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* MOLINA JOHN C (Last) (First) (Middle) MOLINA HEALTHCARE, INC. 2277 FAIR OAKS BOULEVARD, SUITE 440 (Street) SACRAMENTO CA 95825-0001 (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) X Director X 10% Owner X Officer (give title below) X Other (specify below) CFO/Trustee / Settlor-Molina Siblings Trust
	3. Date of Earliest Transaction (Month/Day/Year) 03/20/2009
	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	03/20/2009		S(1)		20,217	D	$19.8457(2)	615,291	D
Common Stock								2,468,835	I	Trustee of Family Trust(3)
Common Stock								38,636(4)	D(5)
Common Stock								16,489	I	Trustee of Famioly Trust(6)
Common Stock								13,808	I	Trustee of Family Trust(7)
Common Stock								38,806	I	Trustee of Family Trust(8)
Common Stock								50,394	I	Trustee of Family Trust(9)

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)	$31.32							03/01/2008(10)	03/01/2017	Common Stock	36,000		36,000	D

Explanation of Responses:

1. Sale pursuant to the Rule 10b5-1 Trading Plan of the Reporting Person.

2. Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transaction was $19.67 to $20.14. The Reporting Person undertakes to pr ovide full information about the transaction to the Commissioner upon request.

3. 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.

4. 15,600 of the shares were granted under the Issuer's 2002 Equity Incentive Plan on 3/1/2008. 3,900 of such shares vested on 3/1/2009, and the balance vest in one-third increments on 3/1/2010, 3/1/2011 and 3/1/2012. 15,600 of the shares were granted under the Issuer's 2002 Equity Incentive Plan on 3/1/2009 and vest in one-quarter increments on 3/1/2010, 3/1/2011, 3/1/2012 and 3/1/2013.

5. The shares are owned by Mr. Molina and his spouse as community property.

6. The shares are owned by the JCM GRAT 607/5, of which Mr. Molina is a beneficiary.

7. The shares are owned by the JCM GRAT 607/2, of which Mr. Molina is a beneficiary.

8. The shares are owned by the John C. Molina Remainder Trust I, of which Mr. Molina is the trustee and beneficiary.

9. 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.

10. The options vest in one-fourth increments on each of 3/1/2008, 3/1/2009, 3/1/2010 and 3/1/2011.

Remarks:

	/s/ John C. Molina, by Karen Calhoun, Attorney-in-Fact	03/23/2009
	** 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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