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BASS, BERRY  & SIMS  PLC

A PROFESSIONAL LIMITED LIABILITY COMPANY

ATTORNEYS AT LAW

    BOB F. THOMPSON

    AMSOUTH CENTER

    OTHER OFFICES:

    TEL: (615) 742-6262

    315 DEADERICK STREET,
SUITE 2700

    NASHVILLE MUSIC ROW

    FAX: (615) 742-2762

    NASHVILLE, TN 37238-3001

    KNOXVILLE

    bthompson@bassberry.com

    (615) 742-6200

    MEMPHIS

www.bassberry.com

March 3, 2005

VIA EDGAR

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

     Re:     Coventry Health Care, Inc.

Ladies and Gentlemen:

     We are writing to you on behalf of Coventry Health Care, Inc., a Delaware corporation (the
“Company”).

     On February 28, 2005, the Company filed with the Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-4 (File No. 333-123014) relating to the offer to
exchange (the “Exchange Offer”) up to $250.0 million aggregate principal amount of the Company’s 5
7/8% Senior Notes due 2012 and $250.0 million aggregate principal amount of the Company’s 6 1/8%
Senior Notes due 2015, which were issued on January 28, 2005 in a private offering to qualified
institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States in accordance with Regulation S under the Securities Act
(collectively, the “Outstanding Notes”), for up to $250.0 million aggregate principal amount of the
Company’s 5 7/8% Senior Notes due 2012 and $250.0 million aggregate principal amount of the
Company’s 6 1/8% Senior Notes dues 2015, respectively, that have been registered under the
Securities Act (collectively, the “New Notes”).

     The Company is registering the Exchange Offer in reliance on the Commission’s position in the
no-action letters issued to Exxon Capital Holdings Corporation (publicly available on May 13,
1988), Morgan Stanley & Co. Incorporated (publicly available on June 5, 1991) and Shearman and
Sterling (publicly available on July 2, 1993).

     The Company represents that it has not entered into any arrangement or understanding with any
person to distribute the New Notes to be received in the Exchange Offer and, to the best of the
Company’s information and belief, each holder of Outstanding Notes participating
in the Exchange Offer is acquiring the New Notes in the ordinary course of business and has no
arrangement or understanding with any person to participate in the distribution of the New

Office of Chief Counsel

March 3, 2005

Page 2

Notes. In this regard, the Company will make each holder of Outstanding Notes participating in the
Exchange Offer aware that if such person is participating in the Exchange Offer for the purpose of
distributing the New Notes to be acquired in the Exchange Offer, such person (i) cannot rely on the
Commission’s position in the foregoing no-action letters and similar interpretative and no-action
letters and (ii) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale of the New Notes. The Company acknowledges that any
resale of the New Notes by a holder of Outstanding Notes participating in the Exchange Offer for
the purpose of distributing the New Notes should be covered by an effective registration statement
containing the selling security holder information required by Item 507 of Regulation S-K under the
Securities Act.

     The Company further represents that, with respect to any broker-dealer that participates in
the Exchange Offer with respect to Outstanding Notes acquired for its own account as a result of
market-making activities or other trading activities, each such broker-dealer must confirm that it
has not entered into any arrangement or understanding with the Company or an affiliate of the
Company to distribute the New Notes. The Company will make each person participating in the
Exchange Offer aware that any broker-dealer who holds Outstanding Notes acquired for its own
account as a result of market-making activities or other trading activities, and who receives New
Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, may be a statutory
underwriter and must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes. The Company will also include in the transmittal
letter to be executed by an exchange offeree in order to participate in the Exchange Offer the
following additional provision:

if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for
its own account as a result of market-making activities or other trading activities,
an acknowledgement that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of New Notes received in respect of
such Outstanding Notes pursuant to the Exchange Offer.

     If you have any questions or if I can be of further assistance in your consideration of the
matters addressed herein, please call me at (615) 742-6262.

Sincerely,

/s/ Bob F. Thompson

Bob F. Thompson

BFT/tyt

Enclosure

cc:     Albert Lee (via Federal Express)