8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

Form 8-K

Current Report

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

Date Of Report (Date Of Earliest Event Reported): 07/01/2005

Centene Corporation

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 000-33395

Delaware	42-1406317
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

7711 Carondelet Avenue, Suite 800, St. Louis, MO 63105

(Address of Principal Executive Offices, Including Zip Code)

314-725-4477

(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

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:

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

[    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

[    ] Pre- commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

[    ] Pre- commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Items to be Included in this Report

Item 1.01    Entry into a Material Definitive Agreement

On July 23, 2005, FirstGuard Health Plan Kansas, Inc., a subsidiary of Centene, executed an amendment to the Kansas Healthwave Title XIX and Title XXI Capitated Managed Care Health Services Contract between FirstGuard Health Plan Kansas, Inc. and the Secretary of Social and Rehabilitation Services of the State of Kansas. The amendment is effective by its terms as of July 1, 2005.

Among other things, the amendment extends the original agreement through June 30, 2006 and amends the applicable capitation rates, as well as the definition of “Medical Services” and “Medical Services Not Included.”

The amendment is included as Exhibit 10.1 to this current report. The original agreement is filed as Exhibit 10.2 to our Annual Report on Form 10-K dated as of February 24, 2005. The above description is qualified in its entirety by reference to such exhibits.

On July 28, 2005, Coordinated Care Corporation Indiana, Inc., a subsidiary of Centene, executed an amendment to a contract between Coordinated Care and the Office of Medical Policy and Planning and the Office of the Children’s Health Insurance Program of the Indiana Family and Social Services Administration. The amendment is effective by its terms as of July 1, 2005.

Among other things, the amendment amends the applicable capitation rates, as well as the “scope of work” description and dispute resolution process.

The amendment is included as Exhibit 10.2 to this current report. The original agreement is filed as Exhibit 10.3 to our Annual Report on Form 10-K dated as of February 24, 2005. The above description is qualified in its entirety by reference to such exhibits.

Item 9.01     Financial Statements and Exhibits

(c)    Exhibits

See Exhibit index attached hereto

Signature(s)

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.

		Centene Corporation
Date:	July 8, 2005	By:	/s/    Michael F. Neidorff
			Michael F. Neidorff Chairman and CEO

Exhibit Index

Exhibit No.	Description
10.1	Amendment Seventeen to the Kansas Healthwave Title XIX and Title XXI Capitated Managed Care Health Services Contract with Firstguard Health Plan Kansas, Inc. 2006 Renewal
10.2	First Amendment to Contract Between the Office of Medicaid Policy and Planning, The Office of the Children’s Health Insurance Program and Coordinated Care Corporation Indiana , Inc.

EX-10.1

Exhibit 10.1

STATE OF KANSAS	Contract No. 02510
Social and Rehabilitation Services
Health Care Policy/Medicaid

AMENDMENT SEVENTEEN

to the

KANSAS HEALTHWAVE TITLE XIX AND TITLE XXI CAPITATED MANAGED CARE

HEALTH SERVICES CONTRACT

with

FIRSTGUARD HEALTH PLAN KANSAS, INC.

2006 RENEWAL

The above referenced agreement, as amended, entered into by and between the Secretary of Social and Rehabilitation Services (SRS) and FirstGuard Health Plan Kansas, Inc., (FGK), a Kansas Corporation, on July 12, 2001, hereinafter sometimes referred to as Contractor, is hereby amended by agreement of the parties:

The above-named parties entered into a contract on the date referenced above for the purpose of providing and paying for HealthWave Title XIX and Title XXI capitated managed care health services to beneficiaries enrolled with FGK. The Kansas Legislature, in the 2005 Session, enacted House Substitute for Senate Bill No. 272. This Act establishes the Health Policy Authority (HPA) and also establishes the Division of Health Policy and Finance (DHPF) within the Kansas Department of Administration, effective July 1, 2005. This Act further provides that the DHPF shall be the single state agency for Medicaid on an interim basis and transfers related responsibilities, duties and contracts, including this contract, from SRS to the new DHPF on July 1, 2005 and then subsequently provides that the HPA shall be the single state agency for Medicaid effective July 1, 2006 and transfers these same responsibilities, duties and contracts to the HPA on July 1, 2006.

