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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mason Mary V

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/7/2011 

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)
SVP & Chief Medical Officer /

(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   21790   (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
Phantom Stock   2/7/2011   2/7/2011   (2) Common Stock   3899.362   $0   (3) D    
Common Stock Option (right to buy)   1/3/2011   (4) 1/3/2016   Common Stock   7500   $26.29   D    
Common Stock Option (right to buy)   4/24/2011   (4) 4/24/2016   Common Stock   2000   $28.26   D    
Common Stock Option (right to buy)   12/12/2011   (4) 12/12/2016   Common Stock   5000   $25.21   D    

Explanation of Responses:
( 1)  Ownership includes previous awards of 1,625 restricted stock units which vest on December 12, 2011; 1,167 restricted stock units which vest on December 9, 2011; 200 restricted stock units which vest on April 24, 2011; 2,000 restricted stock units which vest in two equal annual installments on the anniversary of the grant date beginning on July 24, 2011; 2,667 restricted stock units which vest in two annual installments on the anniversary of the grant date beginning on December 10, 2011; 6,500 restricted stock units which vest in three annual installments on the anniversary of the grant date beginning on December 14, 2011.
( 2)  The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Dr. Mason's termination with the Company or on such other date Dr. Mason may elect.
( 3)  Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
( 4)  The options vest in five annual installments on the anniversary of the grant date, with the final vesting taking place on the date exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mason Mary V
7700 FORSYTH BOULEVARD
ST. LOUIS, MO 63105


SVP & Chief Medical Officer

Signatures
/s/ William N. Scheffel (executed by attorney-in-fact) 2/15/2011
** 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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