content: <PAGE>
        As filed with the Securities and Exchange Commission on June 21, 2002
  
                                                      Registration No. 333-
  ================================================================================
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
  
                                 CENTENE CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
  
                    DELAWARE                                  04-1406317
        (State or Other Jurisdiction of                    (I.R.S. Employer
         Incorporation or Organization)                   Identification No.)
  
  
            7711 CARONDELET AVENUE
            SAINT LOUIS, MISSOURI                               63105
   (Address of Principal Executive Offices)                  (Zip Code)
  
  
  
                          2002 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
  
  
                                 MICHAEL F. NEIDORFF
                                 CENTENE CORPORATION
                         7711 CARONDELET AVENUE, SUITE 800
                             SAINT LOUIS, MISSOURI 63105
                       (Name and Address of Agent For Service)
  
  
                                    314-725-4477
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                  With a copy to:
  
                               MARK L. JOHNSON, ESQ.
                                 HALE AND DORR LLP
                                  60 STATE STREET
                            BOSTON, MASSACHUSETTS 02109
                                   (617) 526-6000
  
  <TABLE>
  <CAPTION>
  
  
                                            CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
                                                                Proposed Maximum  Proposed Maximum
                                                 Amount to be    Offering Price      Aggregate          Amount of
  Title of Securities to be Registered          Registered(1)      Per Share       Offering Price    Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                                           <C>             <C>               <C>                <C>
  Common stock, $0.001 par value per share      300,000 shares      $27.98(2)      $8,394,000(2)         $773
  ====================================================================================================================
  </TABLE>
  
  (1)   In accordance with Rule 416 under the Securities Act of 1933, as amended,
        this registration statement shall be deemed to cover any additional
        securities that may from time to time be offered or issued to prevent
        dilution resulting from stock splits, stock dividends or similar
        transactions.
  (2)   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
        amended, and based upon the average of the high and low prices of the
        Registrant's common stock as reported on the Nasdaq National Market on
        June 17, 2002.
  
  ================================================================================
  <PAGE>
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       ITEM 1.  PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plans covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
       ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  The following documents, which are on file with the Securities and Exchange
  Commission, are incorporated in this registration statement by reference:
  
       (a) The registrant's latest annual report filed pursuant to Section 13(a)
  or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
  424(b) under the Securities Act that contains audited financial statements for
  the registrant's latest fiscal year for which such statements have been filed.
  
       (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
       (c) The description of the securities contained in the registrant's
  registration statements on Form 8-A filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
       All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
       ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
       ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement.
  
       ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 102 of the Delaware General Corporation Law, as amended (the
  "DGCL"), allows a corporation to eliminate or limit the personal liability of a
  director of a corporation to the corporation or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except where the director
  breached his duty of loyalty,
  
                                       - 1 -
  <PAGE>
  
  
  failed to act in good faith, engaged in intentional misconduct or knowingly
  violated a law, authorized the payment of a dividend or approved a stock
  repurchase in violation of Delaware corporate law or obtained an improper
  personal benefit.
  
       Section 145 of the DGCL provides, among other things, that a corporation,
  including the registrant, may indemnify any person who has or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding (other than an action by the corporation or in the right of
  the corporation) by reason of the fact that the person is or was one of the
  directors, officers, agents or employees of the corporation or is or was serving
  at the request of the corporation as a director, officer, agent, or employee of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by the person in connection with
  such action, suit or proceeding. The power to indemnify applies (a) if such
  person is successful on the merits or otherwise in defense of any action, suit
  or proceeding or (b) if such person acted in good faith and in a manner that the
  person reasonably believed to be in the best interest of the corporation, or not
  opposed to the best interest of the corporation, and with respect to any
  criminal action or proceeding, had no reasonable cause to believe such conduct
  was unlawful. The power to indemnify applies to actions brought by the
  corporation or in the right of the corporation as well but only to the extent of
  defense expenses (including attorneys' fees but excluding amounts paid in
  settlement) actually and reasonably incurred and not to any satisfaction of
  judgment or settlement of the claim itself, and with the further limitation that
  in such actions no indemnification shall be made in the event of any
  adjudication of negligence or misconduct in the performance of his duties to the
  corporation, unless the court believes that in light of all the circumstances
  indemnification should apply.
  
