Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TowerBrook Capital Partners LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2005		 3. Issuer Name and Ticker or Trading Symbol
WELLCARE HEALTH PLANS, INC. [WCG]
(Last)
(First)
(Middle)
888 SEVENTH AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10106		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 16,733,784
I
See Footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TowerBrook Capital Partners LLC
888 SEVENTH AVENUE
NEW YORK, NY 10106		     X    
SOUSOU RAMEZ
83 PALL MALL
LONDON UK SWIY 5ES		     X    

Signatures

/s/ Jennifer Glassman, Attorney-in-Fact 04/25/2005
**Signature of Reporting Person Date
/s/ Jennifer Glassman, Attorney-in-Fact 04/25/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) TowerBrook Capital Partners LLC ("TCP LLC") is the general partner of TCP General Partner L.P. (f/k/a/ SPEP General Partner LP), which is the general partner of TowerBrook Investors L.P. (f/k/a Soros Private Equity Investors LP), the record and beneficial owner of such shares. Mr. Sousou is one of two sole decision makers for TCP LLC. An investment committee of five individuals, including Mr. Sousou, has exclusive decision making authority with respect to such shares. Mr. Sousou disclaims beneficial ownership of all such shares, except to the extent of any pecuniary interest therein.

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