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

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                HEALTH NET, INC.
             (Exact name of registrant as specified in its charter)


                Delaware                                   95-4288333
(State of incorporation or organization)   (I.R.S. Employer Identification No.)


      21650 Oxnard Street, Woodland Hills, CA                 91367
     (Address of principal executive offices)               (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

       Title of each class                      Name of each exchange on which
       to be so registered                      each class is to be registered

Preferred Stock Purchase Rights                    New York Stock Exchange


If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c), check the following box. |X|

If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|

Securities Act registration statement file number to which this form relates:
________ (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None (Title of
Class)




Item 1. Description of Registrant's Securities to be Registered.

     On July 27, 2006 the Board of Directors of Health Net, Inc. (the "Company"
or "Registrant") approved the extension of the benefits afforded by the
Company's existing shareholder rights agreement with Wells Fargo Bank, N.A. (the
"Rights Agent"), which will expire at the close of business (as defined therein)
on July 31, 2006 (the "Current Rights Agreement"), by adopting a new shareholder
rights agreement with the Rights Agent, dated as of July 27, 2006 (the "New
Rights Agreement").

     In connection with the New Rights Agreement, on July 27, 2006, the Board
of Directors of the Registrant declared a dividend distribution of one right (a
"Right") for each outstanding share of the Registrant's Common Stock, $0.001
par value per share (the "Common Stock"), to stockholders of record at the
close of business on August 7, 2006 (the "Record Date"). The Board of Directors
of the Registrant also authorized the issuance of one Right for each share of
Common Stock issued after the Record Date and prior to the earliest of the
Distribution Date (as defined below), the redemption of the Rights and the
expiration of the Rights and, in certain circumstances, after the Distribution
Date. Except as set forth below and subject to adjustment as provided in the
New Rights Agreement, each Right entitles the registered holder to purchase
from the Registrant one one-thousandth (1/1000th) of a share of Series A Junior
Participating Preferred Stock, par value $0.001 per share (the "Preferred
Stock"), at a purchase price of $170.00 per Right (the "Purchase Price"). The
terms of the Rights are set forth in the New Rights Agreement.

     Upon payment of the dividend at the close of business on the Record Date,
the Rights will be attached to all Common Stock certificates representing shares
then outstanding, and no separate Rights Certificates (as defined below) will be
distributed. The Rights will separate from the Common Stock upon the earliest of
(i) 10 days following a public announcement that a person or group (an
"Acquiring Person"), together with persons affiliated or associated with it, has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding shares of Common Stock (the "Stock Acquisition Date"), (ii)
10 business days (or such later date as the Board of Directors of the Company
shall determine) following the commencement of a tender offer or exchange offer
that would result in a person or group becoming an Acquiring Person, in either
instance other than pursuant to a Qualifying Offer (as defined below), or (iii)
10 business days following a determination by the Board of Directors of the
Company that a person (an "Adverse Person"), alone or together with its
affiliates and associates, has become the beneficial owner of more than 10% of
the Common Stock and that (a) such beneficial ownership is intended to cause the
Company to repurchase the Common Stock beneficially owned by such person or to
cause pressure on the Company to take action or enter into transactions intended
to provide such person with short-term financial gain under circumstances where
the Board of Directors of the Company determines that the best long-term
interests of the Company would not be served by taking such action or entering
into such transactions at the time, or (b) such beneficial ownership is causing
or reasonably likely to cause a material adverse impact on the business or
prospects of the Company; provided, however, that the Board of Directors of the
Company shall not declare any person to be an Adverse Person if such person has
reported or is required to report its ownership of Common Stock on Schedule 13G
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
on Schedule 13D under the Exchange Act which Schedule 13D does not state any
intention to, or reserve the right to, control or influence the Company or
engage in certain other actions, so long as such person neither reports nor is
required to report such ownership other than as described in this proviso (the
earliest of such dates being called the "Distribution Date"). Notwithstanding
the foregoing, a Passive Institutional Investor (as defined in the New Rights
Agreement) may be or become the beneficial owner of Common Stock representing
less than 20% of the shares of Common Stock then outstanding without becoming an
Acquiring Person, as long as the Passive Institutional Investor continues to
meet the definition of such term as set forth in the New Rights Agreement.
Generally, a Passive Institutional Investor is defined as a person who or which,
as of March 14, 2001, was the beneficial owner of shares of Common Stock
representing 15% or more of the shares of Common Stock then outstanding and had
a Schedule 13G on file with the Securities and Exchange Commission with respect
to such beneficial ownership, so long as such person is an institutional
investor that acquired the Common Stock in the ordinary course of its business,
that is not required to (and does not) report its beneficial ownership on a
Schedule 13D under the Exchange Act and that meets certain other criteria
relating to such institutional investor's not having a purpose to control or
influence the management or policies of the Company. In addition, excluded from
the definition of Acquiring Person is (1) any person who becomes the beneficial
owner of 15% or more (or, in the case of a Passive Institutional Investor, 20%
or more) of the outstanding Common Stock solely by reason of purchases of Common
Stock by the Company or any of its subsidiaries or employee benefit plans or
receipt of newly-issued Common Stock directly from the Company provided such
person does not thereafter acquire additional shares of Common Stock and (2) any
person that reports or is required to report on a specified basis beneficial
ownership of less than 25% of the outstanding Common Stock and, within 10
business days after the Company requests, certifies that such person acquired
shares of the Common Stock in excess of 14.9% (or, if such person is a Passive
Institutional Investor, 19.9%) of the outstanding Common Stock inadvertently or
without knowledge of the terms of the Rights and together with such person's
affiliates and associates thereafter does not acquire additional shares of
Common Stock while the beneficial owner of 15% or more (or, in the case of a
Passive Institutional Investor, 20% or more) of the outstanding Common Stock.

