8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2004

PACIFICARE HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 000-21949
(Commission File Number) 95-4591529
(IRS Employer
Identification Number)

5995 Plaza Drive, Cypress, California 90630-5028
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (714) 952-1121

___________________________

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

     On May 21, 2004, PacifiCare Health Systems, Inc. (the “Company”) issued a press release announcing the that its Board of Directors had authorized a share repurchase program under which up to $150 million worth of the Company’s common stock may be repurchased. A copy of the press release is attached as Exhibit 99.1 to this current report and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) The following exhibits are filed with this Report:

EXHIBIT NO.	DESCRIPTION
99.1	Press Release issued by the Company on May 21, 2004.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PACIFICARE HEALTH SYSTEMS, INC.
Dated: May 21, 2004	By:	/s/ PETER A. REYNOLDS
		Peter A. Reynolds
		Senior Vice President and Corporate Controller (Principal Accounting Officer)

EX-99.1

EXHIBIT 99.1

5995 Plaza Drive
Cypress, California 90630
Tel. (800) 681-0969

News Release

CONTACT: Dan Miller
Public Relations
(714) 226-3726

FOR IMMEDIATE RELEASE

PACIFICARE HEALTH SYSTEMS ANNOUNCES
SHARE REPURCHASE PROGRAM

CYPRESS, Calif., May 21, 2004 — PacifiCare Health Systems, Inc. (NYSE: PHS) today announced that its Board of Directors has authorized a share repurchase program under which up to $150 million worth of the company’s common stock may be repurchased. The company said that under the program repurchases may be made from time to time in the open market or through privately negotiated transactions using available cash, and may be discontinued at any time. PacifiCare had approximately 86,138,000 shares of common stock outstanding as of April 30, 2004.

PacifiCare Health Systems serves more than 3 million health plan members and approximately 9 million specialty plan members nationwide, and had annual revenues in 2003 of about $11 billion. PacifiCare is one of the nation’s largest consumer health organizations, offering individuals, employers and Medicare beneficiaries a variety of consumer-driven health care and life insurance products. Specialty operations include behavioral health, dental and vision, and complete pharmacy and medical management through its wholly owned subsidiary, Prescription Solutions. More information on PacifiCare Health Systems is available at www.pacificare.com.

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