       Section 174 of the DGCL provides, among other things, that a director, who
  willfully or negligently approves of an unlawful payment of dividends or an
  unlawful stock purchase or redemption, may be held liable for such actions. A
  director who was either absent when the unlawful actions were approved or
  dissented at the time, may avoid liability by causing his or her dissent to such
  actions to be entered in the books containing the minutes of the meetings of the
  board of directors at the time such action occurred or immediately after such
  absent director receives notice of the unlawful acts.
  
       As permitted under the DGCL, the certificate of incorporation of the
  registrant includes a provision that eliminates the personal liability of the
  directors of the registrant from monetary damages for breach of fiduciary duty
  as a director, except for liability for:
  
       -  any breach of the director's duty of loyalty to the registrant or the
          stockholders of the registrant;
  
       -  acts or omissions not in good faith or that involve intentional
          misconduct or a knowing violation of law;
  
       -  unlawful payments of dividends or unlawful stock re-purchases or
          redemptions; or
  
       -  any transaction from which the director derived an improper personal
          benefit.
  
       The by-laws of the registrant further provide that:
  
       -  the registrant must indemnify its directors and officers to the fullest
          extend permitted by Delaware law;
  
       -  the registrant may indemnify its other employees and agents to the same
          extent that it indemnified its officers and directors, unless otherwise
          determined by its board of directors; and
  
       -  the registrant must advance expenses, as incurred, to its directors and
          executive officers in connection with a legal proceeding to the fullest
          extent permitted by Delaware law.
  
       The indemnification provisions contained in the certificate of
  incorporation and by-laws of the registrant are not exclusive of any other
  rights to which a person may be entitled by law, agreement, vote of stockholders
  or disinterested directors or otherwise. In addition, the registrant maintains
  insurance on behalf of its directors and executive officers insuring them
  against any liability asserted against them in their capacities as directors or
  officers or arising out of such status.
  
                                       - 2 -
  <PAGE>
  
       ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
       ITEM 8. EXHIBITS.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       ITEM 9. UNDERTAKINGS.
  
       1. ITEM 512(a) OF REGULATION S-K.  The undersigned registrant hereby
  undertakes:
  
            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this registration statement:
  
                 (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act;
  
                 (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the registration statement; and
  
                 (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;
  
            provided, however, that paragraphs (i) and (ii) do not apply if the
            information required to be included in a post-effective amendment by
            those paragraphs is contained in periodic reports filed with or
            furnished to the Commission by the registrant pursuant to Section 13
            or Section 15(d) of the Exchange Act that are incorporated by
            reference in the registration statement.
  
            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
            (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
  
       2. ITEM 512(b) OF REGULATION S-K. The undersigned registrant hereby
  undertakes that, for purposes of determining any liability under the Securities
  Act, each filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       3. ITEM 512(h) OF REGULATION S-K. Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the registrant pursuant to the foregoing
  provisions, or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                       - 3 -
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Clayton, State of Missouri, as of June 19, 2002.
  
                                       CENTENE CORPORATION
  
  
                                       By: /s/ MICHAEL F. NEIDORFF
                                           ---------------------------------------
                                           Michael F. Neidorff
                                           President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Centene Corporation, hereby
  severally constitute and appoint Michael F. Neidorff, Karey L. Witty and Mark L.
  Johnson, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable Centene Corporation to comply
  with the provisions of the Securities Act of 1933, as amended, and all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said registration statement and any and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the indicated
  capacities as of June 19, 2002.
  
