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 *
MOLINA JOHN C
  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 Siblings Trust
(Last)
(First)
(Middle)
300 UNIVERSITY AVE., SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
04/07/2011
(Street)

SACRAMENTO, CA 95825
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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
CommonStock 04/07/2011   S(1)   15,000 D $ 39.4812 (2) 1,488,227 I Trustee of Family Trust (3)
Common Stock               122,081 (4) D (5)  
Common Stock               525,091 D  
Common Stock               54,877 I Trustee of Family Trust (6)
Common Stock               50,394 I Trustee of Family Trust (7)
Common Stock               6,226 I Trustee of Family Trust (8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 31.32             03/01/2008(9) 03/01/2017 Common Stock 36,000   36,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MOLINA JOHN C
300 UNIVERSITY AVE., SUITE 100
SACRAMENTO, CA 95825
  X   X   CFO Trustee/Settlor Siblings Trust
MOLINA SIBLINGS TRUST
741 ATLANTIC AVENUE
LONG BEACH, CA 90813
    X    

Signatures

 John C. Molina, by Karen I. Calhoun, Attorney-in-Fact   04/08/2011
**Signature of Reporting Person Date

 John C. Molina, Trustee of the Molina Siblings Trust, by Karen Calhoun, Attorney-In-Fact   04/08/2011
**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) 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 $39.02 to $39.88. The Reporting Person undertakes to provide full information about the transactions to the Commission 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 each of 3/1/2009, 3/1/2010 and 3/1/2011, and the balance vest on 3/1/2012. 15,600 of the shares were granted under the Issuer's 2002 Equity Incentive Plan on 3/1/2009. 3,900 of such shares vested on each of 3/1/2010 and 3/1/2011, and the balance vest in one-half increments on 3/1/2012 and 3/1/2013. 15,600 of the shares were granted under the Issuer's 2002 Equity Incentive Plan on 3/1/2010. 3,900 of such shares vested on 3/1/2011, and the balance vest in one-third increments on 3/1/2012, 3/1/2013 and 3/1/2014. 75,000 of the shares were granted under the Issuer's 2002 Equity Incentive Plan on 3/1/2011. Such shares vest on 3/1/2012 provided the Issuer meets specified operating revenue for 2011 and the Reporting Person continues to be employed by the Issuer on such date.
(5) The shares are owned by Mr. Molina and his spouse as community property.
(6) The shares are owned by the John C. Molina Separate Property Trust, of which Mr. Molina is the trustee and beneficiary.
(7) 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 benficiaries.
(8) The shares are owned by the JCM GRAT 607/5, of which Mr. Molina is a beneficiary.
(9) The options vested in one-fourth increments on each of 3/1/2008, 3/1/2009, 3/1/2010 and 3/1/2011.

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