CENTENE CORP — Director's Dealing 2011

May 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-05-12

Reporting Person: SCHEFFEL WILLIAM N (Exec VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-12	Common Stock	M	49997	$26.07	Acquired	208114	Direct
2011-05-12	Common Stock	F	41372	$37.23	Disposed	166742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-12	Common Stock Option (right to buy)	$26.07	M	49997	Disposed	2014-12-08	Common Stock (49997)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Option (right to buy)	$32.06	2015-07-26	Common Stock (25000)	25000	Direct
Common Stock Option (right to buy)	$25.40	2015-12-13	Comon Stock (10000)	10000	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (10000)	10000	Direct

Footnotes

F1: Mr. Scheffel's ownership includes previous awards of 56,334 restricted stock units subject to vesting requirements.

F2: Shares withheld for payment of exercise price and tax liability of previously reported stock grant.