CENTENE CORP — Director's Dealing 2011

Mar 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-03-17

Reporting Person: GOLDMAN CAROL (Exec VP Chief Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-17	Common Stock	M	17500	$13.58	Acquired	102084	Direct
2011-03-17	Common Stock	M	5324	$13.98	Acquired	107408	Direct
2011-03-17	Common Stock	M	3000	$16.65	Acquired	110408	Direct
2011-03-17	Common Stock	F	12273	$29.50	Disposed	98135	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-17	Common Stock Option (right to buy)	$13.58	M	17500	Disposed	2013-08-26	Common Stock (17500)	Direct
2011-03-17	Common Stock Option (right to buy)	$13.98	M	5324	Disposed	2013-12-16	Common Stock (5324)	Direct
2011-03-17	Common Stock Option (right to buy)	$16.65	M	3000	Disposed	2014-05-04	Common Stock (3000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.0	2007-12-31	Common Stock (220.672)	220.672	Direct
Common Stock Option (right to buy)	$26.07	2014-12-08	Common Stock (40000)	40000	Direct
Common Stock Option (right to buy)	$25.40	2015-12-13	Common Stock (10000)	10000	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (5000)	5000	Direct

Footnotes

F1: Ownership includes previous awards of 44,900 restricted stock units which are subject to vesting requirements.

F2: Shares withheld for payment of exercise price.

F3: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F4: The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Ms. Goldman's termination with the Company or on such other date Ms. Goldman may elect.