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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

HELWIG DAVID S

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Blue Cross of California

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⁾		342	D	⁽¹⁾	99,142	I	held by son
Common Stock	11/30/2004		D⁽¹⁾		227	D	⁽¹⁾	98,915	I	held by daughter
Common Stock	11/30/2004		D⁽¹⁾		3,729	D	⁽¹⁾	95,186	I	401(k)
Common Stock	11/30/2004		D⁽¹⁾		77,335	D	⁽¹⁾	17,851	I	Helwig Family Trust
Common Stock	11/30/2004		D⁽¹⁾		17,851	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 Comp Stock Units	$0	11/30/2004		D⁽²⁾			17,077	⁽³⁾	⁽³⁾	Common Stock	17,077	$0	12,590	D
Deferred Comp Stock Units	$0	11/30/2004		D⁽²⁾			1,990	⁽⁴⁾	⁽⁴⁾	Common Stock	1,990	$0	10,600	D
Deferred Comp Stock Units	$0	11/30/2004		D⁽²⁾			10,600	⁽⁵⁾	⁽⁵⁾	Common Stock	10,600	$0	0	D
Employee Stock Option (right to buy)	$34.1875	11/30/2004		D⁽⁶⁾			5,848	⁽⁷⁾	02/10/2010	Common Stock	5,848	$0	454,933	D
Employee Stock Option (right to buy)	$43.3	11/30/2004		D⁽⁶⁾			13,334	⁽⁷⁾	06/03/2011	Common Stock	13,334	$0	441,599	D
Employee Stock Option (right to buy)	$45.365	11/30/2004		D⁽⁶⁾			2,204	⁽⁷⁾	03/26/2011	Common Stock	2,204	$0	439,395	D
Employee Stock Option (right to buy)	$63.5	11/30/2004		D⁽⁶⁾			33,334	⁽⁸⁾	02/06/2012	Common Stock	33,334	$0	406,061	D
Employee Stock Option (right to buy)	$68.33	11/30/2004		D⁽⁶⁾			76,666	⁽⁹⁾	02/04/2013	Common Stock	76,666	$0	329,395	D
Employee Stock Option (right to buy)	$74.16	11/30/2004		D⁽⁶⁾			2,647	⁽⁷⁾	03/27/2011	Common Stock	2,647	$0	326,748	D
Employee Stock Option (right to buy)	$74.16	11/30/2004		D⁽⁶⁾			7,860	⁽⁷⁾	02/11/2010	Common Stock	7,860	$0	318,888	D
Employee Stock Option (right to buy)	$74.16	11/30/2004		D⁽⁶⁾			5,657	⁽⁷⁾	02/10/2007	Common Stock	5,657	$0	313,231	D
Employee Stock Option (right to buy)	$74.16	11/30/2004		D⁽⁶⁾			5,014	⁽⁷⁾	01/05/2005	Common Stock	5,014	$0	308,217	D
Employee Stock Option (right to buy)	$74.16	11/30/2004		D⁽⁶⁾			12,847	⁽⁷⁾	02/01/2011	Common Stock	12,847	$0	295,370	D
Employee Stock Option (right to buy)	$74.16	11/30/2004		D⁽⁶⁾			9,196	⁽⁷⁾	02/11/2009	Common Stock	9,196	$0	286,174	D
Employee Stock Option (right to buy)	$85.34	11/30/2004		D⁽⁶⁾			8,206	⁽⁷⁾	02/10/2007	Common Stock	8,206	$0	277,968	D
Employee Stock Option (right to buy)	$85.34	11/30/2004		D⁽⁶⁾			12,155	⁽⁷⁾	01/31/2011	Common Stock	12,155	$0	265,813	D
Employee Stock Option (right to buy)	$85.34	11/30/2004		D⁽⁶⁾			7,362	⁽⁷⁾	02/10/2010	Common Stock	7,362	$0	258,451	D
Employee Stock Option (right to buy)	$85.34	11/30/2004		D⁽⁶⁾			7,904	⁽⁷⁾	02/12/2008	Common Stock	7,904	$0	250,547	D
Employee Stock Option (right to buy)	$85.34	11/30/2004		D⁽⁶⁾			3,107	⁽⁷⁾	02/11/2009	Common Stock	3,107	$0	247,440	D
Employee Stock Option (right to buy)	$85.34	11/30/2004		D⁽⁶⁾			3,220	⁽⁷⁾	02/09/2007	Common Stock	3,220	$0	244,220	D

Explanation of Responses:

1. Disposed of pursuant to the 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 one share of Anthem, Inc. common stock and $23.80 cash for each share of Issuer common stock subject to the deferred stock units.

3. Each deferred stock unit represents the right to receive, on a deferred basis under the Issuer's Comprehensive Executive Non-qualified Retirement Plan, either one share of the Issuer's common stock to be issued under the Issuer's 1999 Stock Incentive Plan or the cash equivalent thereof upon the expiration of the deferral period. Each of the deferred stock units is currently vested.

4. Each deferred stock unit represents the right to receive, on a deferred basis under the Issuer's Comprehensive Executive Non-qualified Retirement Plan, one share of the Issuer's common stock to be issued under the Issuer's 1999 Stock Incentive Plan upon the expiration of the deferral period. Each of the deferred stockunits will vest on March 15, 2005, subject to acceleration in the event the reporting person should terminate employment with the Issuer under certain prescribed circumstances.

5. Each deferred stock unit represents the right to receive, on a deferred basis under the Issuer's Comprehensive Executive Non-qualified Retirement Plan, one share of the Issuer's common stock to be issued under the Issuer's 1999 Stock Incentive Plan upon the expiration of the deferral period. Each of the deferred stock units will vest in three successive equal annual installments, beginning January 26, 2005, subject to acceleration in the event the reporting person should terminate employment with the Issuer under certain prescribed circumstances.

6. Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc. and Anthem Holding Corp. in connection with the assumption 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.

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

8. The options are vested as of the Transaction Date with respect to 16,666 shares and will vest as to the remaining 16,668 shares on February 7, 2005.

9. The options are vested as of the Transaction Date with respect to 19,167 shares and will vest as to the remaining 57,499 shares in three equal installments on February 5, 2005, August 5, 2005 and February 5, 2006.

Remarks:

	/s/ Monica M. Chizzo - Attorney-in-fact	12/02/2004
	** 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).
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.