UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934


Amendment No.: 5*


Name of Issuer: Coventry Health Care, Inc.


Title of Class of Securities: Common Stock


CUSIP Number: 22286210-4


Date of Event Which Requires Filing of this Statement: 12/31/2008


Check the appropriate box to designate the rule pursuant to which
this Schedule is filed.

[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a
reporting
person's initial filing on this form with respect to the subject
class
of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.

The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities
Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of
that section of the Act but shall be subject to all other
provisions of
the Act (however, see the Notes).


CUSIP No.: 22286210-4

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
    Janus Capital Management LLC
    EIN #75-3019302

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    a.   ___
    b.   ___

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

    5.   SOLE VOTING POWER
         8,535,735**

    6.   SHARED VOTING POWER
         1,617,057**

    7.   SOLE DISPOSITIVE POWER
         8,535,735**

    8.   SHARED DISPOSITIVE POWER
         1,617,057**

    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
         10,152,792**

    10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
         Not applicable

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    6.8%**

12. TYPE OF REPORTING PERSON
    IA, HC

**  See Item 4 of this filing


Item 1.

    (a). Name of Issuer: Coventry Health Care, Inc. ("Coventry")

    (b). Address of Issuer's Principal Executive Offices:

         6705 Rockledge Drive, Suite 900
         Bethesda, MD 20817

Item 2.

    (a).-(c). Name, Principal Business Address, and Citizenship of
Persons
              Filing:

         (1)  Janus Capital Management LLC ("Janus Capital")
              151 Detroit Street
              Denver, Colorado  80206
              Citizenship:  Delaware

    (d). Title of Class of Securities:  Common Stock

    (e). CUSIP Number:  22286210-4

Item 3.

This statement is filed pursuant to Rule 13d-1 (b) or 13d-2(b) and
the person
filing, Janus Capital, is an investment adviser in accordance with
Section 240.13d-1(b)(ii)(E) as well as a parent holding
company/control person in accordance with Section 240.13d-
1(b)(ii)(G).  See Item 4 for additional information.

Item 4.  Ownership

The information in items 1 and 5 through 11 on the cover page(s)
on Schedule 13G
is hereby incorporated by reference.

Janus Capital has a direct 89.9% ownership stake in INTECH
Investment Management ("INTECH") and a direct 78.4% ownership
stake in Perkins Investment Management LLC("Perkins").  Due to the
above ownership structure, holdings for Janus Capital, Perkins and
INTECH are aggregated for purposes of this filing. Janus Capital,
Perkins and INTECH are registered investment advisers, each
furnishing investment advice to various investment companies
registered under Section 8 of the Investment Company Act of 1940
and to individual and institutional clients (collectively referred
to herein as "Managed Portfolios").

As a result of its role as investment adviser or sub-adviser to
the Managed Portfolios, Janus Capital may be deemed to be the
beneficial owner of 8,535,735
shares or 5.7% of the shares outstanding of Coventry Common Stock
held by such Managed Portfolios.  However, Janus Capital does not
have the right to receive any dividends from, or the proceeds from
the sale of, the securities held in the Managed Portfolios and
disclaims any ownership associated with such rights.



As a result of its role as investment adviser or sub-adviser to
the Managed Portfolios, Perkins may be deemed to be the beneficial
owner of 1,578,157 shares or 1.1% of the shares outstanding of
Coventry Common Stock held by such Managed
Portfolios.  However, Perkins does not have the right to receive
any dividends from, or the proceeds from the sale of, the
securities held in the Managed Portfolios and disclaims any
ownership associated with such rights.

As a result of its role as investment adviser or sub-adviser to
the Managed Portfolios, INTECH may be deemed to be the beneficial
owner of 38,900 shares
or 0.0% of the shares outstanding of Coventry Common Stock held by
such Managed Portfolios.  However, INTECH does not have the right
to receive any dividends
from, or the proceeds from the sale of, the securities held in the
Managed Portfolios and disclaims any ownership associated with
such rights.

Item 5.  Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another
Person

The Managed Portfolios, set forth in Item 4 above, have the right
to receive all
dividends from, and the proceeds from the sale of, the securities
held in their respective accounts.

The interest of any one such person does not exceed 5% of the
class of securities.

These shares were acquired in the ordinary course of business, and
not with the purpose of changing or influencing control of the
Issuer.

Item 7.  Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company

Perkins is a direct subsidiary of Janus Capital (Janus Capital has
a direct 78.4% ownership stake) and is a registered investment
adviser furnishing investment advice to various investment
companies registered under Section 8 of the Investment Company Act
of 1940 and to individual and institutional clients.

INTECH is a direct subsidiary of Janus Capital (Janus Capital has
a direct 89.9% ownership stake) and is a registered investment
adviser furnishing investment advice to various investment
companies registered under Section 8 of the Investment Company Act
of 1940 and to individual and institutional clients.

Item 8.  Identification and Classification of Members of the Group

Not applicable.


Item 9.  Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing
or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purposes or effect.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.

JANUS CAPITAL MANAGEMENT LLC

By  /s/  David R. Kowalski                       2/17/2009
  David R. Kowalski,                              Date
    Senior Vice President and CCO

PERKINS INVESTMENT MANAGEMENT LLC

By  /s/  David R. Kowalski                    2/17/2009
    David R. Kowalski                             Date
         Under Power of Attorney dated 01/28/09
         On file with Schedule 13G for
         Intuitive Surgical, Inc. 2/17/09

INTECH INVESTMENT MANAGEMENT LLC

By  /s/  David R. Kowalski                    02/17/2009
    David R. Kowalski                             Date
         Vice President