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^*

Nelson Steven H

(Last)

(First)

(Middle)

ONE FAR MILL CROSSING

(Street)

SHELTON

06484

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2005

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 Health Net of the NE

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	993.21⁽¹⁾	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⁾	08/15/2004⁽³⁾	08/15/2013	Common Stock	30,000	$31.04	D
Option (Right to Buy)⁽²⁾	02/17/2005⁽⁴⁾	02/17/2014	Common Stock	28,000	$28.9	D
Option (Right to Buy)⁽²⁾	06/14/2005⁽⁵⁾	06/14/2014	Common Stock	20,000	$28.83	D
Option (Right to Buy)⁽⁶⁾	02/24/2007⁽⁷⁾	02/24/2014	Common Stock	30,000	$29.2	D

Explanation of Responses:

1. Includes 89.619 shares of common stock in which the Reporting Person has a beneficial ownership interest under the Issuer's 401(k) Savings Plan and 903.591 shares of common stock in which the Reporting Person has a beneficial ownership interest under the Issuer's Employee Stock Purchase Plan.

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. The option is exercisable in 25% increments on each of the first, second, third and fourth anniversary dates of the August 15, 2003 option grant date.

4. 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.

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

6. 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.

7. The option is exercisable as to 50% of the underlying shares of common stock on the second anniversary of the February 24, 2005 option grant date and as to 25% of the underlying shares of common stock on each of the third and fourth annivesary dates of the February 24, 2005 option grant date.

	/s/ Steven H. Nelson	03/14/2005
	** 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.