As filed with the Securities and Exchange Commission on May 11, 2006

                                                          Registration No. 333-

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

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                Health Net, Inc.
             (Exact name of registrant as specified in its charter)

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

                    21650 Oxnard Street
                 Woodland Hills, California                    91367
          (Address Of Principal Executive Offices)           (Zip Code)

                 Health Net, Inc. 2006 Long-Term Incentive Plan
                            (Full title of the plan)

                             B. Curtis Westen, Esq.
              Senior Vice President, General Counsel and Secretary
                                Health Net, Inc.
             21650 Oxnard Street, Woodland Hills, California 91367
                    (Name and address of agent for service)

                                 (818) 676-6000
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                                             CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                        Proposed maximum      Proposed maximum
 Title of securities                      Amount to      offering price      aggregate offering        Amount of
  to be registered                      be registered        per share             price            registration fee
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>             <C>                      <C>
Common Stock, $.001 par value per
   share..........................      6,750,000(1)          $37.63(2)       $254,002,500(2)          $27,178.27
----------------------------------------------------------------------------------------------------------------------
Rights to Purchase Series A Junior
   Participating Preferred Stock....           --(3)              --(3)                 --(3)                  --(3)
----------------------------------------------------------------------------------------------------------------------

     (1)  The amount to be registered also includes any additional shares and rights that may be subject to issuance in
          accordance with anti-dilution provisions of the Health Net, Inc. 2006 Long-Term Incentive Plan.

     (2)  Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(c) and (h)
          under the Securities Act of 1933, based upon the average of the high and low sale prices of the Common Stock,
          $.001 par value per share (the "Common Stock"), of Health Net, Inc. (the "Company"), reported on the New York
          Stock Exchange on May 5, 2006.

     (3)  Rights to purchase Series A Junior Participating Preferred Stock of the Company are attached to and trade with
          the shares of Common Stock being registered hereby. Value attributable to such rights, if any, is reflected in
          the market price of the Common Stock, and, accordingly, the registration fee for such securities is included
          in the registration fee for the Common Stock.
</TABLE>

<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3. Incorporation of Documents by Reference.

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Health Net, Inc. (the "Company")
(File No. 1-12718) are incorporated by reference into this registration
statement:

         (a)      the Company's Annual Report on Form 10-K for the year ended
                  December 31, 2005;

         (b)      the Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2006;

         (c)      the Company's Current Reports on Form 8-K dated February 28,
                  2006 (filed with the Commission on March 6, 2006), March 1,
                  2006 (filed with the Commission on March 7, 2006), March 6,
                  2006 (filed with the Commission on March 9, 2006) and March
                  23, 2006 (filed with the Commission on March 27, 2006);

         (d)      the description of the Company's Common Stock, par value
                  $0.001 per share (the "Common Stock") contained in Item 1 of
                  the Company's registration statement on Form 8-A/A
                  (Post-Effective Amendment No. 1) filed with the Commission on
                  August 16, 2004, including any amendment or report filed for
                  the purpose of updating such description; and

         (e)      the description of Rights to Purchase Series A Junior
                  Participating Preferred Stock contained in Item 1 of the
                  Company's registration statement on Form 8-A/A (Amendment No.
                  3) filed with the Commission on July 26, 2004, including any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this registration statement and prior to the filing
of a post-effective amendment to this registration statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
respective dates of filing of such documents (such documents, and the documents
enumerated above, are hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         B. Curtis Westen, Senior Vice President, General Counsel and Secretary
of the Company, has issued an opinion regarding the validity of the shares of
Common Stock and related Rights offered hereby. Mr. Westen is party to an
employment agreement and certain other agreements with the Company relating to
his employment with the Company. As of May 11, 2006, Mr. Westen held 256 shares
of Common Stock in a profit-sharing plan, beneficially owned an additional
22,085 shares of Common Stock and held vested and unvested options to purchase
795,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

         As permitted by Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), the Company's certificate of incorporation provides that a
director shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except: (i) for
any breach of the duty of loyalty; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or knowing violations of law; (iii) for
liability under Section 174 of the DGCL (relating to certain unlawful
dividends, stock repurchases or stock redemptions); or (iv) for any transaction
from which the director derived any improper personal benefit. The effect of
these provisions in the Company's certificate of incorporation is to eliminate
the rights of the Company and its stockholders (through stockholders'
derivative suits on behalf of the Company) to recover monetary damages against
a director for breach of the fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in
certain limited situations. These provisions do not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
These provisions do not alter the liability of directors under federal
securities laws.

