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* SOISTMAN FRANCIS S JR (Last) (First) (Middle) 6705 ROCKLEDGE DRIVE SUITE 900 (Street) BETHESDA MD 20817 (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) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 05/14/2008
	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 Restricted	05/14/2008		S		1,100	D	$43.43	624,204(1)	D(2)
Common Stock Restricted	05/14/2008		S		100	D	$43.433	624,104(3)	D(4)
Common Stock Restricted	05/14/2008		S		600	D	$43.28	623,504(5)	D(6)
Common Stock Restricted	05/14/2008		S		700	D	$43.29	622,804(7)	D(8)
Common Stock Restricted	05/14/2008		S		2,991	D	$43.3	619,813(9)	D(10)
Common Stock Restricted	05/14/2008		S		1,600	D	$43.31	618,213(11)	D(12)
Common Stock Restricted	05/14/2008		S		100	D	$43.315	618,113(13)	D(14)
Common Stock Restricted	05/14/2008		S		1,625	D	$43.32	616,488(15)	D(16)
Common Stock Restricted	05/14/2008		S		1,444	D	$43.33	615,044(17)	D(18)
Common Stock Restricted	05/14/2008		S		1,512	D	$43.34	613,532(19)	D(20)
Common Stock Restricted	05/14/2008		S		100	D	$43.36	613,432(21)	D(22)
Common Stock Restricted	05/14/2008		S		428	D	$43.37	613,004(23)	D(24)
Common Stock Restricted	05/14/2008		S		2,900	D	$43.38	610,104(25)	D(26)
Common Stock Restricted	05/14/2008		S		400	D	$43.385	609,704(27)	D(28)
Common Stock Restricted	05/14/2008		S		5,500	D	$43.39	604,204(29)	D(30)
Common Stock Restricted	05/14/2008		S		800	D	$43.395	603,404(31)	D(32)
Common Stock Restrcited	05/14/2008		S		100	D	$43.398	603,304(33)	D(34)
Common Stock Restricted	05/14/2008		S		5,921	D	$43.4	597,383(35)	D(36)
Common Stock Restricted	05/14/2008		S		700	D	$43.405	596,683(37)	D(38)
Common Stock Restricted	05/14/2008		S		100	D	$43.407	596,583(39)	D(40)
Common Stock Restricted	05/14/2008		S		872	D	$43.41	595,711(41)	D(42)
Common Stock Restricted	05/14/2008		S		100	D	$43.417	595,611(43)	D(44)
Common Stock Restricted	05/14/2008		S		307	D	$43.42	595,304(45)	D(46)

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

Explanation of Responses:

1. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 150,919 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

2. See Footnote 1 for shares held directly and indirectly.

3. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 150,819 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

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

5. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 150,219 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

6. See Footnote 5 for shares held directly and indirectly.

7. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock managed account (401(k) Plan), and 149,519 shares of restricted common stock held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

8. See Footnote 7 for shares held directly and indirectly.

9. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 146,528 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

10. See Footnote 9 for shares held directly and indirectly.

11. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 144,928 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

12. See Footnote 11 for shares held directly and indirectly.

13. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 144,828 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

14. See Footnote 13 for shares held directly and indirectly.

15. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 143,203 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

16. See Footnote 15 for shares held directly and indirectly.

17. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 141,759 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

18. See Footnote 17 for shares held directly and indirectly.

19. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 140,247 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

20. See Footnote 19 for shares held directly and indirectly.

21. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 140,147 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

22. See Footnote 21 for shares held directly and indirectly.

23. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 139,719 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

24. See Footnote 23 for shares held directly and indirectly.

25. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 136,819 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

26. See Footnote 25 for shares held directly and indirectly.

27. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 136,419 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

28. See Footnote 27 for shares held directly and indirectly.

29. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 130,919 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

30. See Footnote 29 for shares held directly and indirectly.

31. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 139,119 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

32. See Footnote 31 for shares held directly and indirectly.

33. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 130,019 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

34. See Footnote 33 for shares held directly and indirectly.

35. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 124,098 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

36. See Footnote 35 for shares held directly and indirectly.

37. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 123,398 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

38. See Footnote 37 for shares held directly and indirectly.

39. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 123,298 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

40. See Footnote 39 for shares held directly and indirectly.

41. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 122,426 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

42. See Footnote 41 for shares held directly and indirectly.

43. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 122,326 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

44. See Footnote 43 for shares held directly and indirectly.

45. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 122,019 shares of restricted common stock, held directly, with restrictions lapsed or lapsing over four-year periods; and Table II - Derivative Securities consisting of non-qualified stock options for 453,893 shares vesting in equal annual increments over four-year periods, held directly.

46. See Footnote 45 shares held directly and indirectly.

	Shirley R. Smith on behalf of Francis S. Soistman by Power of Attorney	05/16/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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