SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/31/2007⁽¹³⁾		J	2,755⁽¹⁾	D	⁽²⁾	171,258⁽³⁾	D⁽⁴⁾
Common Stock	12/31/2007⁽⁵⁾		A	153⁽⁶⁾	A	⁽⁷⁾	171,411⁽⁸⁾	D⁽⁹⁾

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)	4. Transaction Code (Instr. 8)	(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)
Phantom Common Stock	⁽¹⁰⁾	12/31/2007		J	2,755⁽¹¹⁾		⁽¹²⁾	⁽¹³⁾	Common Stock	2,755	$0	453,893⁽¹⁴⁾	D

Explanation of Responses:

1. 2,755 shares held in Coventry's 401(k) Restoration and Deferred Compensation Plan ("RESTORE") for the account of the reporting person are being transferred from Table I - Non-Derivative Securities to Table II - Derivative Securities because they are considered to be phantom stock. The shares are not held directly by the reporting person, but are purchased by RESTORE's rabbi trust and held in the name of the rabbi trust for the account of the reporting person. The reporting person has no voting power over the stock, but does have dispositive power over the stock and can direct the rabbi trust to sell the shares. Upon retirement or termination of employment, the RESTORE accounts are automatically settled in cash so the reporting person never owns the shares outright.

2. The shares were acquired over time through regular payroll deduction and/or employer matching contributions at various prices at market value and allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan.

3. Includes the following Table I- Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares held indirectly by childen's trust, 6,952 shares held indirectly by managed account, and 152,019 shares held outright as awards of restricted common stock with restrictions lapsed or lapsing in equal increments over 4 year periods.

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

5. Shares were acquired throughout the 2007 year in the reporting person's 401(k) Plan account and paid for through regular payroll deductions and/or employer matching contributions.

6. See Footnote 5.

7. Shares were acquired through payroll deduction and/or employer matching contributions at various prices at market value throughout the 2007 reporting year.

8. Includes the following Table I- Non-Derivative Securities comprised of 11,527 shares held directly, 760 shaes held indirectly by childen's trust, 7,105 shares held indirectly by managed account, and 152,019 shares held outright as awards of restricted common stock with restrictions lapsed or lapsing in equal increments over 4 year periods

9. See Footnote 8 for shares held directly and indirectly.

10. There is no conversion or exercise price. The phantom common stock will be paid out in cash upon the reporting person's retirement or other termination of service at the closing market price of the shares on the date of distribution. The common stock was acquired by the rabbi trust of Coventry's 401(k) Restoration and Deferred Compensation Plan at various prices at market value using funds acquired through regular payroll deduction from reporting person's pay and/or employer matching contributions and allocated to the reporting person's account.

11. See Footnote 1.

12. The shares of phantom common stock become payable in cash upon the reporting person's retirement or other termination of service as an officer of the Company.

13. See Footnote 12.

14. Includes the following Table II- Derivative Securities comprised of stock options representing 451,138 shares of common stock granted in various years and vesting in equal annual increments over four-year periods, held directly, and 2,755 shares of phantom common stock allocated to reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan.

	Francis S. Soistman, Jr.	02/04/2008
	** 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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