Sec Form 4 Filing - BERNADETT MARY MARTHA MD @ MOLINA HEALTHCARE INC - 2008-12-05

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

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1. Name and Address of Reporting Person BERNADETT MARY MARTHA MD 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) X __ Other (specify below) Exec. V.P., Research/Settlor, Molina Siblings Trust (Last) (First) (Middle) MOLINA HEALTHCARE, INC., 2277 FAIR OAKS BOULEVARD, SUITE 440 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2008 (Street) SACRAMENTO, CA95825-0001 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 12/05/2008 J( 1 ) 100,000 D $ 0 ( 1 ) 534,719 ( 2 ) D Common Stock 12/05/2008 J( 1 ) 50,000 A $ 0 ( 1 ) 50,000 I Transfer of Family Trust ( 3 ) Common Stock 12/05/2008 J( 1 ) 50,000 A $ 0 ( 1 ) 50,000 I Transfer of Family Trust ( 4 ) Common Stock 32,155 I Trustee of Family Trust ( 5 ) Common Stock 38,806 I Trustee of Family Trust ( 6 ) Common Stock 32,978 I Trustee of Family Trust ( 7 ) Common Stock 27,616 I Trustee of Family Trust ( 8 ) Common Stock 87,601 I Trustee of Family Trust ( 9 ) Common Stock 14,681 I Trustee of Family Trust ( 10 )

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 Option (Right to Buy) $ 31.32 03/01/2008( 11 ) 03/01/2017 Common Stock 3,000 3,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BERNADETT MARY MARTHA MD MOLINA HEALTHCARE, INC. 2277 FAIR OAKS BOULEVARD, SUITE 440 SACRAMENTO, CA95825-0001 Exec. V.P., Research Settlor, Molina Siblings Trust Signatures /s/ Mary Martha Bernadett, M.D., by Karen Calhoun, Attorney-in-Fact 12/08/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transfer without consideration from Dr. Bernadett to MMB GRAT 1208/2 and MMB GRAT 1208/5. ( 2 )5,600 of the shares granted under the issuer's 2002 Equity Incentive Plan. The shares vest in one-quarter increments on 3/1/2009, 3/1/2010, 3/1/2011, and 3/1/2012. ( 3 )The shares are owned by MMB GRAT 1208/2, which Dr. Bernadett is beneficiary. ( 4 )The sharse are owned by MMB GRAT 1208/5, of which Dr. Bernadett is beneficiary. ( 5 )The shares are owned by ten Exempt Grandchildren Trusts II, of which Dr. Bernadett is the trustee and certain immediate family members of Dr. Bernadett and her siblings are the beneficiaries. ( 6 )The shares are owned by the Mary Martha Bernadett, M.D., Remainder Trust I, of which Dr. Bernadett is trustee and beneficiary. ( 7 )The shares are owned by the MMB GRAT 607/5, of which Dr. Bernadett is a beneficiary and her spouse is trustee. ( 8 )The shares are owned by the MMB GRAT 607/2, of which Dr. Bernadett is a beneficiary and her spouse is trustee. ( 9 )The shares are owned by eleven Exempt Grandchildren Trusts, of which Dr. Bernadett is the trustee and certain immediate family members of Dr. Bernadett and her siblings are the beneficiaries. ( 10 )The shares are owned by the Bernadett Family Trust dated 2/22/2004, of which Dr. Bernadett is co-trustee and co-beneficiary. ( 11 )The options vest in one-fourth increments on 3/1/2008, 3/1/2009, 3/1/2010 and 3/1/2011.

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).

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