SRS has determined it is in the best interests of the State to make certain changes to the contract as originally agreed upon; and FGK is agreeable to such changes; now for and in consideration of the mutual covenants and agreements contained herein, the parties hereby mutually covenant and agree as follows:

The following documents are referenced for convenience only and are NOT made a part of this

amendment or intended to be incorporated in this contract by this reference.

Related Contract Amendment Number/Name: #1; #15

Related Memorandum of Understanding Number/Name: N/A

Related Policy Number/Name: N/A

Related Request For Proposals Reference(s): RFP #02510

Total Estimated Cost: Title XIX $130,997,000 Title XXI $61,937,000

Amendment 17, Page 1 of 3 Pages

1. TERM:

In accordance with the provisions of RFP #02510, Section 3.1, the term of this contract is extended for the third and last of three, optional one-year periods, for the period July 1, 2005 through June 30, 2006.

2. MEDICAID TITLE XIX CAPITATION RATES:

RFP #02510, Page 114, Paragraph 5.15.1.e. as added by Amendment 1 and amended by Amendment 15:

The parties agree that for the period September 1, 2004 through June 30, 2005, the capitation rates set forth in Attachment A to this Amendment, attached to and incorporated herein shall apply to Title XIX HealthWave capitation rates. Said contract rates, to take effect the first day of the month as approved by the Centers for Medicare and Medicaid Services (CMS).

Is, effective with the signing of this amendment, amended to read:

The parties agree that for the period July 1, 2005 through June 30, 2006, the capitation rates set forth in Attachment A - Rates for the Period July 1, 2005 through June 30, 2006, attached to and incorporated herein shall apply to Title XIX, subject to actuarial certification and approval by the Center for Medicare and Medicaid Services (CMS).

3. SCHIP TITLE XXI CAPITATION RATES FOR THE PERIOD BEGINNING JULY 1, 2005:

The parties agree that for the period July 1, 2005 through June 30, 2006, the capitation rates set forth in Attachment B - HealthWave Title XXI Rates for SFY2006, attached to and incorporated herein shall apply to Title XXI.

4. NEW SECTION 5.9.1.gg INITIAL OFFICE VISITS:

The parties agree that effective July 1, 2005, Section 5.9.1, Medical Services is amended by adding new Section 5.9.1.gg as follows:

5.9.1.gg  Office visits by the plan members with their primary care physicians resulting in a primary or secondary psychiatric diagnosis shall be the responsibility of the Contractor.

5. NEW SECTION 5.10.12 KDHE LABORATORY COSTS:

The parties agree that effective July 1, 2005, Section 5.10, Medical Services Not included is amended by adding new Section 5.10.12 as follows:

5.10.12  Laboratory services provided by the Kansas Department of Health and Environment.

Amendment 17, Page 2 of 3 Pages

6. OTHER TERMS AND CONDITIONS:

All other terms and conditions of the contract between SRS and FGK remain unchanged.

IN WITNESS HEREOF, the Parties hereto have executed this amendment to the original contract as of the date written below.

FIRSTGUARD HEALTH PLAN KANSAS, INC.	SECRETARY OF SOCIAL AND REHABILITATION SERVICES
/s/ Joy D. Wheeler
Joy D. Wheeler	Gary J. Daniels, Ph.D.
President & CEO	Acting Secretary
6/23/05
Date	Date
DEPARTMENT OF ADMINISTRATION DIVISION OF PURCHASES
Chris Howe, Director
Division of Purchases
Date

