SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lynch Stephen

(Last)

(First)

(Middle)

21650 OXNARD STREET

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2005

3. Issuer Name and Ticker or Trading Symbol
HEALTH NET INC [ HNT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President Regional Health Plan

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	25,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Buy)⁽²⁾	08/03/2002⁽⁴⁾	08/03/2011	Common Stock	23,000	$17.47	D
Option (Right to Buy)⁽²⁾	08/12/2003⁽⁵⁾	08/12/2012	Common Stock	20,000	$22.64	D
Option (Right to Buy)⁽²⁾	02/20/2004⁽⁶⁾	02/20/2013	Common Stock	24,000	$24.06	D
Option (Right to Buy)⁽²⁾	02/17/2005⁽⁷⁾	02/17/2014	Common Stock	24,000	$28.9	D
Option (Right to Buy)⁽²⁾	06/18/2005⁽⁸⁾	06/18/2014	Common Stock	20,000	$25.42	D
Option (Right to Buy)⁽³⁾	12/14/2005⁽⁹⁾	12/14/2014	Common Stock	20,000	$29.44	D
Option (Right to Buy)⁽³⁾	01/03/2006⁽¹⁰⁾	01/03/2015	Common Stock	50,000	$28.24	D

Explanation of Responses:

1. Restricted Shares granted to the Reporting Person on January 3, 2005 under the Issuer's 1997 Stock Option Plan, which shares vest and become non-forfeitable under the circumstances described in the Restricted Stock Agreement entered into between the Issuer and the Reporting Person on January 3, 2005.

2. Option (Right to Buy) granted to the Reporting Person under the Issuer's 1998 Stock Option Plan in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

3. Option (Right to Buy) granted to the Reporting Person under the Issuer's 2002 Stock Option Plan in a transaction exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

4. The option is exercisable in 33 1/3% increments on each of the first, second and third anniversary dates of the August 3, 2001 option grant date.

5. The option is exercisable in 33 1/3% increments on each of the first, second and third anniversary dates of the August 12, 2002 option grant date.

6. The option is exercisable in 25% increments on each of the first, second, third and fourth anniversary dates of the February 20, 2003 option grant date.

7. The option is exercisable in 25% increments on each of the first, second, third and fourth anniversary dates of the February 17, 2004 option grant date.

8. The option is exercisable in 25% increments on each of the first, second, third and fourth anniversary dates of the June 18, 2004 option grant date.

9. The option is exercisable in 25% increments on each of the first, second, third and fourth anniversary dates of the December 14, 2004 option grant date.

10. The option is exercisable in 25% increments on each of the first, second, third and fourth anniversary dates of the January 3, 2005 option grant date.

	/s/ Stephen Lynch	02/10/2005
	** 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 5 (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.