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SC 13G/A

November 10, 2004

SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

Published on November 10, 2004


SCHEDULE 13G

Amendment No. 3
Centene Corporation
Common Stock
Cusip #15135B101


Cusip #15135B101
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 182,050
Item 6: 0
Item 7: 931,350
Item 8: 0
Item 9: 931,350
Item 11: 4.538%
Item 12: HC


Cusip #15135B101
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 931,350
Item 8: 0
Item 9: 931,350
Item 11: 4.538%
Item 12: IN


Cusip #15135B101
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 931,350
Item 8: 0
Item 9: 931,350
Item 11: 4.538%
Item 12: IN



SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)




Item 1(a). Name of Issuer:

Centene Corporation

Item 1(b). Name of Issuer's Principal Executive Offices:

7711 Carondelet Avenue
St. Louis, MO 63105


Item 2(a). Name of Person Filing:

FMR Corp.

Item 2(b). Address or Principal Business Office or, if None,
Residence:

82 Devonshire Street, Boston,
Massachusetts 02109

Item 2(c). Citizenship:

Not applicable

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

15135B101

Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).

Item 4. Ownership

(a) Amount Beneficially Owned: 931,350

(b) Percent of Class: 4.538%

(c) Number of shares as to which such
person has:

(i) sole power to vote or to direct
the vote: 182,050

(ii) shared power to vote or to
direct the vote: 0

(iii) sole power to dispose or to
direct the disposition of: 931,350

(iv) shared power to dispose or to
direct the disposition of: 0



Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (X).

Item 6. Ownership of More than Five Percent on Behalf of Another
Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.

See attached Exhibit(s) A, B.

Item 8. Identification and Classification of Members of
the Group.

Not Applicable. See attached Exhibit A.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Inasmuch as the reporting persons are no longer the beneficial
owners of more than five percent of the number of shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Securities and Exchange
Commission thereunder, and the reporting persons have no
obligation to amend this Statement if any material change
occurs in the facts set forth herein.

Signature

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule
13G in connection with FMR Corp.'s beneficial ownership of
the Common Stock of Centene Corporation at October 31,
2004 is true, complete and correct.

November 10, 2004
Date

/s/Eric D. Roiter
Signature

Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries


SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)



Pursuant to the instructions in Item 7 of Schedule
13G, Fidelity Management & Research Company
("Fidelity"), 82 Devonshire Street, Boston, Massachusetts
02109, a wholly-owned subsidiary of FMR Corp. and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of
749,300 shares or 3.651% of the Common Stock outstanding
of Centene Corporation ("the Company") as a result of
acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of
1940.

Edward C. Johnson 3d, FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 749,300 shares owned by the Funds.

Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.

Fidelity Management Trust Company, 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 182,050 shares or 0.887% of the
Common Stock outstanding of the Company as a result of its
serving as investment manager of the institutional account(s).

Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity Management Trust Company, each has
sole dispositive power over 182,050 shares and sole power to
vote or to direct the voting of 182,050 shares of Common
Stock owned by the institutional account(s) as reported
above.

Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of
FMR Corp., representing approximately 49% of the voting
power of FMR Corp. Mr. Johnson 3d owns 12.0% and
Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of
FMR Corp. and Abigail P. Johnson is a Director of FMR
Corp. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR Corp.




SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT

The undersigned persons, on November 10, 2004,
agree and consent to the joint filing on their behalf of this
Schedule 13G in connection with their beneficial ownership of
the Common Stock of Centene Corporation at October 31,
2004.

FMR Corp.

By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries

Edward C. Johnson 3d

By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Edward C. Johnson 3d

Abigail P. Johnson

By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Abigail P. Johnson

Fidelity Management & Research Company

By /s/ Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel