SEC FORM 4/A

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

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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^*

SOISTMAN FRANCIS S JR

(Last)

(First)

(Middle)

6705 ROCKLEDGE DRIVE

SUITE 900

(Street)

BETHESDA

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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/27/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/24/2008		J⁽¹⁾		20,500⁽⁷⁾	A	$12.154	746,015⁽²⁾	D⁽³⁾
Common Stock	10/24/2008		J⁽⁴⁾		20,500⁽⁸⁾	D	$12.154	746,015⁽⁵⁾	D⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. See attached "Remarks."

2. See Footnote 5 and attached "Remarks."

3. See Footnote 5 for shares held directly and indirectly.

4. See attached "Remarks."

5. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held outright, 760 shares held in trust for minor chldren, 7,105 shares of common stock held indirectly by manged account (401(k) Plan), and 172,730 shares of resticted common stock with restrictions lapsed or lapsing over four-year periods, held directly; and Table II - Derivative Securities consisting of non-qualified stock option for 551,138 shares vesting in equal annual increments over four-year periods, and 2,755 shares of phantom stock held indirectly in Coventry's 401(k) Restoration and Deferred Compensation Plan.

6. See Footnote 5 for shares held directly and indirectly.

7. See attached "Remarks."

8. See attached "Remarks."

Remarks:

On October 27, 2008, Mr. Soistman erroneously reported the purchase of 20,500 shares of Coventry Health Care, Inc.'s common stock. The transaction had been inadvertently initiated on October 24, 2008, but was broken on October 28, 2008. This amendment to the Form 4 that was filed on October 27,2008, is being filed to correct the total number of shares beneficially owned by Mr. Soistman and to clarify that no actual transaction occurred and that no gain or loss was realized.

	Shirley R. Smith on behalf of Francis S. Soistman, Jr by Power of Attorney	10/28/2008
	** 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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