SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ZARZA-GARRIDO JOANN (Last) (First) (Middle) 2277 FAIR OAKS BOULEVARD, SUITE 440 (Street) SACRAMENTO CA 95825 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2004	3. Issuer Name and Ticker or Trading Symbol MOLINA HEALTHCARE INC [ MOH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CEO of Molina of California	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	474	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	Joann Zarza-Garrido, by Jeff D. Barlow, Attorney-in-Fact.	09/03/2004
	** 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 5 (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.
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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 ID, 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 ID, 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 ID, 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 18th day of August, 2004.



/s/ Joann Zarza-Garrido
Signature

Joann Zarza-Garrido
Printed Name


Exhibit 24.1