FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BOWERS CHRISTOPHER D

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/11/2016 

3. Issuer Name and Ticker or Trading Symbol

CENTENE CORP [CNC]

(Last)        (First)        (Middle)

7700 FORSYTH BOULEVARD

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP, Markets /

(Street)

ST. LOUIS, MO 63105       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   55311.173   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Ownership includes previous awards of 26,950 restricted stock units. 5,825 units will vest in three equal annual installments on the anniversary of the grant date beginning on December 15, 2016. An additional 5,825, granted on December 15, 2015, are performance stock units. The number of performance stock units vesting at the end of the three year period is predicated on meeting three-year performance conditions. The remaining restricted stock units will vest in the following manner: 5,100 restricted stock units vest in three equal annual installments on the anniversary of the grant date beginning December 9, 2016; 4,532 restricted stock units vest in two equal annual installments on the anniversary of the grant date beginning December 9, 2016 and 5,668 restricted stock units vest on December 10, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BOWERS CHRISTOPHER D
7700 FORSYTH BOULEVARD
ST. LOUIS, MO 63105


EVP, Markets

Signatures
/s/ Keith H. Williamson (executed by attorney-in-fact) 11/21/2016
** 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 control number.
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