CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 
AS ADOPTED PURSUANT TO 
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shawn M. Guertin, certify that:

1. I have reviewed this annual report
on Form 10-K of Coventry Health Care, Inc.;
2. Based on my knowledge, this report does not contain any
 untrue statement of a material fact or omit to state a material fact
necessary to make the statements
 made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other
 financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The registrants other certifying officer and I are
 responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:designed such disclosure controls and procedures, or caused
such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
 subsidiaries, is made known to us by others within those entities, particularly
 during the period in which this report is being prepared;designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;evaluated the effectiveness of the registrants
disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; anddisclosed in this report any change in the registrants
 internal control
 over financial reporting that occurred during the registrants most recent
 fiscal quarter that has materially affected, or is reasonably likely to
 materially affect, the registrants internal control over financial
 reporting; and
5. designed such disclosure controls and procedures, or caused
such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
 subsidiaries, is made known to us by others within those entities, particularly
 during the period in which this report is being prepared;
6. designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
7. evaluated the effectiveness of the registrants
disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
8. disclosed in this report any change in the registrants
 internal control
 over financial reporting that occurred during the registrants most recent
 fiscal quarter that has materially affected, or is reasonably likely to
 materially affect, the registrants internal control over financial
 reporting; and
9. The registrants other certifying officer and I have
disclosed, based on
 our most recent evaluation of internal control over financial reporting, to the
 registrants auditors and the audit committee of registrants board of
 directors (or persons performing the equivalent functions):all significant deficiencies and material weaknesses in
 the design or operation
 of internal control over financial reporting which are reasonably likely to
 adversely affect the registrants ability to record, process, summarize and
  report financial information; andany fraud, whether or not material, that involves management or other employees
 who have a significant role in the registrants internal control over
  financial reporting.
10. all significant deficiencies and material weaknesses in
 the design or operation
 of internal control over financial reporting which are reasonably likely to
 adversely affect the registrants ability to record, process, summarize and
  report financial information; and
11. any fraud, whether or not material, that involves management or other employees
 who have a significant role in the registrants internal control over
  financial reporting.

|By:   /s/ Shawn M. Guertin                                      | 
|--------------------------------------------------------------- | 
|                                                                | 
|Shawn M. Guertin                                                | 
|Executive Vice President, Chief Financial Officer and Treasurer | 
|Date: March 8, 2006                                             |