Sec Form 4 Filing - BRACCIODIETA WILLIAM @ MOLINA HEALTHCARE INC - 2007-02-16

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BRACCIODIETA WILLIAM 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) Former Chief Medical Officer (Last) (First) (Middle) C/O MOLINA HEALTHCARE, INC., 2277 FAIR OAKS BOULEVARD, SUITE 440 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2007 (Street) SACRAMENTO, CA95825 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/16/2007 S 5,029 D $ 31.126 ( 1 ) 7,971 D Common Stock 02/16/2007 F 2,971 D $ 39.2 ( 2 ) 5,000 ( 3 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 28.66 02/02/2007 05/04/2007( 4 ) Common Stock 7,000 ( 5 ) 7,000 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRACCIODIETA WILLIAM C/O MOLINA HEALTHCARE, INC. 2277 FAIR OAKS BOULEVARD, SUITE 440 SACRAMENTO, CA95825 Former Chief Medical Officer Signatures William Bracciodieta, M.D., by Jeff D. Barlow, Attorney-in-Fact. 02/21/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted average sale price with respect to 13 sales on 2/16/2007. ( 2 )Represents the payment of tax liability using the closing price as of the date of the reporting person's resignation. ( 3 )The 5,000 shares are vested, but subject to a restriction on transfer until August 2, 2007. The shares were originally granted pursuant to Rule 16b-3(d) under the issuer's 2002 Equity Incentive Plan, and as a result of the reporting person's resignation any subsequent disposition is exempt from reporting under Rule 16a-2. ( 4 )Pursuant to the terms of the issuer's 2002 Equity Incentive Plan, the expiration date is three months after the date of resignation of the reporting person. ( 5 )14,000 of the unvested options previously held by the reporting person lapsed as a result of his resignation. ( 6 )The options were originally granted pursuant to Rule 16b-3(d) under the issuer's 2002 Equity Incentive Plan, and as a result of the reporting person's resignation any subsequent disposition is exempt from reporting under Rule 16a-2.

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.