  <TABLE>
  <CAPTION>
  
                           NAME                                                      TITLE
                           ----                                                      -----
  <S>                                                     <C>
                 /s/ MICHAEL F. NEIDORFF
   ___________________________________________________    President, Chief Executive Officer and Director
                   Michael F. Neidorff                    (chief executive officer)
  
                    /s/ KAREY L. WITTY
   ___________________________________________________    Senior Vice President, Chief Financial Officer, Treasurer
                      Karey L. Witty                      and Secretary (chief financial and accounting officer)
  
                   /s/ SAMUEL E. BRADT
   ___________________________________________________    Director
                     Samuel E. Bradt
  
                   /s/ EDWARD L. CAHILL
   ___________________________________________________    Director
                     Edward L. Cahill
  
                  /s/ HOWARD E. COX, JR.
   ___________________________________________________    Director
                    Howard E. Cox, Jr.
  
                  /s/ ROBERT K. DITMORE
   ___________________________________________________    Director
                    Robert K. Ditmore
  
                  /s/ CLAIRE W. JOHNSON
   ___________________________________________________    Director
                    Claire W. Johnson
  
                /s/ RICHARD P. WIEDERHOLD
   ___________________________________________________    Director
                  Richard P. Wiederhold
  </Table>
                                       - 4 -
  <PAGE>
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  
                                                                                         INCORPORATED BY REFERENCE
                                                                                    ----------------------------------------
   EXHIBIT                                                            FILED WITH                                     EXHIBIT
   NUMBER                       DESCRIPTION                         THIS FORM S-8   FORM   FILING DATE WITH SEC      NUMBER
   -------                      -----------                         -------------   ----   --------------------      -------
  <S>       <C>                                                           <C>        <C>     <C>                       <C>
    4.1     Certificate of Incorporation of Centene Corporation                      S-1     October 9, 2001           3.2
  
    4.1a    Certificate of Amendment dated November 8, 2001 to                       S-1     November 13, 2001         3.2a
             Certificate of Incorporation included as Exhibit 4.1
  
    4.2     By-laws of Centene Corporation                                           S-1     October 9, 2001           3.3
  
    5       Legal Opinion of Hale and Dorr LLP                             X
  
   23.1     Consent of Arthur Andersen LLP                                 X
  
   23.2     Consent of Hale and Dorr LLP (included in Exhibit 5)           X
  
   24       Power of Attorney (included on page 4 of this Form S-8)        X
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43425ccsv8.txt", "description": "CENTENE CORPORATION", "secsgml_size_bytes": 20881}]
metadata_filer: {"company-data": {"conformed-name": "CENTENE CORP", "cik": "0001071739", "assigned-sic": "6324", "irs-number": "041406317"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90976", "film-number": "02684602"}, "business-address": {"street1": "7711 CARONDELET AVE", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3147254477"}, "mail-address": {"street1": "7711 CARONDELET AVE", "street2": "SUITE 800", "city": "ST LOUIS", "state": "MO", "zip": "63105"}}
text: As filed with the Securities and Exchange Commission on June 21, 2002
  
                                                      Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                 CENTENE CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
                    DELAWARE                                  04-1406317
        (State or Other Jurisdiction of                    (I.R.S. Employer
         Incorporation or Organization)                   Identification No.)
  
            7711 CARONDELET AVENUE
            SAINT LOUIS, MISSOURI                               63105
   (Address of Principal Executive Offices)                  (Zip Code)
  
                          2002 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                 MICHAEL F. NEIDORFF
                                 CENTENE CORPORATION
                         7711 CARONDELET AVENUE, SUITE 800
                             SAINT LOUIS, MISSOURI 63105
                       (Name and Address of Agent For Service)
  
                                    314-725-4477
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                  With a copy to:
  
                               MARK L. JOHNSON, ESQ.
                                 HALE AND DORR LLP
                                  60 STATE STREET
                            BOSTON, MASSACHUSETTS 02109
                                   (617) 526-6000
  CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
                                                                Proposed Maximum  Proposed Maximum
                                                 Amount to be    Offering Price      Aggregate          Amount of
  Title of Securities to be Registered          Registered(1)      Per Share       Offering Price    Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Common stock, $0.001 par value per share      300,000 shares      $27.98(2)      $8,394,000(2)         $773
  ====================================================================================================================
  (1)   In accordance with Rule 416 under the Securities Act of 1933, as amended,
        this registration statement shall be deemed to cover any additional
        securities that may from time to time be offered or issued to prevent
        dilution resulting from stock splits, stock dividends or similar
        transactions.
  (2)   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
        amended, and based upon the average of the high and low prices of the
        Registrant's common stock as reported on the Nasdaq National Market on
        June 17, 2002.
  
