Sandra Van Trease   Senior Executive Vice President     July 29, 1999
Sandra Van Trease       and Chief Financial Officer
                        and Chief Operating Officer
                        (principal financial and
                        accounting officer)

      *                 Director                            July 29, 1999
Norman J. Tice

      *                 Director                            July 29, 1999
William H. T. Bush

        *               Director                            July 29, 1999
Ronald G. Evens, M.D.

        *               Director                            July 29, 1999
Earle H. Harbison, Jr.

        *               Director                            July 29, 1999
Roger B. Porter, Ph.D.

        *               Director                            July 29, 1999
Gloria W. White

*    By:       /s/ Angela F. Braly

          Attorney-in-fact

                 RIGHTCHOICE MANAGED CARE, INC.
                 FORM S-8 REGISTRATION STATEMENT

                          Exhibit Index

Exhibit No.                 Exhibit

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

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

  23(b)            Consent of PricewaterhouseCoopers LLP.

  24               Powers of Attorney.