<PAGE>   1

   As filed with the Securities and Exchange Commission on March 30, 2001.
                                                         Registration No. 333-
===============================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  ----------

                                   FORM S-8


                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933


                          COVENTRY HEALTH CARE, INC.
            (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
                  DELAWARE                                              52-2073000
<S>                                                               <C>
      (State or other jurisdiction of                                (I.R.S. Employer
       incorporation or organization)                               Identification No.)
         COVENTRY HEALTH CARE, INC.                                        20817
      6705 ROCKLEDGE DRIVE, SUITE 900                                    (Zip Code)
             BETHESDA, MARYLAND
  (Address of principal executive offices)
</TABLE>


              COVENTRY HEALTH CARE, INC. RETIREMENT SAVINGS PLAN
                           (Full title of the plan)


                            SHIRLEY R. SMITH, ESQ.
                       6705 ROCKLEDGE DRIVE, SUITE 900
                              BETHESDA, MARYLAND
                   (Name and address of agent for service)


                          (301) 581-0600 (EXT. 2280)
        (Telephone number, including area code, of agent for service)



<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                     PROPOSED MAXIMUM  PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE        AMOUNT TO BE       OFFERING PRICE       AGGREGATE         AMOUNT OF
          REGISTERED             REGISTERED(1)(2)      PER SHARE(2)     OFFERING PRICE    REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>               <C>                <C>
Common Stock,
$.01 par value(1)              1,200,000 shares          $17.375          $20,850,000        $5,212.50
============================================================================================================
</TABLE>

     (1)In Addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Coventry Health Care, Inc. Retirement
Savings Plan (the "Plan"). Plus, such additional shares as may be issued by
reason of stock splits, stock dividends or similar transactions.

     (2)Based on the average of the high and low prices per share of the
Registrant's common stock reported on the NASDAQ National market on March 12,
2001, as set forth in Rules 457(c) and 457(h).







<PAGE>   2



                    REGISTRATION OF ADDITIONAL SECURITIES

              INCORPORATION OF EARLIER REGISTRATION BY REFERENCE

               Pursuant to General Instruction E to Form S-8, the contents of
the Registration Statement filed by Coventry Health Care, Inc. under
Registration Number 333-75615, as amended, with respect to the securities
offered pursuant to the Plan are hereby incorporated by reference herein and
the opinions and consents listed below are annexed hereto.



<TABLE>
<CAPTION>
     Exhibit
        No.                                  Description
       ----                                  -----------
<S>               <C>
        5           Opinion of Epstein Becker & Green, P.C.

       23.1         Consent of Arthur Andersen LLP

        24          Power of Attorney (included in signature page of this
                    Registration Statement).
</TABLE>

                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:

      (a)   The Registrant's latest annual report on Form 10-K (the "Annual
            Report") for the fiscal year ended December 31, 2000, filed
            pursuant to Section 13 (a) of the Securities Exchange Act of 1934,
            as amended, (the "Exchange Act"), which 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
            Annual Report referred to in (a) above.

            All documents filed by the Registrant pursuant to Section 13(a),
            13 (c), 14 and 15(d) of the Exchange Act after the date of this
            Registration Statement, and 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 a part hereof
            from the date of filing such documents.



<PAGE>   3





                                  SIGNATURES



            The Registrant. Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 Bethesda, State of
Maryland, on this 30th day of March, 2001.



                              COVENTRY HEALTH CARE, INC.



                               By: /s/ Allen F. Wise
                                       --------------------------
                                       Allen F. Wise
                                       President, Chief  Executive Officer and
                                       Director



<PAGE>   4


                              POWER OF ATTORNEY

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated. Each person whose signature
appears below hereby authorizes John W. Campbell and Shirley R. Smith and each
of them, with full power of substitution, to execute in the name and on behalf
of such person any amendment (including any post-effective amendment) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the person(s) so acting deems appropriate, and appoint each of
such persons, each with full power of substitution, attorney-in-fact to sign
any amendment (including any post-effective amendment) to this Registration
Statement and to file the same, with exhibits thereto, and other documents in
connection therewith.

