Centene Corporation
7700 Forsyth Boulevard
St. Louis, Missouri 63105
Tel. (314) 725-4477 Fax (314) 725-5180
September 17, 2015
VIA COURIER AND BY EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, DC 20549
Attention: Jeffrey P. Riedler, Assistant Director
| Re: | Centene Corporation |
| Amendment No. 1 to Registration Statement on Form S-4 |
| Filed September 17, 2015 |
| File No. 333-206463 |
| REQUEST FOR ACCELERATION OF EFFECTIVENESS |
Dear Mr. Riedler:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Centene Corporation (“Centene”) requests that the effectiveness of the Registration Statement on Form S-4, as amended, (File No. 333-206463) (the “Registration Statement”) be accelerated such that it be declared effective as of 4:15 p.m., Eastern Time, on September 21, 2015, or as soon thereafter as practicable.
Centene acknowledges that the disclosure in the Registration Statement is the responsibility of Centene. Centene represents to the Securities and Exchange Commission (the “Commission”) that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve Centene from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | Centene will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact Jeremy D. London or Kyle T. Seifried, each of Skadden, Arps, Slate, Meagher & Flom LLP, at (202) 371-7535 or (212) 735-3457, respectively, with any questions you may have concerning this request. In addition, please notify Mr. London or Mr. Seifried when the request for acceleration has been granted.
* * * * *
| Sincerely, | ||||
| CENTENE CORPORATION | ||||
| By: | /s/ Keith H. Williamson | |||
| Name: | Keith H. Williamson | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||