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 *
FEIN HARVEY A
   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, Internal Auditing
(Last)
(First)
(Middle)
2277 FAIR OAKS BLVD, STE 440		 3. Date of Earliest Transaction (Month/Day/Year)
06/30/2006
(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               6,098 (1) D  
Common Stock 06/30/2006   A(2)   355 A $ 38.05 6,453 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 Options (Right to Buy) $ 2               (3) 09/21/2009 Common Stock 3,000   3,000 D  
Stock Options (Right to Buy) $ 4.5               (4) 12/27/2010 Common Stock 19,520   19,520 D  
Stock Options (Right to Buy) $ 25.33             02/10/2005(5) 02/10/2014 Common Stock 7,500   7,500 D  
Stock Options (Right to Buy) $ 44.29             07/01/2006(6) 07/10/2015 Common Stock 4,500   4,500 D  
Stock Options (Right to Buy) $ 28.66             02/02/2007(7) 02/02/2016 Common Stock 5,418   5,418 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FEIN HARVEY A
2277 FAIR OAKS BLVD, STE 440
SACRAMENTO, CA 95825		       VP, Internal Auditing  

Signatures

 Harvey A. Fein, by Jeff D. Barlow, Attorney-in-Fact.   07/05/2006
**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) 800 of the shares are unvested, vesting in increments of 200 shares on each of 7/1/2007, 7/1/2008, 7/1/2009, and 7/1/2010. In addition, 3,000 of the shares are subject to a restriction on transfer until August 2, 2007.
(2) The shares were acquired under the Molina Healthcare, Inc. 2002 Employee Stock Purchase Plan.
(3) The options became fully exercisable as of 5/1/2002.
(4) The options became fully exercisable upon the closing of the initial public offering of the issuer in July 2003.
(5) The options vest in one-third increments on each of 2/10/2005, 2/10/2006, and 2/10/2007.
(6) The options vest in one-third increments on each of 7/1/2006, 7/1/2007, and 7/1/2008.
(7) The options vest in one-third increments on each of 2/2/2007, 2/2/2008, and 2/2/2009.

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