  ================================================================================
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       ITEM 1.  PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plans covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
       ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  The following documents, which are on file with the Securities and Exchange
  Commission, are incorporated in this registration statement by reference:
  
       (a) The registrant's latest annual report filed pursuant to Section 13(a)
  or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
  424(b) under the Securities Act that contains audited financial statements for
  the registrant's latest fiscal year for which such statements have been filed.
  
       (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
       (c) The description of the securities contained in the registrant's
  registration statements on Form 8-A filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
       All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
       ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
       ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement.
  
       ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 102 of the Delaware General Corporation Law, as amended (the
  "DGCL"), allows a corporation to eliminate or limit the personal liability of a
  director of a corporation to the corporation or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except where the director
  breached his duty of loyalty,
  
                                       - 1 -
  failed to act in good faith, engaged in intentional misconduct or knowingly
  violated a law, authorized the payment of a dividend or approved a stock
  repurchase in violation of Delaware corporate law or obtained an improper
  personal benefit.
  
       Section 145 of the DGCL provides, among other things, that a corporation,
  including the registrant, may indemnify any person who has or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding (other than an action by the corporation or in the right of
  the corporation) by reason of the fact that the person is or was one of the
  directors, officers, agents or employees of the corporation or is or was serving
  at the request of the corporation as a director, officer, agent, or employee of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by the person in connection with
  such action, suit or proceeding. The power to indemnify applies (a) if such
  person is successful on the merits or otherwise in defense of any action, suit
  or proceeding or (b) if such person acted in good faith and in a manner that the
  person reasonably believed to be in the best interest of the corporation, or not
  opposed to the best interest of the corporation, and with respect to any
  criminal action or proceeding, had no reasonable cause to believe such conduct
  was unlawful. The power to indemnify applies to actions brought by the
  corporation or in the right of the corporation as well but only to the extent of
  defense expenses (including attorneys' fees but excluding amounts paid in
  settlement) actually and reasonably incurred and not to any satisfaction of
  judgment or settlement of the claim itself, and with the further limitation that
  in such actions no indemnification shall be made in the event of any
  adjudication of negligence or misconduct in the performance of his duties to the
  corporation, unless the court believes that in light of all the circumstances
  indemnification should apply.
  
       Section 174 of the DGCL provides, among other things, that a director, who
  willfully or negligently approves of an unlawful payment of dividends or an
  unlawful stock purchase or redemption, may be held liable for such actions. A
  director who was either absent when the unlawful actions were approved or
  dissented at the time, may avoid liability by causing his or her dissent to such
  actions to be entered in the books containing the minutes of the meetings of the
  board of directors at the time such action occurred or immediately after such
  absent director receives notice of the unlawful acts.
  
       As permitted under the DGCL, the certificate of incorporation of the
  registrant includes a provision that eliminates the personal liability of the
  directors of the registrant from monetary damages for breach of fiduciary duty
  as a director, except for liability for:
  
       -  any breach of the director's duty of loyalty to the registrant or the
          stockholders of the registrant;
  
       -  acts or omissions not in good faith or that involve intentional
          misconduct or a knowing violation of law;
  
       -  unlawful payments of dividends or unlawful stock re-purchases or
          redemptions; or
  
       -  any transaction from which the director derived an improper personal
          benefit.
  
       The by-laws of the registrant further provide that:
  
       -  the registrant must indemnify its directors and officers to the fullest
          extend permitted by Delaware law;
  
       -  the registrant may indemnify its other employees and agents to the same
          extent that it indemnified its officers and directors, unless otherwise
          determined by its board of directors; and
  
       -  the registrant must advance expenses, as incurred, to its directors and
          executive officers in connection with a legal proceeding to the fullest
          extent permitted by Delaware law.
  
