SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GUERTIN SHAWN M (Last) (First) (Middle) 6705 ROCKLEDGE DRIVE SUITE 900 (Street) ROCKVILLE MD 20817 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COVENTRY HEALTH CARE INC [ CVH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Exec VP, CFO & Treasurer
	3. Date of Earliest Transaction (Month/Day/Year) 09/26/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock Restricted	09/26/2008		A		38,000(1)	A	$0	748,695(2)	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Time-based restrictions on the stock will lapse in equal annual increments over a four-year period. Award of restricted stock was conditioned upon reporting person entering into a restrictive covenants agreement with Coventry Health Care, Inc. as of the grant date of the award. The restrictive covenants agreement contains non-disclosure, non-compete, non-solicitation and claw-back provisions.

2. Includes the following: Table I-Non-Derivative Securities comprised of 13,224 shares of common stock held indirectly by managed account (401(k) Plan), and 153,002 shares of restricted common stock with restrictions lapsed or lapsing over four-year periods, held directly; and Table II Derivative Securities comprised of non-qualified stock options for 581,250 shares of common stock vesting over four-year periods, held directly, and 1,219 shares of phantom stock held in Coventry's 401(k) Restoration and Deferred Compensation Plan for the account of the reporting person, held indirectly.

3. See Footnote 2 for shares held directly and indirectly.

	Shawn M. Guertin	09/29/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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