CENTENE CORP — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2012-05-01

Reporting Person: NEIDORFF MICHAEL F (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	M	10000	$17.85	Acquired	1692944	Direct
2012-05-01	Common Stock	F	4315	$39.59	Disposed	1688629	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Common Stock Option (right to buy)	$17.85	M	10000	Disposed	2014-07-27	Common Stock (10000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0	2011-02-11	Common Stock (50569.001)	50569.001	Direct
Common Stock Option (right to buy)	$13.98	2013-12-16	Common Stock (72759)	72759	Direct
Common Stock Option (right to buy)	$25.40	2015-12-13	Common Stock (200000)	200000	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (96034)	96034	Direct

Footnotes

F1: Ownership includes 540,000 shares of restricted stock subject to vesting requirements.

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

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 Mr. Neidorff's termination with the Company or on such other date Mr. Neidorff may elect.