         Both the Company's certificate of incorporation and the Company's
bylaws require the Company to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director
or officer of the Company against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding to the fullest extent permitted by
applicable law. The Company is also required under both its certificate of
incorporation and its bylaws to advance, to the maximum extent permitted by
law, expenses incurred in connection with any such action, suit or proceeding
so long as the director or officer undertakes to repay any advanced amounts if
it is ultimately determined that he or she is not entitled to be indemnified.

         Under Section 145 of the DGCL, (i) the Company may indemnify a
director or officer in connection with an action, suit or proceeding (other
than in connection with actions by or in the right of the Company) against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company and, in the case of any criminal action or proceeding,
had no reasonable cause to believe such person's conduct was unlawful. In
addition, under Section 145 of the DGCL, the Company may indemnify a director
or officer in connection with an action or suit by or in the right of the
Company against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company, except that the Company may not so indemnify the director or officer
if the director or officer is adjudged to be liable to the Company, unless a
court determines that, despite such adjudication but in view of all of the
circumstances, the director or officer is entitled to indemnification of such
expenses which such court deems proper. Under Section 145 of the DGCL, expenses
(including attorneys' fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the Company in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Company as authorized in
Section 145 of the DGCL. In accordance with DGCL Section 145, such expenses
(including attorneys' fees) incurred by former directors and officers may be so
paid upon such terms and conditions, if any, as the Company deems appropriate.

         The Company has entered into separate agreements to indemnify each of
its directors and executive officers. Each such indemnification agreement
provides that, in the event the indemnitee was, is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, specified types of legal actions, including
suits and investigations, by reason of (or arising in part out of) events or
occurrences related to the indemnitee's service with the Company, the Company
will be required to indemnify the indemnitee to the fullest extent permitted by
law against any and all indemnifiable amounts (to include, among other things,
expenses, damages, judgments, fines, penalties and amounts paid in settlement)
arising out of or resulting from such legal actions. In addition, each such
agreement provides for the Company to advance expenses to the indemnitee in
connection with such legal actions, subject to an undertaking by the indemnitee
to repay advanced expenses if it is ultimately determined that the indemnitee
is not entitled to be indemnified or reimbursed for such expenses. Each such
agreement sets forth procedures for determining whether or not the indemnitee
is entitled to indemnification in any given instance and provides that, in the
event of specified events constituting a change in control or a potential
change in control of the Company, the Company could be required to create a
trust for the benefit of the indemnitee funded in an amount sufficient to
satisfy reasonably anticipated expenses and other indemnifiable amounts for
legal actions relating to the types of events and occurrences covered by the
indemnification and expense-advancement provisions of the agreement.

         The Company maintains an officers' and directors' liability insurance
policy insuring the Company's officers and directors against certain
liabilities and expenses incurred by them in their capacities as such, and
insuring the Company, under certain circumstances, in the event that
indemnification payments are made by the Company to such officers and
directors.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit
Number          Description
------          -----------

   4.1          Sixth Amended and Restated Certificate of Incorporation of the
                Company (incorporated by reference to Exhibit 6 to the
                Company's Registration Statement on Form 8-A/A filed with the
                Commission on July 26, 2004 (File No. 1-12718)).

   4.2          Ninth Amended and Restated Bylaws of Health Net, Inc.
                (incorporated by reference to Exhibit 3.2 to the Company's
                Annual Report on Form 10-K for the year ended December 31, 2003
                (File No. 1-12718)).

   4.3          Amendment Number One to the Ninth Amended and Restated Bylaws
                of Health Net, Inc. (incorporated by reference to Exhibit 3.1
                to the Company's Current Report on Form 8-K dated March 4, 2005
                and filed with the Commission on March 7, 2005 (File No.
                1-12718)).

   4.4          Rights Agreement, dated as of June 1, 1996, between the Company
                and Harris Trust and Savings Bank (incorporated by reference to
                Exhibit 99.1 to the Company's Registration Statement on Form
                8-A filed with the Commission on July 16, 1996 (File No.
                1-12718)).

