Ownership Submission
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 *
HOWATT JAMES W
   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)
Chief Medical Officer
(Last)
(First)
(Middle)
2277 FAIR OAKS BOULEVARD, SUITE 440		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2009
(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 03/01/2009   A(1)   12,200 A $ 0 29,517 (2) D  
Common Stock 03/01/2009   F   1,431 D $ 18.73 (3) 28,086 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 Purchase) $ 29.77               (4) 02/09/2016 Common Stock 3,350   3,350 D  
Stock Options (Right to Purchase) $ 31.32             03/01/2008(5) 03/01/2017 Common Stock 2,000   2,000 D  
Stock Options (Right to Purchase) $ 32.01             05/29/2008(6) 05/29/2017 Common Stock 9,000   9,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOWATT JAMES W
2277 FAIR OAKS BOULEVARD, SUITE 440
SACRAMENTO, CA 95825		       Chief Medical Officer  

Signatures

 Jeff D. Barlow, by power of attorney for James W. Howatt.   03/03/2009
**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) Annual grant of restricted shares under the Molina Healthcare, Inc. 2002 Equity Incentive Plan. The shares vest in one-quarter increments on each of 3/1/2010, 3/1/2011, 3/1/2012, and 3/1/2013.
(2) In addition to the shares vesting as noted above, increments of 762 shares vest on each of 5/29/2009, 5/29/2010, and 5/29/2011; increments of 625 shares vest on each of 3/1/2010 and 3/1/2011; and increments of 3,050 shares vest on each of 3/1/2010, 3/1/2011, and 3/1/2012. The remainder of the shares are vested.
(3) Represents the closing sale price of our common stock on Friday, February 27, 2009. In connection with the vesting of 3,675 shares on 3/1/09, the reporting person surrendered 1,431 shares in payment of the taxes associated with the vested shares.
(4) The options are fully vested.
(5) 1,000 of the options are vested; increments of 500 options vest on each of 3/1/2010 and 3/1/2011.
(6) 2,250 of the options are vested; increments of 2,250 options vest on each of 5/29/2009, 5/29/2010, and 5/29/2011.

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