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

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(Print or Type Responses)

1. Name and Address of Reporting Person * KOONTZ LILLIS ANN   2. Issuer Name and Ticker or Trading Symbol MOLINA HEALTHCARE INC [MOH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Health Plan Operations (Last) (First) (Middle) 2277 FAIR OAKS BLVD, STE 440 3. Date of Earliest Transaction (Month/Day/Year) 03/21/2006 (Street) SACRAMENTO, CA 95825 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               21,731 (1) D   Common Stock 03/21/2006   M   9,240 A $ 4.5 30,971 D   Common Stock 03/21/2006   S   9,240 D $ 32.2531 (2) 21,731 D

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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

Stock Options (Right to Buy)

$ 25.33

02/10/2005(3)

02/10/2014

Common Stock

15,000

15,000

D

Stock Options (Right to Buy)

$ 4.5

03/21/2006

M

9,240

(4)

12/27/2010

Common Stock

9,240

$ 0

0

D

Stock Options (Right to Buy)

$ 44.29

07/01/2006(5)

07/01/2015

Common Stock

5,000

5,000

D

Stock Option (Right to Buy)

$ 28.66

02/02/2007(6)

02/02/2016

Common Stock

15,000

15,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KOONTZ LILLIS ANN 2277 FAIR OAKS BLVD, STE 440 SACRAMENTO, CA 95825			VP, Health Plan Operations

Signatures

Lillis Ann Koontz, by Jeff D. Barlow, Attorney-in-Fact.		03/22/2006
**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)	5,064 of the shares are fully vested, although 3,500 of such vested shares are subject to a restriction on transfer until August 2, 2007. Of the 16,667 share remainder, 8,333 shares will vest on 9/13/2006 and 8,334 will vest on 9/13/2007.
(2)	Represents the weighted average sales price of four separate sales made on March 21, 2006.
(3)	The options vest one-third on each of 2/10/2005, 2/10/2006, and 2/10/2007.
(4)	The options became fully exercisable upon the closing of the initial public offering of the issuer.
(5)	The options vest one-third on each of 7/1/2006, 7/1/2007, and 7/1/2008.
(6)	The options vest one-third on each of 2/2/2007, 2/2/2008, and 2/2/2009.

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