Amendment 17, Page 3 of 3 Pages

Attachment A - Rates for the Period July 1, 2005 through June 30, 2006

SFY2006 Rates, HealthWave 19

	Johnson, Leavenworth, & Wyandotte Counties		Northeast & Western Kansas		Southeast Kansas		Sedgwick County
TAF & PLE < 1	$	437.01	$	405.03	$	401.31	$	457.29
TAF & PLE 1-5	$	78.23	$	81.79	$	86.55	$	66.59
TAF & PLE 6-14	$	63.50	$	75.15	$	77.71	$	59.57
TAF & PLE 15-21 F	$	123.49	$	129.78	$	151.35	$	132.58
TAF & PLE 15-21 M	$	73.56	$	88.13	$	85.78	$	66.96
TAF 22-29 F	$	215.67	$	201.19	$	211.18	$	201.76
TAF 22-34 M	$	172.29	$	164.26	$	165.19	$	139.56
TAF 30-34 F	$	243.14	$	249.87	$	260.87	$	243.23
TAF 35+	$	336.42	$	382.29	$	433.70	$	369.54
Preg Wom <= 29	$	264.06	$	234.42	$	276.59	$	259.05
Preg Wom 30+	$	326.59	$	294.98	$	322.97	$	319.94
Delivery Payment	$	4,343.00

Attachment B - HealthWave XXI Rates for SFY2006

Title XXI - FY 2006 Rates

For the Period July 1, 2005 thru June 30, 2006

Rate Cell	Johnson, Leavenworth, Wyandotte	Northeast/ Western	Sedgwick	Southeast
<1 Female	510.03	493.58	438.91	419.17
<1 Male	510.03	493.58	438.91	419.17
1 - 5 Female	137.52	110.44	98.23	98.23
1 - 5 Male	140.69	112.88	100.49	100.49
6 - 14 Female	109.91	87.99	78.5	78.5
6 - 14 Male	102.88	82.35	73.48	73.48
15 - 19 Female	249.96	199.84	178.55	178.55
15 - 19 Male	132.61	106.06	94.71	94.71
Preg Woman < 20	939.26	754.76	670.91	670.91

EX-10.2

Exhibit 10.2

FIRST AMENDMENT

TO

CONTRACT BETWEEN

THE OFFICE OF MEDICAID POLICY AND PLANNING,

THE OFFICE OF THE CHILDREN’S HEALTH INSURANCE PROGRAM

AND

Coordinated Care Corporation Indiana, Inc.

This FIRST AMENDMENT to the above-referenced Contract is made and entered into by and between the State of Indiana [hereinafter “State” or “State of Indiana”], through the Office of Medicaid Policy and Planning and Office of the Children’s Health Insurance Program [hereinafter called “State” or “Offices”], of the Indiana Family and Social Services Administration, 402 West Washington Street, Room W382, Indianapolis, Indiana 46204, and Coordinated Care Corporation Indiana, Inc. [hereinafter called “Contractor”], 1099 North Meridian Street, Suite 400, Indianapolis, Indiana 46204.

WHEREAS, the State of Indiana and Contractor have previously entered into a contract for a term beginning January 1, 2005, and ending December 31, 2006, [hereinafter “the original contract”] to arrange for the provision of covered health care services for certain Hoosier Healthwise members enrolled in Benefit Packages A, B and C, as procured through Request for Proposal (RFP) # 4-79;

WHEREAS, the parties are desirous to enter into this FIRST AMENDMENT to include coordination with the First Steps program, to revise the claims dispute process, and, due to the expansion of Hoosier Healthwise mandatory RBMC to include all Indiana counties, to adjust the capitation rates and add exception requirements for designated rural RBMC counties;

NOW THEREFORE, the parties enter into this FIRST AMENDMENT for the consideration set out below, all of which is deemed to be good and sufficient consideration in order to make this FIRST AMENDMENT a binding legal instrument.

1. The parties hereby ratify and incorporate herein each term and condition set out in the original Contract, as well as all written matters incorporated therein except as specifically provided for by this FIRST AMENDMENT.

2. The term of this amendment is July 1, 2005 through December 31, 2006.

3. The parties agree that Section 2.0 of Attachment 1 to the original contract, MCO Scope of Work, is amended to include a new subsection, 2.10, Exceptions for Members in Rural Counties, and shall read as follows:

In accordance with 42 CFR 438.52(b)(2)(ii), in those counties which have been designated as “rural counties” by the Office and approved by the Centers for Medicare and Medicaid Services (CMS), the MCO must allow rural county members to obtain services from out-of-network providers under any of the following circumstances:

a) The service or type of provider is not available within the MCO’s network.