       The indemnification provisions contained in the certificate of
  incorporation and by-laws of the registrant are not exclusive of any other
  rights to which a person may be entitled by law, agreement, vote of stockholders
  or disinterested directors or otherwise. In addition, the registrant maintains
  insurance on behalf of its directors and executive officers insuring them
  against any liability asserted against them in their capacities as directors or
  officers or arising out of such status.
  
                                       - 2 -
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
       ITEM 8. EXHIBITS.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       ITEM 9. UNDERTAKINGS.
  
       1. ITEM 512(a) OF REGULATION S-K.  The undersigned registrant hereby
  undertakes:
  
            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this registration statement:
  
                 (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act;
  
                 (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the registration statement; and
  
                 (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;
  
            provided, however, that paragraphs (i) and (ii) do not apply if the
            information required to be included in a post-effective amendment by
            those paragraphs is contained in periodic reports filed with or
            furnished to the Commission by the registrant pursuant to Section 13
            or Section 15(d) of the Exchange Act that are incorporated by
            reference in the registration statement.
  
            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
            (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
  
       2. ITEM 512(b) OF REGULATION S-K. The undersigned registrant hereby
  undertakes that, for purposes of determining any liability under the Securities
  Act, each filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       3. ITEM 512(h) OF REGULATION S-K. Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the registrant pursuant to the foregoing
  provisions, or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                       - 3 -
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Clayton, State of Missouri, as of June 19, 2002.
  
                                       CENTENE CORPORATION
  
                                       By: /s/ MICHAEL F. NEIDORFF
                                           ---------------------------------------
                                           Michael F. Neidorff
                                           President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Centene Corporation, hereby
  severally constitute and appoint Michael F. Neidorff, Karey L. Witty and Mark L.
  Johnson, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable Centene Corporation to comply
  with the provisions of the Securities Act of 1933, as amended, and all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said registration statement and any and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the indicated
  capacities as of June 19, 2002.
  NAME                                                      TITLE
                           ----                                                      -----
  /s/ MICHAEL F. NEIDORFF
   ___________________________________________________    President, Chief Executive Officer and Director
                   Michael F. Neidorff                    (chief executive officer)
  
                    /s/ KAREY L. WITTY
   ___________________________________________________    Senior Vice President, Chief Financial Officer, Treasurer
                      Karey L. Witty                      and Secretary (chief financial and accounting officer)
  
                   /s/ SAMUEL E. BRADT
   ___________________________________________________    Director
                     Samuel E. Bradt
  
                   /s/ EDWARD L. CAHILL
   ___________________________________________________    Director
                     Edward L. Cahill
  
                  /s/ HOWARD E. COX, JR.
   ___________________________________________________    Director
                    Howard E. Cox, Jr.
  
                  /s/ ROBERT K. DITMORE
   ___________________________________________________    Director
                    Robert K. Ditmore
  
                  /s/ CLAIRE W. JOHNSON
   ___________________________________________________    Director
                    Claire W. Johnson
  
                /s/ RICHARD P. WIEDERHOLD
   ___________________________________________________    Director
                  Richard P. Wiederhold
  - 4 -
  INDEX TO EXHIBITS
  INCORPORATED BY REFERENCE
                                                                                    ----------------------------------------
   EXHIBIT                                                            FILED WITH                                     EXHIBIT
   NUMBER                       DESCRIPTION                         THIS FORM S-8   FORM   FILING DATE WITH SEC      NUMBER
   -------                      -----------                         -------------   ----   --------------------      -------
  4.1     Certificate of Incorporation of Centene Corporation                      S-1     October 9, 2001           3.2
  
    4.1a    Certificate of Amendment dated November 8, 2001 to                       S-1     November 13, 2001         3.2a
             Certificate of Incorporation included as Exhibit 4.1
  
    4.2     By-laws of Centene Corporation                                           S-1     October 9, 2001           3.3
  
    5       Legal Opinion of Hale and Dorr LLP                             X
  
   23.1     Consent of Arthur Andersen LLP                                 X
  
   23.2     Consent of Hale and Dorr LLP (included in Exhibit 5)           X
  
   24       Power of Attorney (included on page 4 of this Form S-8)        X