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* WOLF DALE B (Last) (First) (Middle) COVENTRY HEALTH CARE, INC. 6705 ROCKLEDGE DRIVE, SUITE 900 (Street) BETHESDA 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) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 11/01/2007
	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 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	11/01/2007		M		35,000	A	$19.3	267,500(1)	D(2)
Common Stock	11/01/2007		S		100	D	$59.62	267,400(3)	D(4)
Common Stock	11/01/2007		S		100	D	$59.63	267,300(5)	D(6)
Common Stock	11/01/2007		S		500	D	$59.65	266,800(7)	D(8)
Common Stock	11/01/2007		S		500	D	$59.66	266,300(9)	D(10)
Common Stock	11/01/2007		S		200	D	$59.67	266,100(11)	D(12)
Common Stock	11/01/2007		S		100	D	$59.68	266,000(13)	D(14)
Common Stock	11/01/2007		S		100	D	$59.69	265,900(15)	D(16)
Common Stock	11/01/2007		S		200	D	$59.7	265,700(17)	D(18)
Common Stock	11/01/2007		S		500	D	$59.71	265,200(19)	D(20)
Common Stock	11/01/2007		S		500	D	$59.73	264,700(21)	D(22)
Common Stock	11/01/2007		S		100	D	$59.74	264,600(23)	D(24)
Common Stock	11/01/2007		S		100	D	$59.75	264,500(25)	D(26)
Common Stock	11/01/2007		S		400	D	$59.77	264,100(27)	D(28)
Common Stock	11/01/2007		S		100	D	$59.78	264,000(29)	D(30)
Common Stock	11/01/2007		S		100	D	$59.8	263,900(31)	D(32)
Common Stock	11/01/2007		S		200	D	$59.84	263,700(33)	D(34)
Common Stock	11/01/2007		S		805	D	$59.85	262,895(35)	D(36)
Common Stock	11/01/2007		S		300	D	$59.86	262,595(37)	D(38)
Common Stock	11/01/2007		S		995	D	$59.87	261,600(39)	D(40)
Common Stock	11/01/2007		S		700	D	$59.88	260,900(41)	D(42)
Common Stock	11/01/2007		S		1,765	D	$59.89	259,135(43)	D(44)
Common Stock	11/01/2007		S		935	D	$59.9	258,200(45)	D(46)
Common Stock	11/01/2007		S		2,709	D	$59.91	255,491(47)	D(48)
Common Stock	11/01/2007		S		3,075	D	$59.92	252,416(49)	D(50)
Common Stock	11/01/2007		S		1,967	D	$59.93	250,449(51)	D(52)
Common Stock	11/01/2007		S		1,661	D	$59.94	248,788(53)	D(54)
Common Stock	11/01/2007		S		3,639	D	$59.95	245,149(55)	D(56)
Common Stock	11/01/2007		S		2,400	D	$59.96	242,749(57)	D(58)
Common Stock	11/01/2007		S		1,758	D	$59.97	240,991(59)	D(60)

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
Non-Qualified Stock Option	$19.3	11/01/2007		M			35,000	06/25/2004	06/25/2013	Common Stock	35,000	$0	2,403,250(61)	D

Explanation of Responses:

1. Includes the following Table I Non-Derivative Securities: 35,000 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

2. See Footnote 1 for shares held directly and indirectly.

3. Includes the following Table I Non-Derivative Securities: 34,900 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

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

5. Includes the following Table I Non-Derivative Securities: 34,800 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

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

7. Includes the following Table I Non-Derivative Securities: 34,300 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods.

8. See Footnote 7 for shares held directly and indirectly.

9. Includes the following Table I Non-Derivative Securities: 33,800 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

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

11. Includes the following Table I Non-Derivative Securities: 33,600 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

12. See Footnote 11 for shares held directly and indirectly.

13. Includes the following Table I Non-Derivative Securities: 33,500 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

14. See Footnote 13 for shares held directly and indirectly.

15. Includes the following Table I Non-Derivative Securities: 33,400 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

16. See Footnote 15 for shares held directly and indirectly.

17. Includes the following Table I Non-Derivative Securities: 33,200 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

18. See Footnote 17 for shares held directly and indirectly.

19. Includes the following Table I Non-Derivative Securities: 32,700 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

20. See Footnote 19 for shares held directly and indirectly.

21. Includes the following Table I Non-Derivative Securities: 32,200 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

22. See Footnote 21 for shares held directly and indirectly.

23. Includes the following Table I Non-Derivative Securities: 32,100 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

24. See Footnote 23 for shares held directly and indirectly.

25. Includes the following Table I Non-Derivative Securities: 32,000 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

26. See Footnote 26 for shares held directly and indirectly.

27. Includes the following Table I Non-Derivative Securities: 31,600 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

28. See Footnote 27 for shares held directly and indirectly.

29. Includes the following Table I Non-Derivative Securities: 31,500 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

30. See Footnote 29 for shares held directly and indirectly.

31. Includes the following Table I Non-Derivative Securities: 31,400 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

32. See Footnote 31 for shares held directly and indirectly.

33. Includes the following Table I Non-Derivative Securities: 31,200 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

34. See Footnote 33 for shares held directly and indirectly.

35. Includes the following Table I Non-Derivative Securities: 30,395 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

36. See Footnote 35 for shares held directly and indirectly.

37. Includes the following Table I Non-Derivative Securities: 30,095 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

38. See Footnote 37 for shares held directly and indirectly.

39. Includes the following Table I Non-Derivative Securities: 29,100 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

40. See Footnote 39 for shares held directly and indirectly.

41. Includes the following Table I Non-Derivative Securities: 28,400 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

42. See Footnote 41 for shares held directly and indirectly.

43. Includes the following Table I Non-Derivative Securities: 26,635 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

44. See Footnote 43 for shares held directly and indirectly.

45. Includes the following Table I Non-Derivative Securities: 25,700 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

46. See Footnote 45 for shares held directly and indirectly.

47. Includes the following Table I Non-Derivative Securities: 22,991 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

48. See Footnote 47 for shares held directly and indirectly.

49. Includes the following Table I Non-Derivative Securities: 19,916 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

50. See Footnote 49 for shares held directly and indirectly.

51. Includes the following Table I Non-Derivative Securities: 17,949 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

52. See Footnote 51 for shares held directly and indirectly.

53. Includes the following Table I Non-Derivative Securities: 16,288 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

54. See Footnote 53 for shares held directly and indirectly.

55. Includes the following Table I Non-Derivative Securities: 12,649 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

56. See Footnote 55 for shares held directly and indirectly.

57. Includes the following Table I Non-Derivative Securities: 10,249 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

58. See Footnote 58 for shares held directly and indirectly.

59. Includes the following Table I Non-Derivative Securities: 8,491 shares held directly; 6,875 shares held indirectly by managed account (401(k) Plan); and 225,625 shares of restricted common stock with restrictions releasing in equal annual increments over three- and four-year periods, held directly.

60. See Footnote 59 for shares held directly and indirectly.

61. Includes the following Table II Derivative Securities: 2,403,250 non-qualified stock options vesting in equal annual increments over four-year periods, held directly.

Remarks:

TRANSACTIONS TO BE CONTINUED ON A SECOND FORM 4.

	Dale B. Wolf	11/05/2007
	** 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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