     Until the Distribution Date (or earlier redemption or expiration of the
Rights), (i) the Rights will be transferred with and only with the Common Stock
(except in connection with the redemption of the Rights), (ii) Common Stock
certificates issued after the Record Date upon transfer, replacement or new
issuance of Common Stock will contain a notation incorporating the New Rights
Agreement by reference and (iii) the surrender for transfer of any certificates
for Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. Pursuant to
the New Rights Agreement, the Company reserves the right to require prior to the
occurrence of a Triggering Event (as defined below) that, upon any exercise of
Rights, a number of Rights be exercised so that only whole shares of Preferred
Stock would be issued.

     The Rights will become first exercisable on the Distribution Date and will
expire at the close of business on July 31, 2016, unless such date is extended
(such date, as so extended, if applicable, the "Final Expiration Date") or the
Rights are earlier redeemed or exchanged by the Company as described below (the
date of the earliest to occur of any of the foregoing, including the Final
Expiration Date, the "Expiration Date"). Notwithstanding the foregoing, the
Rights will not be exercisable after the occurrence of a Triggering Event (as
defined below) until the Company's right of redemption has expired.

     As soon as practicable after the Distribution Date, separate certificates
evidencing the Rights (the "Rights Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution Date
and, thereafter, such separate Rights Certificates alone will evidence the
Rights. Except for shares of Common Stock issued or sold after the Distribution
Date pursuant to the exercise of stock options or under any employee benefit
plan or arrangement granted or awarded prior to the Distribution Date, or the
exercise, conversion or exchange of securities issued by the Company, and except
as otherwise determined by the Board of Directors of the Company, only shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.

     In the event that any person shall become (a) an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock that at least a
majority of the independent directors of the Company determine, after receiving
advice from one or more investment banking firms, to be fair to the Company's
stockholders and not inadequate and to be otherwise in the best interests of the
Company and its stockholders (a "Qualifying Offer") or (b) an Adverse Person
(either such event is referred to herein as a "Triggering Event"), then the
Rights will "flip-in" and entitle each holder of a Right, except as described
below, to purchase, upon exercise at the then-current Purchase Price, that
number of shares of Common Stock having a market value of two times such
Purchase Price.

     Any Rights beneficially owned at any time on or after the earlier of the
Distribution Date and the Stock Acquisition Date by an Acquiring Person, an
Adverse Person or an affiliate or associate of an Acquiring Person or an Adverse
Person (whether or not such ownership is subsequently transferred) will become
null and void upon the occurrence of a Triggering Event, and any holder of such
Rights will have no right to exercise such Rights.

