SEC FORM 4 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
 
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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*
BATTISTE JOSEPHINE M

(Last) (First) (Middle)
C/O MOLINA HEALTHCARE, INC.
ONE GOLDEN SHORE DRIVE

(Street)
LONG BEACH CA 90802

(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
Officer (give title below) X Other (specify below)
Settlor-Molina Siblings Trust
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2004
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 12/22/2004 G V 274 A $0 189,757 D
Common Stock 237,303 I See Footnote(1)
Common Stock 125,867 I See Footnote(2)
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
Explanation of Responses:
1. The shares are owned by the Josephine M. Molina Trust (1995), of which Ms. Molina is a co-trustee and beneficiary.
2. The shares are owned by the Molina Children's Trust for Josephine M. Molina (1997), of which Ms. Molina is a co-trustee and beneficiary.
/s/ Josephine M. Molina, by Karen Calhoun, Attorney-in-Fact pursuant to Exhibit 24 hereto 12/23/2004
** 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.
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                                                                      EXHIBIT 24

                            LIMITED POWER OF ATTORNEY
                                       FOR
                              SECTION 16(A) FILINGS
                              ---------------------

     Know all by these presents, that the undersigned hereby constitutes and
appoints Jeff D. Barlow and Karen Calhoun, 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 22nd day of December, 2004.



                                                     /s/ Josephine M. Molina
                                                     Signature

                                                     Josephine M. Molina
                                                     ---------------------------
                                                     Printed Name