FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * MOLINA JOHN C   2. Issuer Name and Ticker or Trading Symbol MOLINA HEALTHCARE INC [MOH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) __X__ Other (specify below) Exec. V.P., CFO / Trustee (Last) (First) (Middle) C/O MOLINA HEALTHCARE, INC., ONE GOLDEN SHORE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2005 (Street) LONG BEACH, CA 90802 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/01/2005   J(1)   161,976 D $ 0 0 I Trustee of Family Trust (1) Common Stock               438,831 D   Common Stock               436,244 I Trustee of Family Trust (2) Common Stock               192,303 I Trustee of Family Trust (3) Common Stock               62,933 I Trustee of Family Trust (4) Common Stock               3,356,000 I Trustee of Family Trust (5) Common Stock               50,394 I Trustee of Family Trust (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MOLINA JOHN C C/O MOLINA HEALTHCARE, INC. ONE GOLDEN SHORE DRIVE LONG BEACH, CA 90802	X	X	Exec. V.P., CFO	Trustee

Signatures

/s/ John C. Molina, by Karen Calhoun, Attorney-In-Fact		03/02/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Mr. Molina resigned as trustee of the MRM GRAT 303/2. The current trustee is William Dentino. Mr. Molina and certain immediate family members of Mr. Molina are the beneficiaries.
(2)	The shares are owned by the MRM GRAT 301/3, of which Mr. Molina is the trustee and certain immediate family members of Mr. Molina are the beneficiaries.
(3)	The shares are owned by the John C. Molina Trust (1995), of which Mr. Molina is a co-trustee and beneficiary.
(4)	The shares are owned by the Molina Children's Trust for John C. Molina (1977), of which Mr. Molina is a co-trustee and beneficiary.
(5)	The shares are owned by the Molina Siblings Trust, of which Mr. Molina is the trustee and certain immediate family members of Mr. Molina are the beneficiaries.
(6)	The shares are owned by the M/T Molina Children's Education Trust, of which Mr. Molina is the trustee and certain immediate family members of Mr. Molina are the beneficiaries.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.