Sierra Health Services Inc - Statement of Ownership (SC 13G)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

SIERRA HEALTH SERVICES, INC.

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(Name of Issuer)

COMMON STOCK

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(Title of Class of Securities)

826322109

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(CUSIP Number)

DECEMBER 31, 2007

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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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CUSIP No. 826322109 ----------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S Identification No. of above person. PAULSON & CO. INC. 13-3796759 ----------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] ----------------------------------------------------------------- 3. SEC Use Only ----------------------------------------------------------------- 4. Citizenship or Place of Organization STATE OF DELAWARE ----------------------------------------------------------------- 5. Sole Voting Power 3,265,200 (SEE NOTE 1) Number of ------------------------------------------------- Shares Beneficially 6. Shared Voting Power NONE Owned by ------------------------------------------------- Each Reporting 7. Sole Dispositive Power 3,265,200 (SEE NOTE 1) Person ------------------------------------------------- With: 8. Shared Dispositive Power NONE ----------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,265,200 (SEE NOTE 1) ----------------------------------------------------------------- 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] ----------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 5.81% ----------------------------------------------------------------- 12. Type of Reporting Person IA -----------------------------------------------------------------

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CUSIP No. 826322109 ----------------------------------------------------------------- Item 1. (a) Name of Issuer: SIERRA HEALTH SERVICES, INC. (b) Address of Issuer's Principal Executive Offices: 2724 NORTH TENAYA WAY LAS VEGAS, NV 89128 Item 2. (a) Name of Person Filing: PAULSON & CO. INC. (b) Address of Principal Business Office or, if none, Residence: 590 MADISON AVENUE NEW YORK, NY 10022 (c) Citizenship: DELAWARE CORPORATION (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 826322109 Item 3. If this statement is filed pursuant to Rules 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act; (b) [ ] Bank as defined in section 3(a)(6) of the Act; (c) [ ] Insurance company as defined in section 3(a)(19) of the Act; (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940; (e) [X] An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations 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 of 1940;

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(j) [ ] Group, in accordance with Rule 240.13d-1(b)(1) (ii)(J).

THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b). THE PERSON FILING IT HAS NOT ACQUIRED THE SECURITIES WITH ANY PURPOSE, OR WITH THE EFFECT OF, CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER, OR IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING THAT PURPOSE OR EFFECT, INCLUDING ANY TRANSACTION SUBJECT TO RULE 13d-
3(b); IS NOT A PERSON REPORTING PURSUANT TO PARAGRAPH RULE 13d-1(b)(1); AND IS NOT DIRECTLY OR INDIRECTLY THE BENEFICIAL OWNER OF 20% OR MORE OF THE CLASS OF SECURITIES INDICATED ABOVE.

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.

(a) Amount beneficially owned:

3,265,200 (SEE NOTE 1)

(b) Percent of class:

5.81%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

3,265,200 (SEE NOTE 1)

(ii) Shared power to vote or to direct the vote:

NONE

(iii) Sole power to dispose or direct the disposition of:

3,265,200 (SEE NOTE 1)

(iv) Shared power to dispose or direct the disposition of:

NONE

NOTE 1: PAULSON & CO. INC. ("PAULSON"), AN INVESTMENT
ADVISOR THAT IS REGISTERED UNDER THE INVESTMENT ADVISORS ACT OF 1940, FURNISHES INVESTMENT ADVICE TO AND MANAGES ONSHORE AND OFFSHORE INVESTMENT FUNDS AND SEPARATE MANAGED ACCOUNTS (SUCH INVESTMENT FUNDS AND ACCOUNTS, THE "FUNDS"). IN ITS ROLE AS INVESTMENT ADVISOR, OR MANAGER, PAULSON POSSESSES VOTING AND/OR INVESTMENT POWER OVER THE SECURITIES OF THE ISSUER DESCRIBED IN THIS SCHEDULE THAT ARE OWNED BY THE FUNDS. ALL SECURITIES REPORTED IN THIS SCHEDULE ARE OWNED BY THE FUNDS. PAULSON DISCLAIMS BENEFICIAL OWNERSHIP OF SUCH SECURITIES.

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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: [ ]

Item 6. Ownership of More than Five Percent on Behalf of Another Person

ALL SECURITIES REPORTED IN THIS SCHEDULE ARE OWNED BY PAULSON'S ADVISORY CLIENTS, NONE OF WHICH TO PAULSON'S KNOWLEDGE OWNS MORE THAN 5% OF THE CLASS. PAULSON ITSELF DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SUCH SECURITIES.

Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

NOT APPLICABLE

Item 8. Identification and Classification of Members of the Group

NOT APPLICABLE

Item 9. Notice of Dissolution of Group

NOT APPLICABLE

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

Date: February 14, 2008 Signature: Stuart L. Merzer Name/Title: Stuart L. Merzer General Counsel & Chief Compliance Officer, Paulson & Co. Inc.

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