   4.5          Amendment, dated as of October 1, 1996, to the Rights
                Agreement, by and between the Company and Harris Trust and
                Saving Bank (incorporated by reference to Exhibit 2 to the
                Company's Registration Statement on Form 8-A/A filed with the
                Commission on May 9, 2001 (File No. 1-12718)).

   4.6          Second Amendment to Rights Agreement, dated as of May 3, 2001,
                by and among the Company, Harris Trust and Saving Bank and
                Computershare Investor Services, L.L.C. (incorporated by
                reference to Exhibit 3 to the Company's Registration Statement
                on Form 8-A/A filed with the Commission on May 9, 2001 (File
                No. 1-12718)).

   4.7          Third Amendment to Rights Agreement, dated as of May 14, 2004,
                by and among the Company and Computershare Investor Services,
                L.L.C. (incorporated by reference to Exhibit 4 to the Company's
                Registration Statement on Form 8-A/A filed with the Commission
                on May 20, 2004 (File No. 1-12718)).

   4.8          Fourth Amendment to Rights Agreement, dated as of July 26,
                2004, by and among the Company, Computershare Investor
                Services, L.L.C. and Wells Fargo Bank, N.A. (incorporated by
                reference to Exhibit 5 to the Company's Registration Statement
                on Form 8-A/A filed with the Commission on July 26, 2004 (File
                No. 1-12718)).

   4.9          Specimen Common Stock certificate (incorporated by reference to
                Exhibit 8 to the Company's Registration Statement on Form 8-A/A
                filed with the Commission on July 26, 2004 (File No. 1-12718)).

   5            Opinion of B. Curtis Westen.

   23.1         Consent of Deloitte & Touche LLP.

   23.2         Consent of B. Curtis Westen, included in Exhibit 5.

   24           Powers of attorney (included on the signature pages to this
                registration statement).

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)   To include any prospectus required by section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events
                        arising after the effective date of the registration
                        statement (or the most recent post-effective amendment
                        thereof) which, individually or in the aggregate,
                        represent a fundamental change in the information set
                        forth in the registration statement. Notwithstanding
                        the foregoing, any increase or decrease in volume of
                        securities offered (if the total dollar value of
                        securities offered would not exceed that which was
                        registered) and any deviation from the low or high end
                        of the estimated maximum offering range may be
                        reflected in the form of prospectus filed with the
                        Commission pursuant to Rule 424(b) (ss.230.424(b) of
                        this chapter) if, in the aggregate, the changes in
                        volume and price represent no more than a 20 percent
                        change in the maximum aggregate offering price set
                        forth in the "Calculation of Registration Fee" table in
                        the effective registration statement.

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

         Provided, however, That:

                  (A)   Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
                        not apply if the registration statement is on Form S-8
                        (ss.239.16b of this chapter), and the information
                        required to be included in a post-effective amendment
                        by those paragraphs is contained in reports filed with
                        or furnished to the Commission by the registrant
                        pursuant to section 13 or section 15(d) of the
                        Securities Exchange Act of 1934 (15 U.S.C. 78m or
                        78o(d)) that are incorporated by reference in the
                        registration statement.

                  (B)   Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of
                        this section do not apply if the registration statement
                        is on Form S-3 (ss.239.13 of this chapter) or Form F-3
                        (ss.239.33 of this chapter) and the information
                        required to be included in a post-effective amendment
                        by those paragraphs is contained in reports filed with
                        or furnished to the Commission by the registrant
                        pursuant to section 13 or section 15(d) of the
                        Securities Exchange Act of 1934 that are incorporated
                        by reference in the registration statement, or is
                        contained in a form of prospectus filed pursuant to
                        Rule 424(b) (ss.230.424(b) of this chapter) that is
                        part of the registration statement.

                  (C)   Provided further, however, that paragraphs (a)(1)(i)
                        and (a)(1)(ii) do not apply if the registration
                        statement is for an offering of asset-backed securities
                        on Form S-1 (ss.239.11 of this chapter) or Form S-3
                        (ss.239.13 of this chapter), and the information
                        required to be included in a post-effective amendment
                        is provided pursuant to Item 1100(c) of Regulation AB
                        (ss.229.1100(c)).

             (2)  That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating
                  to the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
                  amendment any of the securities being registered which
                  remained unsold at the termination of the offering.

