CENTENE CORP — Director's Dealing 2010

Jan 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2009-12-31

Reporting Person: EPPINGER FREDERICK H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-31	Common Stock	A	1444.753	$21.63	Acquired	38547.864	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Option (right to buy)	$28.14	2016-04-25	Common Stock (10000)	10000	Direct

Footnotes

F1: Shares represent restricted stock units reserved in lieu of cash payment of fees under the Company's Non-employee Directors Stock Compensation Plan.

F2: Mr. Eppinger's ownership includes 5,073 shares of restricted stock which are subject to vesting requirements.