form8k.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 31, 2008

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		001-31826 (Commission file number)		42-1406317 (IRS Employer Identification No.)

7711 Carondelet Avenue, St. Louis, Missouri 63105

(Address of principal executive office and zip code)

Registrant’s telephone number, including area code: (314) 725-4477

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE

On December 31, 2008, the Company issued a press release announcing that it has received a termination notice from AMERIGROUP Corporation relating to the previously disclosed agreement to sell certain assets of University Health Plans, Inc. in the State of New Jersey. The full text of the press release is included as Exhibit 99.1 to this report. The information contained in the website cited in the press release is not a part of this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press release of Centene Corporation issued December 31, 2008.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: January 2, 2009	CENTENE CORPORATION
	By:	/s/ KEITH H. WILLIAMSON
		Keith H. Williamson
		Senior Vice President, Corporate Secretary and General Counsel


Exhibit
Number		Description
99.1		Press release of Centene Corporation issued December 31, 2008.

N E W S R E L E A S E

Contact:	Investor Relations Inquiries: Edmund E. Kroll, Jr. Senior Vice President, Finance & Investor Relations (212) 759-0382

	Media Relations Inquiries: Cary D. Hobbs Senior Vice President, Business Management & Integration (314) 725-4477

FOR IMMEDIATE RELEASE

CENTENE CORPORATION RECEIVES TERMINATION NOTICE

RELATING TO NEW JERSEY TRANSACTION; NO EFFECT ON

SOUTH CAROLINA TRANSACTION

ST. LOUIS, MISSOURI (December 31, 2008)—Centene Corporation (NYSE: CNC) today announced that it has received a termination notice from AMERIGROUP Corporation relating to the previously disclosed agreement to sell certain assets of University Health Plans, Inc. in the State of New Jersey. Centene does not believe that there is cause to terminate the New Jersey transaction and is prepared to pursue all available means to bring the transaction to closure.

The termination notice for New Jersey does not relate to or reference the previously disclosed agreement by Centene to purchase from AMERIGROUP certain assets in South Carolina. Centene intends to close the South Carolina transaction as contemplated in the first quarter of 2009.

As discussed in Centene’s earnings guidance release and conference call on December 19, 2008, the operations of University Health Plans, Inc. will be classified as discontinued operations, effective with the fourth quarter of 2008. As a result there is no impact on Centene’s 2009 earnings guidance.

About Centene Corporation

Centene Corporation is a leading multi-line healthcare enterprise that provides programs and related services to individuals receiving benefits under Medicaid, including the State Children’s Health Insurance Program (SCHIP), as well as Aged, Blind, or Disabled (ABD), Foster Care, Long-Term Care and Medicare (Special Needs Plans). The Company operates local health plans and offers a range of healthcare solutions for the rising number of uninsured Americans. It contracts with other healthcare and commercial organizations to provide specialty services including behavioral health, life and health management, managed vision, nurse triage, pharmacy benefits management and treatment compliance. Information regarding Centene is available via the Internet at www.centene.com.

The information provided in this press release contains forward-looking statements that relate to future events and future financial performance of Centene. Subsequent events and developments may cause the Company's estimates to change. The Company disclaims any obligation to update this forward-looking financial information in the future. Readers are cautioned that matters subject to forward-looking statements involve known and unknown risks and uncertainties, including economic, regulatory, competitive and other factors that may cause Centene's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Actual results may differ from projections or estimates due to a variety of important factors, including Centene's ability to accurately predict and effectively manage health benefits and other operating expenses, competition, changes in healthcare practices, changes in federal or state laws or regulations, inflation, provider contract changes, new technologies, reduction in provider payments by governmental payors, major epidemics, disasters and numerous other factors affecting the delivery and cost of healthcare. The expiration, cancellation or suspension of Centene's Medicaid Managed Care contracts by state governments would also negatively affect Centene.

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