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Form 4 MOLINA HEALTHCARE INC For: Jul 01 Filed by: Nichols Norman

July 2, 2015 7:23 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Nichols Norman

(Last) (First) (Middle)
300 UNIVERSITY AVENUE
SUITE 100

(Street)
SACRAMENTO CA 95825

(City) (State) (Zip)
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
Officer (give title below) X Other (specify below)
Pres, MMS
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015
4. If Amendment, Date of 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
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 07/01/2015   A (1)   467 A $ 70.3 (2) 42,517 (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 (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 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: 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
Explanation of Responses:
1. The shares were acquired under the Molina Healthcare, Inc. 2011 Employee Stock Purchase Plan.
2. Represents the closing price of the Issuer's common stock on June 30, 2015.
3. The shares shall vest as follows: 9,584 shares on March 1, 2016; 4,897 shares on March 1, 2017 and March 1, 2018; and 1,826 shares on March 1, 2019. Additionally, 1,875 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. The remainder of the shares are vested.
Jeff D. Barlow, by power of attorney for Norman Nichols. 07/02/2015
** 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 Number.
LIMITED POWER OF ATTORNEY FOR SECTION 16(a) FILINGS


Know all by these presents, that the undersigned hereby constitutes
and appoints Jeff D. Barlow and Codruta Catanescu, and each acting 
singly, the undersigned's true and lawful attorney-in-fact to:

1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of Molina
Healthcare, Inc. (the "Company"), Forms 3, 4, and 5 and amendments
thereto in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder and a Form ID, Uniform 
Application for Access Codes to File on Edgar; and

2)  do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form ID, Form 3, 4, or 5 or amendment thereto 
and timely file such form with the United States Securities and Exchange 
Commission (the "SEC") and any stock exchange or similar authority.  


The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in 
serving in such capacity at the request of the undersigned, are not 
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.


This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of and transaction in securities of the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.  This Power of Attorney
may be filed with the SEC as a confirming statement of the authority
granted herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 24th day of January, 2011.



/s/ Norman Nichols
Signature

Norman Nichols 
Printed Name


Exhibit 24.1








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