SECURITIES AND EXCHANGE COMMISSION


     LITIGATION RELEASE NO.  15753 / May 21, 1998

     SECURITIES AND EXCHANGE COMMISSION v. TERRY S. SHILLING (United States
     District Court for the District of New Hampshire, Civ. No. 98-CV329-B)

          The Commission announced, on May 21, 1998, the filing of a Complaint
     alleging that Terry S. Shilling ( Shilling ), a former Healthsource, Inc.
     ( Healthsource ) executive and a resident of Marietta, Georgia, engaged in
     unlawful insider trading in the common stock of Healthsource.  According to
     the Complaint, on February 19, 1997, a Healthsource executive called
     Shilling and informed him, in a confidential briefing, that Healthsource
     was negotiating with both CIGNA Corporation ( CIGNA ) and another company
     regarding a business combination.  The Complaint alleges that the
     Healthsource executive also told Shilling that Healthsource was conducting
     a mini-auction and that the matter could be decided by the end of the
     following week.  The Complaint also alleges that the Healthsource executive
     emphasized the confidential and privileged nature of the information. 
     According to the Complaint, on February 20, 1997, after his conversations
     with the Healthsource executive, Shilling bought 1,900 shares of
     Healthsource common stock for $15-1/8 per share. The Complaint further
     alleges that Shilling did not preclear his February 20, 1997 trade as
     required by Healthsource s procedures and that, had he done so, he would
     not have received approval for this trade.  On February 28, 1997,
     Healthsource and CIGNA announced an agreement to merge the two companies,
     with a premium payable to Healthsource shareholders and with CIGNA as the
     surviving entity.  The Complaint alleges that, by purchasing Healthsource
     shares on February 20, in advance of the February 28, 1997 merger
     announcement and for $5-3/4 per share less than the post-announcement
     closing price, Shilling realized unlawful trading profits of $10,761.78. 
     The Complaint was filed in the United States District Court for the
     District of New Hampshire. 

          Simultaneously with the filing of the Complaint, Shilling consented,
     without admitting or denying the allegations in the Complaint, to the entry
     of a final judgment permanently enjoining him from future violations of
     Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
     thereunder, and ordering him to pay disgorgement in the amount of
     $10,761.78, plus prejudgment interest of $1,168.99, and a civil money
     penalty of $10,761.78.













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