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* DINSMORE JENNINGS PATRICIA (Last) (First) (Middle) 2277 FAIR OAKS BLVD., 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) VP Qual. Op. & Integration
	3. Date of Earliest Transaction (Month/Day/Year) 08/17/2004
	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	08/16/2004		X(1)		8,888	A	$4.5	8,888	D
Common Stock	08/16/2004		S(2)		8,888	D	$30.0077	0	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)	$25.33							02/10/2005(3)	02/10/2014	Common Stock	12,500		12,500	D

Explanation of Responses:

1. Exercise pursuant to Rule 10b5-1 trading plan.

2. Sale pursuant to Rule 10b5-1 trading plan.

3. The option vests one-third on each of 2/10/05, 2/10/06, and 2/10/07.

	Patricia Dinsmore Jennings, by Jeff D. Barlow, Attorney-in-Fact.	08/17/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

	LIMITED POWER OF ATTORNEY FOR
	SECTION 16(a) FILINGS

	Know all by these presents, that the undersigned hereby constitutes and appoints Mark L.
Andrews and Jeff D. Barlow, and each acting singly, the undersigned's true and lawful attorney-
in-fact to:

	1)	execute for and on behalf of the undersigned, in the undersigned's capacity as an
	officer, director and/or stockholder of Molina Healthcare, Inc. (the "Company"), Forms 3, 4, and
	5 and amendments thereto in accordance with Section 16(a) of the Securities Exchange
	Act of 1934 and the rules thereunder; and

	2)	do and perform any and all acts for and on behalf of the undersigned which may be
	necessary or desirable to complete and execute any such Form 3, 4, or 5 or amendment
	thereto and timely file such form with the United States Securities and Exchange
	Commission (the "SEC") and any stock exchange or similar authority.

	The undersigned hereby grants to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transaction in securities of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.  This Power of Attorney may be filed with
the SEC as a confirming statement of the authority granted herein.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of August, 2004.



	_______________________________
	Signature

	Patricia Dinsmore Jennings
	Printed Name



Exhibit 24.1