SEC FORM 4

SEC Form 4

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^*

SANDERS ELIZABETH A

(Last)

(First)

(Middle)

1 WELLPOINT WAY

(Street)

THOUSAND OAKS

91362

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLPOINT HEALTH NETWORKS INC /DE/ [ WLP:NYSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2004		D⁽¹⁾		30,888	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	$0	11/30/2004		D⁽²⁾			3,200	⁽³⁾	⁽⁴⁾	Common Stock	3,200	$0	0	D
Stock Option (right to buy)	$63.5	11/30/2004		D⁽⁵⁾			4,000	02/07/2005	02/06/2012	Common Stock	4,000	$0	30,612	D
Stock Option (right to buy)	$68.33	11/30/2004		D⁽⁵⁾			4,000	02/05/2006	02/05/2013	Common Stock	4,000	$0	26,612	D
Stock Option (right to buy)	$98.18	11/30/2004		D⁽⁵⁾			3,144	⁽⁶⁾	02/01/2011	Common Stock	3,144	$0	23,468	D
Stock Option (right to buy)	$98.18	11/30/2004		D⁽⁵⁾			4,454	⁽⁶⁾	02/05/2013	Common Stock	4,454	$0	19,014	D
Stock Option (right to buy)	$98.18	11/30/2004		D⁽⁵⁾			4,139	⁽⁶⁾	02/07/2012	Common Stock	4,139	$0	14,875	D
Stock Option (right to buy)	$98.18	11/30/2004		D⁽⁵⁾			1,965	⁽⁶⁾	01/31/2011	Common Stock	1,965	$0	12,910	D
Stock Option (right to buy)	$98.18	11/30/2004		D⁽⁵⁾			2,171	⁽⁶⁾	06/29/2009	Common Stock	2,171	$0	10,739	D
Stock Option (right to buy)	$101.75	11/30/2004		D⁽⁵⁾			4,000	01/26/2007	01/26/2014	Common Stock	4,000	$0	6,739	D
Stock Option (right to buy)	$108.77	11/30/2004		D⁽⁵⁾			1,160	⁽⁶⁾	03/01/2009	Common Stock	1,160	$0	5,579	D
Stock Option (right to buy)	$108.77	11/30/2004		D⁽⁵⁾			114	⁽⁶⁾	06/30/2008	Common Stock	114	$0	5,465	D
Stock Option (right to buy)	$108.77	11/30/2004		D⁽⁵⁾			4,208	⁽⁶⁾	06/29/2009	Common Stock	4,208	$0	1,257	D
Stock Option (right to buy)	$108.77	11/30/2004		D⁽⁵⁾			1,257	⁽⁶⁾	02/10/2010	Common Stock	1,257	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to an Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc. and Anthem Holding Corp. for one share of Anthem, Inc. common stock and $23.80 cash for each share of Issuer common stock.

2. Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc. and Anthem Holding Corp. for the right to receive on a deferred basis shares of Anthem, Inc. common stock in accordance with the same exchange ratio in effect for the assumption of stock options under such Agreement and Plan of Merger.

3. Each deferred stock unit represents the right to receive, on a deferred basis, one share of Issuer's common stock to be issued under the Issuer's 1999 Stock Incentive Plan upon the expiration of the deferral period. The deferred stock units will be issued in five equal annual installments beginning January 2, 2005.

4. The deferred stock units have no specified expiration date.

5. Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc., Anthem Holding Corp. in connection with the assumptions of such option by Anthem, Inc. and its resulting conversion into an option to acquire shares of Anthem, Inc. common stock at an adjusted exercise price per share, all in accordance with the option exchange ratio set forth in such Agreement and Plan of Merger.

6. The options are fully vested as of the Transaction Date.

Remarks:

	/s/ Monica M. Chizzo - Attorney-in-fact	12/03/2004
	** 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).
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