<SEC-DOCUMENT>0001179929-17-000031.txt : 20170118
<SEC-HEADER>0001179929-17-000031.hdr.sgml : 20170118
<ACCEPTANCE-DATETIME>20170118182110
ACCESSION NUMBER:		0001179929-17-000031
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20170116
FILED AS OF DATE:		20170118
DATE AS OF CHANGE:		20170118

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MOLINA HEALTHCARE INC
		CENTRAL INDEX KEY:			0001179929
		STANDARD INDUSTRIAL CLASSIFICATION:	HOSPITAL & MEDICAL SERVICE PLANS [6324]
		IRS NUMBER:				134204626
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		200 OCEANGATE, SUITE 100
		CITY:			LONG BEACH
		STATE:			CA
		ZIP:			90802
		BUSINESS PHONE:		5624353666

	MAIL ADDRESS:	
		STREET 1:		200 OCEANGATE, SUITE 100
		CITY:			LONG BEACH
		STATE:			CA
		ZIP:			90802

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			WHITE JOSEPH W CPA
		CENTRAL INDEX KEY:			0001246756

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31719
		FILM NUMBER:		17534392

	MAIL ADDRESS:	
		STREET 1:		C/O MOLINA HEALTHCARE, INC.
		STREET 2:		ONE GOLDEN SHORE DRIVE
		CITY:			LONG BEACH
		STATE:			CA
		ZIP:			90802
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>wf-form4_148478165648727.xml
<DESCRIPTION>FORM 4
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0306</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2017-01-16</periodOfReport>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0001179929</issuerCik>
        <issuerName>MOLINA HEALTHCARE INC</issuerName>
        <issuerTradingSymbol>MOH</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001246756</rptOwnerCik>
            <rptOwnerName>WHITE JOSEPH W CPA</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>300 UNIVERSITY AVENUE, SUITE 100</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>SACRAMENTO</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>95825</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Accounting Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <transactionDate>
                <value>2017-01-16</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>F</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
                <footnoteId id="F1"/>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>1101</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>58.47</value>
                    <footnoteId id="F2"/>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>D</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>101181</value>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                    <footnoteId id="F5"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
    </nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes>
        <footnote id="F1">The shares were withheld for payment of taxes with respect to vesting of 2,654 shares on January 16, 2017, upon the Company achieving a 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.</footnote>
        <footnote id="F2">Represents the closing price of the Issuer's common stock on January 13, 2017.</footnote>
        <footnote id="F3">The shares vest as follows: (i) 4,317 shares shall vest based on the Company's 2016 after tax profit margin; (ii) 4,317 shares shall vest based on the Company's 2017 after tax profit margin; (iii) 4,317 shares shall vest based on the Company's 2018 after tax profit margin; (iv) 4,317 shares shall vest based upon the Company's 2016 STARS ratings; (v) 4,317 shares shall vest based upon the Company's 2017 STARS ratings; (vi)  8,635 shares shall vest upon the Company's achievement of certain business development targets; and (vii) 12,954 shares shall vest in one-third increments, on each of March 7, 2017, March 7, 2018, and March 7, 2019; (viii) 2,262 shares shall vest based on the Company's fiscal year 2016 annual premium revenue achievement; (ix) 2,262 shares shall vest based on the Company's fiscal year 2016 net profit margin achievement; continued</footnote>
        <footnote id="F4">(x) 2,262 shares shall vest based on the Company's pre-tax income in fiscal year 2016; (xi) 2,262 shares shall vest based on the Company's 2017 annual premium revenue achievement; (xii) 2,262 shares shall vest based on the Company's 2017 net profit margin achievement; (xiii) 2,262 shares shall vest based on pre-tax income in fiscal year 2017; (xiv) 2,262 shares shall vest upon the Company's achieving a three-year Total Stockholder Return (TSR) for the three-year period ending December 31, 2017 as determined by ISS calculations that is greater than the median TSR achieved by the Company's 2015 ISS peer group; (xv) 4,525 shares shall vest one half on each of April 1, 2017, and April 1, 2018, continued</footnote>
        <footnote id="F5">(xvi) 6,635 shares shall 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%; (xvii) 6,635 shares shall vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016; and (xiii) 2,654 shares vest on March 1, 2017.  The remainder of the shares are vested.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>Jeff D. Barlow, by power of attorney for Joseph W. White.</signatureName>
        <signatureDate>2017-01-18</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>white.txt
<DESCRIPTION>LIMITED POWER OF ATTORNEY
<TEXT>
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

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 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.

The undersigned hereby revokes the Limited Power of Attorney
granted to Jeff D. Barlow and Mark L. Andrews on July 2, 2004.

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 16th day of February, 2011.



/s/ Joseph W. White
Signature

Joseph W. White, CPA
Printed Name


Exhibit 24.1
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
