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) May 19, 2004

COVENTRY HEALTH CARE, INC.
(Exact name of registrant as specified in its charter)


Delaware 1-16477 52-2073000



(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)

(301) 581-0600
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)





ITEM 5. OTHER EVENTS

     On May 17, 2004, Coventry Health Care, Inc. announced that its subsidiary, Coventry Health of Michigan, had entered into a definitive agreement with OmniCare Health Plan and its rehabilitator to purchase certain assets of OmniCare including approximately 63,000 Medicaid lives. The effective date of the acquisition will be October 1, 2004.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

c) Exhibits  
     
     Exhibit No.    Description of Exhibit


      99.1 Coventry Health Care, Inc.’s press release dated May 17, 2004 announcing the acquisition of OmniCare.
     


SIGNATURE

     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.

  COVENTRY HEALTH CARE, INC.
   
  By: /s/ Dale B. Wolf
 
  Dale B. Wolf
  Executive Vice President, Chief Financial Officer and Treasurer
   
  Dated: May 19, 2004



Exhibit 99.1


6705 Rockledge Drive, Suite 900
Bethesda, MD 20817-1850
(301) 581-0600
News Release

FOR IMMEDIATE RELEASE Contact: Dale B. Wolf
    Chief Financial Officer
    (301) 581-5709
     
    John Stelben
    Investor Relations
    (301) 581-5729




COVENTRY HEALTH CARE ANNOUNCES ACQUISITION OF OMNICARE


       Bethesda, Maryland (May 17, 2004) – Coventry Health Care, Inc. (NYSE: CVH) announced today that its’ subsidiary, Coventry Health of Michigan, has entered into a definitive agreement with the OmniCare Health Plan and its rehabilitator to purchase certain assets of OmniCare including approximately 63,000 Medicaid lives.

       “I am pleased to announce the purchase of OmniCare and our entry into our third new market in the past fifteen months,” said Allen F. Wise, president and chief executive officer of Coventry Health Care, “We believe that our expertise in caring for this population, along with our disciplined approach to cost management, will provide both high quality care to our new members and profitable growth to our shareholders.”

       The effective date of the acquisition will be October 1, 2004 when the new Medicaid contract year commences. Coventry will pay $200 per member in cash. The transaction has already been approved by rehabilitation court order.

       This press release may contain forward–looking statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, relating to future events or future financial performance. Actual performance may be significantly impacted by certain risks and uncertainties, including those described in the Company’s Annual Report on Form 10–K for the year ended December 31, 2003 filed with the Securities and Exchange Commission (SEC).

       Coventry Health Care is a managed health care company based in Bethesda, Maryland operating health plans and insurance companies under the names Coventry Health Care, Coventry Health and Life, Altius Health Plans, Carelink Health Plans, Group Health Plan, HealthAmerica, HealthAssurance, HealthCare USA, PersonalCare, SouthCare, Southern Health and WellPath. The Company provides a full range of managed care products and services, including HMO, PPO, POS, Medicare+Choice, Medicaid, and Network Rental to 3.1 million members in a broad cross section of employer and government–funded groups in 14 markets throughout the Midwest, Mid–Atlantic and Southeast United States. More information is available on the Internet at http://www.cvty.com.