<TABLE>
<CAPTION>
Signature                                    Title                             Date
---------                                    -----                             ----
<S>                                       <C>                                <C>

/s/ Allen F. Wise                            President, Chief Executive        March 30, 2001
---------------------------------            Officer and Director
Allen F. Wise


/s/ Dale. B. Wolf                            Executive Vice President, Chief   March 30, 2001
---------------------------------            Financial Officer and Treasurer
Dale B. Wolf                                 (Principal Financial Officer)

/s/ John J. Ruhlmann                         Vice President and Controller     March 30, 2001
---------------------------------            (Principal Accounting Officer)
John J. Ruhlmann


/s/ John H. Austin,Jr.,M.D.                  Director                          March 28, 2001
---------------------------------
John H. Austin, Jr., M.D.


/s/ Thomas L. Blair                          Director
---------------------------------
Thomas L. Blair

/s/ David J. Drury, Jr.                      Director                          March 28, 2001
---------------------------------
David J. Drury, Jr.

/s/ Joel Ackerman                            Director                          March 30, 2001
---------------------------------
Joel Ackerman

/s/ Emerson D. Farley, Jr., M.D.             Director
---------------------------------
Emerson D. Farley, Jr., M.D.

/s/ Thomas J. Graf                           Director                          March 28, 2001
---------------------------------
Thomas J. Graf

/s/ Lawrence N. Kugelman                     Director                          March 28, 2001
---------------------------------
Lawrence N. Kugelman
</TABLE>



<PAGE>   5



<TABLE>
<S>                                       <C>                                <C>
/s/ Rodman W. Moorhead, III                  Director                          March 30, 2001
---------------------------------
Rodman W. Moorhead, III

/s/ Elizabeth E. Tallett                     Director
---------------------------------
Elizabeth E. Tallett
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "w47288s-8.txt", "description": "REGISTRATION FORM S-8", "secsgml_size_bytes": 9767}]
{"company-data": {"conformed-name": "COVENTRY HEALTH CARE INC", "cik": "0001054833", "assigned-sic": "6324", "irs-number": "522073000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57968", "film-number": "1586534"}, "business-address": {"street1": "6705 ROCKLEDGE DR STE 900", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3015810600"}, "mail-address": {"street1": "6705 ROCKLEDGE DRIVE", "street2": "SUITE 900", "city": "BETHESDA", "state": "MD", "zip": "20817"}}
1

   As filed with the Securities and Exchange Commission on March 30, 2001.
                                                         Registration No. 333-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  ----------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          COVENTRY HEALTH CARE, INC.
            (Exact name of registrant as specified in its charter)
DELAWARE                                              52-2073000
(State or other jurisdiction of                                (I.R.S. Employer
       incorporation or organization)                               Identification No.)
         COVENTRY HEALTH CARE, INC.                                        20817
      6705 ROCKLEDGE DRIVE, SUITE 900                                    (Zip Code)
             BETHESDA, MARYLAND
  (Address of principal executive offices)
COVENTRY HEALTH CARE, INC. RETIREMENT SAVINGS PLAN
                           (Full title of the plan)

                            SHIRLEY R. SMITH, ESQ.
                       6705 ROCKLEDGE DRIVE, SUITE 900
                              BETHESDA, MARYLAND
                   (Name and address of agent for service)

                          (301) 581-0600 (EXT. 2280)
        (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                     PROPOSED MAXIMUM  PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE        AMOUNT TO BE       OFFERING PRICE       AGGREGATE         AMOUNT OF
          REGISTERED             REGISTERED(1)(2)      PER SHARE(2)     OFFERING PRICE    REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value(1)              1,200,000 shares          $17.375          $20,850,000        $5,212.50
============================================================================================================
(1)In Addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Coventry Health Care, Inc. Retirement
Savings Plan (the "Plan"). Plus, such additional shares as may be issued by
reason of stock splits, stock dividends or similar transactions.