     In the event that, following the Stock Acquisition Date, the Company is
acquired in a merger or other business combination in which the Common Stock
does not remain outstanding or is changed (other than a merger consummated
pursuant to a Qualifying Offer) or 50% of the assets, cash flow or earning power
of the Company and its Subsidiaries (as defined in the New Rights Agreement)
(taken as a whole) is sold or otherwise transferred to any person (other than
the Company or any Subsidiary of the Company) in one transaction or a series of
related transactions, the Rights will "flip-over" and entitle each holder of a
Right, except as described in the preceding paragraph, to purchase, upon the
exercise of the Right at the then-current Purchase Price, that number of shares
of common stock of the acquiring company (or, in certain circumstances, one of
its affiliates) which at the time of such transaction would have a market value
of two times such Purchase Price.

     The number of Rights associated with each share of Common Stock will be
proportionately adjusted after the Record Date and prior to the Distribution
Date (or earlier redemption or expiration of the Rights) for any (i) declaration
of a dividend on the outstanding shares of Common Stock payable in shares of
Common Stock, (ii) subdivision of the outstanding shares of Common Stock, or
(iii) combination of the outstanding shares of Common Stock into a smaller
number of shares, such that the number of Rights thereafter associated with each
share of Common Stock following any such event shall equal the result obtained
by multiplying the number of Rights associated with each share of Common Stock
immediately prior to such event by a fraction, the numerator of which shall be
the total number of shares of Common Stock outstanding immediately prior to the
occurrence of the event and the denominator of which shall be the total number
of shares of Common Stock outstanding immediately following the occurrence of
such event.

     In addition, the Purchase Price is subject to adjustment from time to time
to prevent dilution upon the (i) declaration of a dividend on the Preferred
Stock payable in shares of Preferred Stock, (ii) subdivision of the outstanding
Preferred Stock, (iii) combination of the outstanding Preferred Stock into a
smaller number of shares, (iv) issuance of any shares of the Company's capital
stock in a reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), (v) grant to holders of
the Preferred Stock of certain rights, options, or warrants to subscribe for
Preferred Stock or securities convertible into Preferred Stock at less than the
current market price of the Preferred Stock or (vi) distribution to holders of
the Preferred Stock of cash (other than a regular quarterly cash dividend out
of the earnings or retained earnings of the Company), assets (other than a
dividend payable in Preferred Stock, but including any dividend payable in
stock other than Preferred Stock) or evidences of indebtedness, or of
subscription rights or warrants.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% of
the Purchase Price.

     At any time until the earlier of (i) 10 days following the Stock
Acquisition Date and (ii) the Final Expiration Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right. The Company may,
at its option, pay the redemption price in cash, shares of Common Stock (based
on the current market price of the Common Stock at the time of redemption) or
any other form of consideration deemed appropriate by the Board of Directors of
the Company. Immediately upon the action of the Company's Board of Directors
ordering redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
applicable redemption price. In addition, at any time after a person becomes an
Acquiring Person or is determined to be and Adverse Person and prior to such
person becoming (together with such person's affiliates and associates) the
beneficial owner of 50% or more of the outstanding Common Stock, at the election
of the Board of Directors of the Company, the outstanding Rights (other than
those beneficially owned by an Acquiring Person, Adverse Person or an affiliate
or associate of an Acquiring Person or Adverse Person) may be exchanged, in
whole or in part, for shares of Common Stock, or shares of preferred stock of
the Company having essentially the same value or economic rights as such shares.
Immediately upon the action of the Board of Directors of the Company authorizing
any such exchange, and without any further action or any notice, the Rights
(other than Rights which are not subject to such exchange) will terminate and
such Rights will only entitle holders to receive the shares issuable upon such
exchange.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company or in the event of the redemption of the
Rights as set forth above.

     At any time prior to the Distribution Date, the Company may, without the
approval of any holder of the Rights, supplement or amend any provision of the
New Rights Agreement. Thereafter, the New Rights Agreement may be amended in
order to (i) cure ambiguities, (ii) correct or supplement defective or
inconsistent provisions, (iii) shorten or lengthen any time period thereunder
or (iv) change or supplement the provisions thereunder in any manner which the
Company deems necessary or desirable and does not adversely affect the
interests of the holders of Rights Certificates (other than an Acquiring Person
or Adverse Person). Notwithstanding anything in the New Rights Agreement to the
contrary, the New Rights Agreement may not be amended, except to cure
ambiguities and to correct or supplement defective or inconsistent provisions,
at a time when the Rights are not redeemable.