             (4)  If the registrant is a foreign private issuer, to file a
                  post-effective amendment to the registration statement to
                  include any financial statements required by Item 8.A. of
                  Form 20-F (17 CFR 249.220f) at the start of any delayed
                  offering or throughout a continuous offering. Financial
                  statements and information otherwise required by Section
                  10(a)(3) of the Act need not be furnished, provided that the
                  registrant includes in the prospectus, by means of a
                  post-effective amendment, financial statements required
                  pursuant to this paragraph (a)(4) and other information
                  necessary to ensure that all other information in the
                  prospectus is at least as current as the date of those
                  financial statements. Notwithstanding the foregoing, with
                  respect to registration statements on Form F-3 (ss.239.33 of
                  this chapter), a post-effective amendment need not be filed
                  to include financial statements and information required by
                  Section 10(a)(3) of the Act or ss.210.3-19 of this chapter if
                  such financial statements and information are contained in
                  periodic reports filed with or furnished to the Commission by
                  the registrant pursuant to section 13 or section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the Form F-3.

             (5)  That, for the purpose of determining liability under the
                  Securities Act of 1933 to any purchaser:

                  (i)   If the registrant is relying on Rule 430B (ss.230.430B
                        of this chapter):

                        (A)   Each prospectus filed by the registrant pursuant
                              to Rule 424(b)(3) (ss.230.424(b)(3) of this
                              chapter) shall be deemed to be part of the
                              registration statement as of the date the filed
                              prospectus was deemed part of and included in the
                              registration statement; and

                        (B)   Each prospectus required to be filed pursuant to
                              Rule 424(b)(2), (b)(5), or (b)(7)
                              (ss.230.424(b)(2), (b)(5), or (b)(7) of this
                              chapter) as part of a registration statement in
                              reliance on Rule 430B relating to an offering
                              made pursuant to Rule 415(a)(1)(i), (vii), or (x)
                              (ss.230.415(a)(1)(i), (vii), or (x) of this
                              chapter) for the purpose of providing the
                              information required by section 10(a) of the
                              Securities Act of 1933 shall be deemed to be part
                              of and included in the registration statement as
                              of the earlier of the date such form of
                              prospectus is first used after effectiveness or
                              the date of the first contract of sale of 314
                              securities in the offering described in the
                              prospectus. As provided in Rule 430B, for
                              liability purposes of the issuer and any person
                              that is at that date an underwriter, such date
                              shall be deemed to be a new effective date of the
                              registration statement relating to the securities
                              in the registration statement to which that
                              prospectus relates, and the offering of such
                              securities at that time shall be deemed to be the
                              initial bona fide offering thereof. Provided,
                              however, that no statement made in a registration
                              statement or prospectus that is part of the
                              registration statement or made in a document
                              incorporated or deemed incorporated by reference
                              into the registration statement or prospectus
                              that is part of the registration statement will,
                              as to a purchaser with a time of contract of sale
                              prior to such effective date, supersede or modify
                              any statement that was made in the registration
                              statement or prospectus that was part of the
                              registration statement or made in any such
                              document immediately prior to such effective
                              date; or

                  (ii)  If the registrant is subject to Rule 430C (ss.230.430C
                        of this chapter), each prospectus filed pursuant to
                        Rule 424(b) as part of a registration statement
                        relating to an offering, other than registration
                        statements relying on Rule 430B or other than
                        prospectuses filed in reliance on Rule 430A
                        (ss.230.430A of this chapter), shall be deemed to be
                        part of and included in the registration statement as
                        of the date it is first used after effectiveness.
                        Provided, however, that no statement made in a
                        registration statement or prospectus that is part of
                        the registration statement or made in a document
                        incorporated or deemed incorporated by reference into
                        the registration statement or prospectus that is part
                        of the registration statement will, as to a purchaser
                        with a time of contract of sale prior to such first
                        use, supersede or modify any statement that was made in
                        the registration statement or prospectus that was part
                        of the registration statement or made in any such
                        document immediately prior to such date of first use.

