Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ANDREWS MARK L ESQ
   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
(Last)
(First)
(Middle)
2277 FAIR OAKS BOULEVARD, SUITE 440		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2009
(Street)

SACRAMENTO, CA 95825		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/01/2009   A(1)   13,600 A $ 0 62,400 (2) D  
Common Stock 03/01/2009   F   1,751 D $ 18.73 (3) 60,649 D  

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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 Underlying Securities
(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 of Derivative Security: 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               (4) 02/10/2014 Common Stock 30,000   30,000 D  
Stock Option (Right to Buy) $ 44.29               (4) 07/01/2015 Common Stock 12,000   12,000 D  
Stock Option (Right to Buy) $ 28.66             02/02/2007(4) 02/02/2016 Common Stock 21,000   21,000 D  
Stock Option (Right to Buy) $ 31.32             03/01/2008(5) 03/01/2017 Common Stock 11,000   11,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ANDREWS MARK L ESQ
2277 FAIR OAKS BOULEVARD, SUITE 440
SACRAMENTO, CA 95825		       Chief Legal Officer  

Signatures

 Mark L. Andrews   03/03/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Annual grant of restricted shares under the issuer's 2002 Equity Incentive Plan. The shares vest in one-quarter increments on each of 3/1/2010, 3/1/2011, 3/1/2012 and 3/1/2013.
(2) In addition to the shares vesting as noted above, increments of 1,000 shares vest on each of 7/1/2009 and 7/1/2010; increments of 1,387 shares vest on each of 3/1/10 and 3/1/11; and increments of 3,175 shares vest on each of 3/1/2010, 3/1/2011, and 3/1/2012. The remainder of the shares are vested.
(3) Represents the closing sale price of our common stock on Friday, February 27, 2009. In connection with the vesting of 4,563 shares of restricted stock on 3/1/09, the reporting person surrendered 1,751 shares in payment of the taxes associated with the vested shares.
(4) The options are vested and exercisable.
(5) 5,500 of the options are vested. Increments of 2,750 options vest on each of 3/1/10 and 3/1/11.

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