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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MOLINA J MARIO MD 		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                      _____ 10% Owner
__ X __ Officer (give title below)      __ X __ Other (specify below)
President & CEO / Settlor-Molina Siblings Trust
(Last)          (First)          (Middle)

300 UNIVERSITY AVE., SUITE 100 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/19/2015
(Street)

SACRAMENTO, CA 95825
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/19/2015     S    10000   D $60.8699   (1) 18920   (2) I   Trust   (3)
Common Stock   2/19/2015     S    10000   D $60.8694   (4) 18920   (2) I   Trust   (5)
Common Stock   2/19/2015     S    10000   D $60.8692   (6) 18920   (2) I   Trust   (7)
Common Stock                  28920   (2) I   Trust   (8)
Common Stock                  1362   I   Trust   (9)
Common Stock                  1362   I   Trust   (10)
Common Stock                  1361   I   Trust   (11)
Common Stock                  1361   I   Trust   (12)
Common Stock                  744920   I   Trust   (13)
Common Stock                  155976   I   Trust   (14)
Common Stock                  268942   (15) (16) D    
Common Stock                  22750   I   Manager of limited liability company   (17)
Common Stock                  86764   I   Trust   (18)
Common Stock                  25082   I   Trust   (19)
Common Stock                  159996   I   Trust   (20)
Common Stock                  83087   I   Trust   (21)
Common Stock                  83087   I   Trust   (22)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $20.88                      (23) 3/1/2017   Common Stock   54000     54000   D    

Explanation of Responses:
( 1)  Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.54 to $61.28. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
( 2)  Previously reported in error as owned by the 2008 trust for the same beneficiary.
( 3)  The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003.
( 4)  Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.51 to $61.27. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
( 5)  The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003.
( 6)  Represents the weighted average sale price of all sales on the Transaction Date. The range of prices for the transactions was $60.54 to $61.24. The Reporting Person undertakes to provide full information about the transactions to the Commission upon request.
( 7)  The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003.
( 8)  The shares are owned by Dr. Molina, as trustee of the Carly A.F. Fox Trust No. 2 dated 5/14/2003.
( 9)  The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for David M.F. Molina dated 12/3/2008.
( 10)  The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Mary Clare F. Molina dated 12/3/2008.
( 11)  The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Colleen A.F. Fox dated 12/3/2008.
( 12)  The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carly F. Fox dated 12/3/2008.
( 13)  The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
( 14)  The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
( 15)  46,715 shares shall vest upon the Company achieving total revenue in any of the 2013, 2014, or 2015 fiscal years equal to or greater than $12 billion; 15,572 shares vest on March 1, 2015; and 15,572 shares vest on March 1, 2016.
( 16)  57,325 of such shares vest in one-third increments on each of March 1, 2015, March 1, 2016 and March 1, 2017. 19,108 of such shares vest upon the Company achieving three-year Total Stockholder Return (TSR) as determined by ISS calculations that is greater than the median TSR achieved by the Company's ISS peer group for the three-year period ending December 31, 2016. 19,108 of such shares vest on March 1, 2015 contingent upon the Company achieving a one-year TSR as determined by ISS calculations for fiscal year 2014 that is greater than the average TSR achieved by Centene Corporation and WellCare Group for their fiscal year ending December 31, 2014. 47,771 of such shares vest upon the Company achieving a three-year EBITDA margin percentage for the three-year period ending December 31, 2016 equal to or greater than 4.0%. 47,771 of such shares vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016.
( 17)  The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager.
( 18)  The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
( 19)  The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.
( 20)  The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.
( 21)  The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.
( 22)  The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.
( 23)  The options are fully vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOLINA J MARIO MD
300 UNIVERSITY AVE., SUITE 100
SACRAMENTO, CA 95825 		X
President & CEO Settlor-Molina Siblings Trust

Signatures
/s/ Joseph M. Molina, M.D., by Karen Calhoun, Attorney-in-Fact 2/23/2015
** Signature of Reporting Person Date


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 control number.
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