     As of July 21, 2006, there were 115,960,941 shares of Common Stock issued
and outstanding and 23,339,880 shares of Common Stock in the treasury. As of
July 21, 2006, options to purchase 11,170,175 shares of Common Stock were
outstanding. Each outstanding share of Common Stock on the Record Date will
receive one Right. Until the Distribution Date, the Company will issue one
Right with each share of Common Stock that shall become outstanding so that all
such shares will have attached Rights. In addition, following the Distribution
Date and prior to the expiration or redemption of the Rights, the Company may
issue Rights when it issues Common Stock only if the Board of Directors of the
Company deems it to be necessary or appropriate, or in connection with the
issuance of shares of Common Stock pursuant to the exercise of stock options or
other employee plans or upon the exercise, conversion or exchange of certain
securities of the Company. Three hundred fifty thousand (350,000) shares of
Preferred Stock have been reserved for issuance upon exercise of the Rights.

     The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner that causes a Triggering Event unless the offer is conditioned on a
substantial number of Rights being acquired or the redemption of the Rights. The
Rights, however, should not affect any prospective offeror willing to make an
offer at a price that is fair and not inadequate and otherwise in the best
interest of the Company and its stockholders. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
of the Company since the Board of Directors may, at its option, at any time
until ten days following the Stock Acquisition Date, redeem all, but not less
than all, of the then outstanding Rights at the applicable redemption price.

     The foregoing summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the New Rights
Agreement, including the form of Rights Certificate, a copy of which is
included as Exhibit 1 hereto and is incorporated by reference herein.





Item 2. Exhibits.

The following documents are filed as exhibits to this registration statement:

1.   Rights Agreement, dated as of July 27, 2006, between Health Net, Inc. and
     Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to
     Exhibit 4.1 to the Health Net, Inc.'s Current Report on Form 8-K filed with
     the Securities and Exchange Commission on July 28, 2006)

2.   Sixth Amended and Restated Certificate of Incorporation of Health Net, Inc.
     (incorporated by reference to Exhibit 3.1 to Health Net, Inc.'s Current
     Report on Form 8-K filed with the Securities and Exchange Commission on
     July 28, 2006)

3.   Ninth Amended and Restated Bylaws of Health Net, Inc. (incorporated by
     reference to Exhibit 3.2 to Health Net, Inc.'s Annual Report on Form 10-K
     for the year ended December 31, 2003)

4.   Amendment Number One to Ninth Amended and Restated Bylaws of Health Net,
     Inc. (incorporated by reference to Exhibit 3.1 to Health Net, Inc.'s
     Current Report on Form 8-K filed with the Securities and Exchange
     Commission on March 7, 2005)

5.   Specimen Common Stock Certificate (incorporated by reference to Exhibit 8
     to Health Net, Inc.'s Registration Statement on Form 8-A/A (Amendment No.
     3) filed with the Securities and Exchange Commission on July 26, 2004)





                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                  HEALTH NET, INC.


Date: July 28, 2006               By: /s/ B. Curtis Westen
                                      --------------------------
                                  Name:  B. Curtis Westen
                                  Title: Senior Vice-President, General Counsel
                                         and Secretary





                                  EXHIBIT INDEX

Exhibit      Description

1        Rights Agreement, dated as of July 27, 2006, between Health Net, Inc.
         and Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference
         to Exhibit 4.1 to the Health Net, Inc.'s Current Report on Form 8-K
         filed with the Securities and Exchange Commission on July 28, 2006)

2        Sixth Amended and Restated Certificate of Incorporation of Health Net,
         Inc. (incorporated by reference to Exhibit 3.1 to Health Net, Inc.'s
         Current Report on Form 8-K filed with the Securities and Exchange
         Commission on July 28, 2006)

3        Ninth Amended and Restated Bylaws of Health Net, Inc. (incorporated by
         reference to Exhibit 3.2 to Health Net, Inc.'s Annual Report on Form
         10-K for the year ended December 31, 2003)

4        Amendment Number One to Ninth Amended and Restated Bylaws of Health
         Net, Inc. (incorporated by reference to Exhibit 3.1 to Health Net,
         Inc.'s Current Report on Form 8-K filed with the Securities and
         Exchange Commission on March 7, 2005)

5        Specimen Common Stock Certificate (incorporated by reference to Exhibit
         8 to Health Net, Inc.'s Registration Statement on Form 8-A/A (Amendment
         No. 3) filed with the Securities and Exchange Commission on July 26,
         2004)