CENTENE CORP — Director's Dealing 2011

Dec 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-12-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-09	Common Stock	F	2831	$36.58	Disposed	112049	Direct
2011-12-10	Common Stock	F	3538	$37.56	Disposed	108511	Direct
2011-12-12	Common Stock	F	3397	$37.56	Disposed	105114	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (2000)	2000	Direct
Common Stock Option (right to buy)	$32.06	2015-07-26	Common Stock (25000)	25000	Direct

Footnotes

F1: Shares withheld for taxes upon vesting of previously reported stock grant.

F2: Mr. Scheffel's ownership includes previous awards of 33,333 restricted stock units subject to vesting requirements.