     (2)Based on the average of the high and low prices per share of the
Registrant's common stock reported on the NASDAQ National market on March 12,
2001, as set forth in Rules 457(c) and 457(h).
2

                    REGISTRATION OF ADDITIONAL SECURITIES

              INCORPORATION OF EARLIER REGISTRATION BY REFERENCE

               Pursuant to General Instruction E to Form S-8, the contents of
the Registration Statement filed by Coventry Health Care, Inc. under
Registration Number 333-75615, as amended, with respect to the securities
offered pursuant to the Plan are hereby incorporated by reference herein and
the opinions and consents listed below are annexed hereto.
Exhibit
        No.                                  Description
       ----                                  -----------
5           Opinion of Epstein Becker & Green, P.C.

       23.1         Consent of Arthur Andersen LLP

        24          Power of Attorney (included in signature page of this
                    Registration Statement).
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:

      (a)   The Registrant's latest annual report on Form 10-K (the "Annual
            Report") for the fiscal year ended December 31, 2000, filed
            pursuant to Section 13 (a) of the Securities Exchange Act of 1934,
            as amended, (the "Exchange Act"), which 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
            Annual Report referred to in (a) above.

            All documents filed by the Registrant pursuant to Section 13(a),
            13 (c), 14 and 15(d) of the Exchange Act after the date of this
            Registration Statement, and 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 a part hereof
            from the date of filing such documents.
3

                                  SIGNATURES

            The Registrant. Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 Bethesda, State of
Maryland, on this 30th day of March, 2001.

                              COVENTRY HEALTH CARE, INC.

                               By: /s/ Allen F. Wise
                                       --------------------------
                                       Allen F. Wise
                                       President, Chief  Executive Officer and
                                       Director
4

                              POWER OF ATTORNEY

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated. Each person whose signature
appears below hereby authorizes John W. Campbell and Shirley R. Smith and each
of them, with full power of substitution, to execute in the name and on behalf
of such person any amendment (including any post-effective amendment) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the person(s) so acting deems appropriate, and appoint each of
such persons, each with full power of substitution, attorney-in-fact to sign
any amendment (including any post-effective amendment) to this Registration
Statement and to file the same, with exhibits thereto, and other documents in
connection therewith.
Signature                                    Title                             Date
---------                                    -----                             ----
/s/ Allen F. Wise                            President, Chief Executive        March 30, 2001
---------------------------------            Officer and Director
Allen F. Wise

/s/ Dale. B. Wolf                            Executive Vice President, Chief   March 30, 2001
---------------------------------            Financial Officer and Treasurer
Dale B. Wolf                                 (Principal Financial Officer)

/s/ John J. Ruhlmann                         Vice President and Controller     March 30, 2001
---------------------------------            (Principal Accounting Officer)
John J. Ruhlmann

/s/ John H. Austin,Jr.,M.D.                  Director                          March 28, 2001
---------------------------------
John H. Austin, Jr., M.D.

/s/ Thomas L. Blair                          Director
---------------------------------
Thomas L. Blair

/s/ David J. Drury, Jr.                      Director                          March 28, 2001
---------------------------------
David J. Drury, Jr.

/s/ Joel Ackerman                            Director                          March 30, 2001
---------------------------------
Joel Ackerman

/s/ Emerson D. Farley, Jr., M.D.             Director
---------------------------------
Emerson D. Farley, Jr., M.D.

/s/ Thomas J. Graf                           Director                          March 28, 2001
---------------------------------
Thomas J. Graf

/s/ Lawrence N. Kugelman                     Director                          March 28, 2001
---------------------------------
Lawrence N. Kugelman
5
/s/ Rodman W. Moorhead, III                  Director                          March 30, 2001
---------------------------------
Rodman W. Moorhead, III

/s/ Elizabeth E. Tallett                     Director
---------------------------------
Elizabeth E. Tallett