MCO Contract, First Amendment Page 1 of 4 Coordinated Care Corp.

b) The out-of-network provider is the main source of a service to the member, provided that the provider is given the opportunity to become a participating provider. If the provider chooses not to join the network, or does not meet the necessary requirements to join, the enrollee will be transitioned to a participating provider within 60 days, after being given an opportunity to select a network provider.

(c) The only plan or provider available to the member does not, because of moral or religious objections, provide the service the member seeks.

(d) The member’s PMP or other provider determines that the member needs related services that would subject the member to unnecessary risk if received separately and not all the related services are available within the network.

(e) The Office determines that other circumstances warrant out-of-network treatment.

4. The parties agree that Attachment 1 to the original contract, MCO Scope of Work, Section 3.3.2, Members with Special Health Care Needs, last paragraph, is amended by adding a bullet to read as follows:

• Coordinating with Indiana’s early intervention program known as First Steps, in accordance with the policies and procedures developed by the Office in collaboration with the Hoosier Healthwise MCOs.

5. The parties agree that Section 2, Consideration, of the original Contract is amended as follows:

CAPITATION RATES

	North		Central		South
Packages A/B
Newborns	$	323.69	$	302.69	$	295.85
Preschool		72.99		81.89		78.00
Children		70.30		78.87		75.12
Adolescents		101.04		113.37		107.98
Adult Males		234.91		290.90		279.85
Adult Females		211.19		261.53		251.59
Package C
Newborns	$	178.20	$	165.06	$	161.97
Preschool		72.60		76.63		75.19
Children		65.42		69.05		67.75
Adolescents		91.07		96.13		94.32
Package A/B & C
Maternity Delivery	$	3,331.43	$	3,301.57	$	3,324.80

The South Region rates will be effective July 1, 2005. The North Region rates will be effective September 1, 2005. The Central Region rates will be effective November 1, 2005.

MCO Contract, First Amendment Page 2 of 4 Coordinated Care Corp.

6. The parties agree that RFP Attachment N, Claims Dispute Resolution Process, Section 3.1.3, second paragraph, is amended to be consistent with the rule at 405 IAC 1-1.6-3(h), and shall read as follows:

In the event the panel fails to deliver to the provider the panel’s written determination within forty-five (45) calendar days after the commencement of the formal claim resolution procedure, the failure on the part of the panel shall have the effect of an approval by the panel of the provider’s claim.

7. The parties agree that this First Amendment to the parties’ original Contract has been duly prepared and executed pursuant to Section 8 of the original contract.

8. The undersigned attests, subject to the penalties for perjury, that he is the contracting party, or that he is the representative, agent, member or officer of the contracting party, that he has not, nor has any other member employee, representative, agent or officer of the firm, company, corporation or partnership represented by him, directly or indirectly, to the best of his knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that he has not received or paid, any sum of money or other consideration for the execution of this agreement other than that which appears upon the face of the agreement.

The rest of this page is left intentionally blank.

MCO Contract, First Amendment Page 3 of 4 Coordinated Care Corp.

WHEREOF, the parties have, through duly authorized representatives, entered into this agreement. The parties having read and understood the foregoing terms of the contract do by their respective signatures dated below hereby agree to the terms thereof.

For the Contractor:	For the State of Indiana:
/s/ Rita Johnson-Mills
Rita Johnson-Mills	Jeanne M. Labrecque
President/CEO	Health Policy and Medicaid Director
1099 North Meridian Street, Suite 400	Family and Social Services Agency
Indianapolis, Indiana 46204
Date: June 28, 2005	Date: ___________________
APPROVED:	APPROVED:
Charles Shalliol, Director	Earl A. Goode, Commissioner
State Budget Agency	Department of Administration
Date: ____________________	Date: ___________________
APPROVED AS TO FORM AND LEGALITY:
Stephen Carter
Attorney General of Indiana
Date: ____________________

MCO Contract, First Amendment Page 4 of 4 Coordinated Care Corp.