SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
WellCare Health Plans, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
94946T106
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(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[_] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.
94946T106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fairholme Capital Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,088,603
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
8,025,777
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,025,777
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.2%
12. TYPE OF REPORTING PERSON*
IA
CUSIP No.
94946T106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce R. Berkowitz
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
287,630
6. SHARED VOTING POWER
5,088,603
7. SOLE DISPOSITIVE POWER
287,630
8. SHARED DISPOSITIVE POWER
8,025,777
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,313,407
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.9%
12. TYPE OF REPORTING PERSON*
IN, HC
CUSIP No.
94946T106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fairholme Funds, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,166,200
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,166,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,166,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.98%
12. TYPE OF REPORTING PERSON*
IC
CUSIP No.
94946T106
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Item 1(a). Name of Issuer:
Wellcare Health Plans, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
8725 Henderson Road, Renaissance One, Tampa, FL 33634
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Item 2(a). Name of Person Filing:
Fairholme Capital Management, L.L.C.
Bruce R. Berkowitz
Fairholme Funds, Inc.
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
Bruce R. Berkowitz
c/o Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
Fairholme Funds, Inc.
c/o Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
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Item 2(c). Citizenship:
Fairholme Capital Management, L.L.C. - Delaware
Bruce R. Berkowitz - United States of America
Fairholme Funds, Inc. - Maryland
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Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
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Item 2(e). CUSIP Number:
94946T106
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [x] Investment company registered under Section 8 of the Investment
Company Act.
(e) [x] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
8,025,077 shares of Common Stock of Wellcare Health Plans, Inc. are owned, in
the aggregate, by various investment vehicles managed by Fairholme Capital
Management, L.L.C. ("FCM")of which 4,166,200 shares are owned by Fairholme
Funds, Inc. Because Mr. Berkowitz, in his capacity as the Managing Member of FCM
or as President of Fairholme Funds, Inc., has voting or dispositive power over
all shares beneficially owned by FCM, he is deemed to have beneficial ownership
of all such shares so reported herein.
While the advisory relationship causes attribution to Bruce Berkowitz, Fairholme
Funds, Inc. or FCM of certain indicia of beneficial ownership for the limited
purpose of this Schedule 13G, Bruce Berkowitz, Fairholme Funds, Inc. and FCM
hereby disclaim ownership of these shares for purposes of interpretations under
the Internal Revenue Code of 1986, as amended, or for any other purpose, except
to the extent of their pecuniary interest.
(a) Amount beneficially owned:
Fairholme Capital Management, L.L.C.: 8,025,077
Bruce R. Berkowitz: 8,313,407
Fairholme Funds, Inc.: 4,166,200
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(b) Percent of class:
Fairholme Capital Management, L.L.C.: 19.2%
Bruce R. Berkowitz: 19.9%
Fairholme Funds, Inc.: 9.98%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Fairholme Capital Management, L.L.C.: 0
Bruce R. Berkowitz: 287,630
Fairholme Funds, Inc.: 0
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(ii) Shared power to vote or to direct the vote
Fairholme Capital Management, L.L.C.: 5,088,603
Bruce R. Berkowitz: 5,088,603
Fairholme Funds, Inc.: 4,166,200
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(iii) Sole power to dispose or to direct the
disposition of
Fairholme Capital Management, L.L.C.: 0
Bruce R. Berkowitz: 287,630
Fairholme Funds, Inc.: 0
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(iv) Shared power to dispose or to direct the
disposition of
Fairholme Capital Management, L.L.C.: 8,025,777
Bruce R. Berkowitz: 8,025,077
Fairholme Funds, Inc.: 4,166,200
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Sec.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to Sec.240.13d-1(c) or Sec.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 2009
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(Date)
Fairholme Capital Management, L.L.C.*
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By: /s/ Bruce R. Berkowitz
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Name/Title: Bruce R. Berkowitz /Managing Member
/s/ Bruce R. Berkowitz*
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Name/Title: Bruce R. Berkowitz
Fairholme Funds, Inc.
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By: /s/ Bruce R. Berkowitz
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Name/Title: Bruce R. Berkowitz /President
* The Reporting Persons disclaim beneficial ownership in the securities reported
herein, except to the extent of his or its pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G Amendment dated February 13, 2009
relating to the Common Stock, $.01 par value, of WellCare Health Plans, Inc.,
shall be filed on behalf of the undersigned.
Fairholme Capital Management, L.L.C.
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By: /s/ Bruce R. Berkowitz
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Name/Title: Bruce R. Berkowitz /Managing Member
/s/ Bruce R. Berkowitz
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Name/Title: Bruce R. Berkowitz
Fairholme Funds, Inc.
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By: /s/ Bruce R. Berkowitz
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Name/Title: Bruce R. Berkowitz /President
SK 22146 0001 964548