SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FARLEY EMERSON D JR MD (Last) (First) (Middle) P. O. BOX 487 (Street) FORK UNION VA 23055-0487 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COVENTRY HEALTH CARE INC [ CVH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/10/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	11/10/2003		M		7,500	A	$12.75	46,260(2)	D(3)
Common Stock	11/10/2003		M		2,000	A	$12.75	48,260(4)	D(5)
Common Stock	11/10/2003		M		2,500	A	$12.75	50,760(6)	D(7)
Common Stock	11/10/2003		M		5,000	A	$11	55,760(8)	D(9)
Common Stock	11/10/2003		M		2,000	A	$6.75	57,760(10)	D(11)
Common Stock	11/10/2003		M		2,000	A	$18.47	59,760(12)	D(13)
Common Stock	11/10/2003		M		2,000	A	$32.26	61,760(14)	D(15)
Common Stock	11/10/2003		M		1,234	A	$31.22	62,994(16)	D(17)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$12.75	11/10/2003		M			7,500	01/01/1997	01/01/2005	Common Stock	7,500	$0	21,200	D
Non-Qualified Stock Option (right to buy)	$12.75	11/10/2003		M			2,500	01/01/1997	01/01/2005	Common Stock	2,500	$0	18,700	D
Non-Qualified Stock Option (right to buy)	$12.75	11/10/2003		M			2,000	07/28/1995	07/28/2005	Common Stock	2,000	$0	16,700	D
Non-Qualified Stock Option (right to buy)	$11	11/10/2003		M			5,000	09/04/1999	03/04/2009	Common Stock	5,000	$0	11,700	D
Non-Qualified Stock Option (right to buy)	$6.75	11/10/2003		M			2,000	07/01/2000	01/01/2010	Common Stock	2,000	$0	9,700	D
Non-Qualified Stock Option (right to buy)	$18.47	11/10/2003		M			2,000	12/07/2001	06/07/2011	Common Stock	2,000	$0	7,700	D
Non-Qualified Stock Option (right to buy)	$32.26	11/10/2003		M			2,000	12/06/2002	06/06/2012	Common Stock	2,000	$0	5,700	D
Non-Qualified Stock Option (right to buy)	$31.22	11/10/2003		M			1,234	11/07/2003	11/07/2012	Common Stock	1,234	$0	4,466	D

Explanation of Responses:

1. Dr. Farley's address is P. O. Box 487, Fork Union, VA 23055-0487

2. Includes the following Table I Non-Derivative Securities: 23,510 shares held outright, 4050 shares held indirectly by daughter, 14,000 shares held by managed account (retirement plan) and 4,700 shares held as restricted stock vesting over three and four years.

3. See Footnote 2 for shares held directly and indirectly.

4. Same as Footnote 2, except for the acquisition (through the exercise of an option) of an additional 2,000 shares held outright.

5. See above Footnotes 2 and 4 for shares held directly and indirectly.

6. Same as Footnotes 2 and 4, except for the acquisition (through the exercise of an option) of an additional 2,500 shares held outright.

7. See above Footnotes 2, 4 and 6 for shares held directly and indirectly.

8. Same as Footnotes 2, 4 and 6, except for the acquisition (through the exercise of an option) of an additional 5,000 shares held outright.

9. See Footnotes 2, 4, 6 and 8 for shares held directly and indirectly.

10. Same as Footnotes 2, 4, 6 and 8, except for the acquisition (through the exercise of an option) of an additional 2,000 shares held outright.

11. See Footnotes 2, 4, 6, 8 and 10 for shares held directly and indirectly.

12. Same as Footnotes 2, 4, 6, 8 and 10, except for the acquisition (through the exercise of an option) of an additional 2,000 shares held outright.

13. See Footnotes 2, 4, 6, 8, 10 and 12 for shares held directly and indirectly.

14. Same as Footnotes 2, 4, 6, 8, 10 and 12, except for the acquisition (through the exercise of an option) of an additional 2,000 shares held outright.

15. See Footnotes 2, 4, 6, 8, 10, 12 and 14 for shares held directly and indirectly.

16. Same as Footnotes 2, 4, 6, 8, 10, 12 and 14, except for the acquisition (through the exercise of an option) of an additional 1,234 shares held outright.

17. See Footnotes 2, 4, 6, 8, 10, 12, 14 and 16 for shares held directly and indirectly.

	/s/ Emerson D. Farley, Jr.	11/11/2003
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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