Form 3/A Bahr Michael D For: Aug 05 (10K)

FORM 3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Bahr Michael D

(Last)

(First)

(Middle)

10421 SOUTH JORDAN GATEWAY, SUITE 400

(Street)

SOUTH JORDAN

84095

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2009

3. Issuer Name and Ticker or Trading Symbol
COVENTRY HEALTH CARE INC [CVH]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/13/2009

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,500	D
Common Stock	4,963	I	Managed Account (401(k) Plan)
Common Stock Restricted	33,800	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (Right to Buy)	12/14/2005⁽¹⁾	12/14/2014	Common Stock	5,265	$ 34.95	D
Non-Qualified Stock Option (Right to Buy)	06/20/2006⁽¹⁾	06/20/2015	Common Stock	22,500	$ 47.9	D
Non-Qualified Stock Option (Right to Buy)	05/22/2007⁽¹⁾	05/22/2016	Common Stock	26,250	$ 51.3	D
Non-Qualified Stock Option (Right to Buy)	05/22/2008⁽¹⁾	05/22/2017	Common Stock	20,000	$ 60.01	D
Non-Qualified Stock Option (Right to Buy)	05/19/2009⁽¹⁾	05/19/2018	Common Stock	20,000	$ 44.2	D
Non-Qualified Stock Option (Right to Buy)	06/22/2010⁽²⁾	06/22/2019	Common Stock	30,000	$ 18.07	D
Non-Qualified Stock Option (Right to Buy)	08/05/2010⁽²⁾	08/05/2019	Common Stock	20,000	$ 21.89	D
Restore Phantom Common Stock ⁽³⁾	⁽⁴⁾	⁽⁵⁾	Common Stock ⁽⁶⁾	7,009	$ ⁽⁷⁾	I	Managed Account.See Footnote 3.

Explanation of Responses:

1. Option exerciseable in equal annual increments over a four-year period.

2. Option exerciseable in equal annual increments over a three-year period.

3. Phantom common stock allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan ("RESTORE"). These shares of phantom common stock are not held directly by the reporting person, but are purchased by RESTORE's rabbi trust and held in the name of the rabbi trust for the account of the reporting person. The reporting person has no voting power over the stock, but does have dispositive power and can direct the rabbi trust to sell the shares. Upon retirement or termination of employment, the RESTORE account is automatically settled in cash so that the reporting person never owns the shares outright.

4. There is no exercise date. The shares of phantom common stock become payable in cash upon the reporting person's retirement or termination of employment.

5. There is no expiration date. The shares of phantom common stock become payable in cash upon the reporting person's retirement or termination of employment.

6. The shares of phantom common stock are not held directly by the reporting person. See Footnote 3.

7. There is no conversion or exercise price. See Footnote 3.

	Michael D. Bahr	09/22/2009
	** 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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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