EXHIBIT 3.04

                                FOURTH AMENDMENT
                                TO THE BYLAWS OF
                         PACIFICARE HEALTH SYSTEMS, INC.

        This FOURTH AMENDMENT TO THE BYLAWS OF PACIFICARE HEALTH SYSTEMS, INC.
(the "Fourth Amendment") is effective February 20, 2003 with reference to the
following facts:

                                    RECITALS

        WHEREAS, PacifiCare Health Systems, Inc., a Delaware corporation
("PacifiCare") has adopted the bylaws, as amended by the First Amendment to the
Bylaws adopted on April 27, 2000, the Second Amendment to the Bylaws adopted on
August 24, 2000 and the Third Amendment to the Bylaws adopted on October 24,
2000, as the official bylaws of PacifiCare (the "Bylaws");

        WHEREAS, Section 15 of PacifiCare's Bylaws, currently provides that the
number of directors shall be ten (10);

        WHEREAS, Section 44 of the Bylaws, authorizes the board of directors of
PacifiCare (the "Board") to alter, amend, repeal or adopt new bylaws; and

        WHEREAS, the Board deems it advisable and in PacifiCare's best interest
to amend Section 15 of the Bylaws to increase the number of directors which
shall constitute the whole Board from ten (10) to eleven (11).

                NOW THEREFORE, the Bylaws hereby are amended as follows:

                1. Amendment to the Bylaws. The first sentence of Section 15 of
        the Bylaws shall be deleted in its entirety and replaced with the
        following:

                "The authorized number of directors of the corporation shall be
        eleven (11)."

                2. Effect of this Fourth Amendment. Except as amended by this
        Fourth Amendment, PacifiCare's Bylaws shall not be further amended,
        modified, or revised and the Bylaws, as hereby amended, shall continue
        in full force and effect and shall be enforced in accordance with their
        terms.

                3. Bylaws. The official bylaws of PacifiCare shall consist of
        the Bylaws and this Fourth Amendment adopted February 20, 2003. Any
        reference to the term "bylaws" shall mean and refer to the Bylaws, as
        amended by this Fourth Amendment.