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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 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* MCDONOUGH THOMAS P (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) President
	3. Date of Earliest Transaction (Month/Day/Year) 05/22/2008
	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	05/22/2008		F ( 1 )		1,610	D	$46.38	1,245,561 ( 2 )	D ( 3 )
Common Stock Restricted	05/22/2008		F ( 4 )		1,610	D	$46.38	1,243,951 ( 5 )	D ( 6 )

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. Sale of securities back to Coventry Health Care, Inc. to satisfy tax withholding on lapse of restrictions on one-fourth increment of Restricted Stock Award.

2. Includes the following: Table I-Non-Derivative Securities comprised of 2,116 shares of common stock held directly, 8,506 shares of common stock held indirectly by managed account (401(k) Plan), and 216,108 shares of restricted common stock with restrictions lapsed or lapsing over three-and four-year periods, held directly, and Table II Derivative Securities comprised of non-qualified stock options for 1,006,250 shares of common stock vesting in equal annual increments over three- and four-year periods, held directly, and 12,581 shares of phantom stock held indirectly in Coventry's 401(k)Restoration and deferred Compensation Plan.

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

4. Sale of securities back to Coventry Health Care, Inc. to satisfy tax withholding on lapse of restrictions on one-fourth increment of Restricted Stock Award.

5. Includes the following: Table I-Non-Derivative Securities comprised of 2,116 shares of common stock held directly, 8,506 shares of common stock held indirectly by managed account (401(k) Plan), and 214,498 shares of restricted common stock with restrictions lapsed or lapsing over three-and four-year periods, held directly, and Table II Derivative Securities comprised of non-qualified stock options for 1,006,250 shares of commons stock vesting in equal annual increments over three- and four-year periods and 12,581 shares of phantom stock held indirectly in Coventry's 401(k) Restoration and Deferred Compensation Plan.

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

	Shirley R. Smith on behalf of Thomas P. McDonough by attached Power of Attorney	05/23/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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