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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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) 11/21/2006 (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 11/21/2006   M(1)   5,000 A $ 4.5 15,000 D   Common Stock 11/21/2006   S(1)   5,000 D $ 33.409 (2) 10,000 (3) D

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)

$ 4.5

11/21/2006

M(1)

5,000

07/02/2003(4)

12/01/2011

Common Stock

5,000

$ 0

60,550

D

Stock Option (Right to Buy)

$ 25.33

02/10/2005(5)

02/10/2014

Common Stock

30,000

30,000

D

Stock Option (Right to Buy)

$ 44.29

07/01/2006(6)

07/01/2015

Common Stock

12,000

12,000

D

Stock Option (Right to Buy)

$ 28.66

02/02/2007(7)

02/02/2016

Common Stock

21,000

21,000

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		11/22/2006
**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)	The stock sale and option exercise were made pursuant to the Rule 10b5-1 Trading Plan of the reporting person.
(2)	Represents the weighted average sale price of 6 sales on 11/21/2006.
(3)	4,000 of the shares are unvested, vesting in increments of 1,000 shares on each of 7/1/2007, 7/1/2008, 7/1/2009, and 7/1/2010. 1,000 of the shares are fully vested and freely transferable. 5,000 shares are fully vested, but are subject to a restriction on transfer until 8/2/2007.
(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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