CENTENE CORP — Director's Dealing 2011

Dec 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-12-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-21	Common Stock	M	2000	$25.21	Acquired	125345	Direct
2011-12-21	Common Stock	M	25000	$32.06	Acquired	150345	Direct
2011-12-21	Common Stock	F	23070	$40.21	Disposed	127275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-21	Common Stock Option (right to buy)	$25.21	M	2000	Disposed	2016-12-12	Common Stock (2000)	Direct
2011-12-21	Common Stock Option (right to buy)	$32.06	M	25000	Disposed	2015-07-26	Common Stock (25000)	Direct

Footnotes

F1: Ownership includes previous awards of 49,166 restricted stock units subject to vesting requirements.

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