SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ANDREWS MARK L ESQ (Last) (First) (Middle) 2277 FAIR OAKS BOULEVARD, SUITE 440 (Street) SACRAMENTO CA 95825 (City) (State) (Zip)	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 Legal Officer
	3. Date of Earliest Transaction (Month/Day/Year) 11/13/2006
	4. If Amendment, Date of 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

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	11/13/2006		M(1)		3,550	A	$2	13,550	D
Common Stock	11/13/2006		M(1)		1,450	A	$4.5	15,000	D
Common Stock	11/13/2006		S(1)		5,000	D	$33.7462(2)	10,000(3)	D

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 Securities Underlying Derivative Security (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: 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 Option (Right to Buy)	$2	11/13/2006		M(1)			3,550	05/01/2001	12/07/2008	Common Stock	3,550	$0	0	D
Stock Option (Right to Buy)	$4.5	11/13/2006		M(1)			1,450	07/02/2003(4)	12/01/2011	Common Stock	1,450	$0	70,550	D
Stock Option (Right to Buy)	$25.33							02/10/2005(5)	02/10/2014	Common Stock	30,000		30,000	D
Stock Option (Right to Buy)	$44.29							07/01/2006(6)	07/01/2015	Common Stock	12,000		12,000	D
Stock Option (Right to Buy)	$28.66							02/02/2007(7)	02/02/2016	Common Stock	21,000		21,000	D

Explanation of Responses:

1. The option exercises and stock sales were made pursuant to the Rule 10b5-1 Trading Plan of the reporting person.

2. Represents the weighted average sale price of 6 sales on 11/13/2006.

3. 4,000 of the shares are unvested, vesting in increments of 1,000 shares on each of 7/1/2007, 7/1/2008, 7/1/2009, and 7/1/2010. 1,000 of the shares are fully vested and freely transferable. 5,000 shares are fully vested, but are subject to a restriction on transfer until 8/2/2007.

4. The options became fully exercisable upon the closing of the initial public offering of the issuer in July 2003.

5. The options vest in one-third increments on each of 2/10/2005, 2/10/2006, and 2/10/2007.

6. The options vest in one-third increments on each of 7/1/2006, 7/1/2007, and 7/1/2008.

7. The options vest in one-third increments on each of 2/2/2007, 2/2/2008, and 2/2/2009.

	Mark L. Andrews	11/15/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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