             (6)  That, for the purpose of determining liability of the
                  registrant under the Securities Act of 1933 to any purchaser
                  in the initial distribution of the securities:

                  The undersigned registrant undertakes that in a primary
                  offering of securities of the undersigned registrant pursuant
                  to this registration statement, regardless of the
                  underwriting method used to sell the securities to the
                  purchaser, if the securities are offered or sold to such
                  purchaser by means of any of the following communications,
                  the undersigned registrant will be a seller to the purchaser
                  and will be considered to offer or sell such securities to
                  such purchaser:

                  (i)   Any preliminary prospectus or prospectus of the
                        undersigned registrant relating to the offering
                        required to be filed pursuant to Rule 424 (ss.230.424
                        of this chapter);

                  (ii)  Any free writing prospectus relating to the offering
                        prepared by or on behalf of the undersigned registrant
                        or used or referred to by the undersigned registrant;

                  (iii) The portion of any other free writing prospectus
                        relating to the offering containing material
                        information about the undersigned registrant or its
                        securities provided by or on behalf of the undersigned
                        registrant; and

                  (iv)  Any other communication that is an offer in the
                        offering made by the undersigned registrant to the
                        purchaser.

         (b) The undersigned registrant hereby undertakes that, for purposes of
             determining any liability under the Securities Act of 1933, each
             filing of the registrant's annual report pursuant to section 13(a)
             or section 15(d) of the Securities Exchange Act of 1934 (and,
             where applicable, each filing of an employee benefit plan's annual
             report pursuant to section 15(d) of the Securities Exchange Act of
             1934) that is incorporated by reference in the registration
             statement shall be deemed to be a new registration statement
             relating to the securities offered therein, and the offering of
             such securities at that time shall be deemed to be the initial
             bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
             Securities Act of 1933 may be permitted to directors, officers and
             controlling persons of the registrant pursuant to the foregoing
             provisions, or otherwise, the registrant has been advised that in
             the opinion of the Securities and Exchange Commission such
             indemnification is against public policy as expressed in the Act
             and is, therefore, unenforceable. In the event that a claim for
             indemnification against such liabilities (other than the payment
             by the registrant of expenses incurred or paid by a director,
             officer or controlling person of the registrant in the successful
             defense of any action, suit or proceeding) is asserted by such
             director, officer or controlling person in connection with the
             securities being registered, the registrant will, unless in the
             opinion of its counsel the matter has been settled by controlling
             precedent, submit to a court of appropriate jurisdiction the
             question whether such indemnification by it is against public
             policy as expressed in the Act and will be governed by the final
             adjudication of such issue.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Woodland Hills, state of California, on this
11th day of May, 2006.

                                          HEALTH NET, INC.


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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Jay M. Gellert, B. Curtis
Westen and Angelee B. Fox, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same with all exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 11, 2006.


            Signature                                   Title
            ---------                                   -----


         /s/ Jay M. Gellert                  President and Chief Executive
----------------------------------------      Officer (Principal Executive
           Jay M. Gellert                        Officer) and Director


       /s/ Anthony S. Piszel               Executive Vice President and Chief
----------------------------------------      Financial Officer (Principal
         Anthony S. Piszel                 Accounting and Financial Officer)


    /s/ Theodore F. Craver, Jr.
----------------------------------------                Director
      Theodore F. Craver, Jr.


        /s/ Thomas T. Farley
----------------------------------------                Director
          Thomas T. Farley


       /s/ Gale S. Fitzgerald
----------------------------------------
         Gale S. Fitzgerald                             Director


         /s/ Patrick Foley
----------------------------------------
           Patrick Foley                                Director


        /s/ Roger F. Greaves
----------------------------------------                Director
          Roger F. Greaves


       /s/ Bruce G. Willison
----------------------------------------                Director
         Bruce G. Willison


      /s/ Frederick C. Yeager
----------------------------------------                Director
        Frederick C. Yeager


<PAGE>



                                 EXHIBIT INDEX


Exhibit
Number         Description
------         -----------

   4.1         Sixth Amended and Restated Certificate of Incorporation of the
               Company (incorporated by reference to Exhibit 6 to the Company's
               Registration Statement on Form 8-A/A filed with the Commission
               on July 26, 2004 (File No. 1-12718)).

   4.2         Ninth Amended and Restated Bylaws of Health Net, Inc.
               (incorporated by reference to Exhibit 3.2 to the Company's
               Annual Report on Form 10-K for the year ended December 31, 2003
               (File No. 1-12718)).

   4.3         Amendment Number One to the Ninth Amended and Restated Bylaws of
               Health Net, Inc. (incorporated by reference to Exhibit 3.1 to
               the Company's Current Report on Form 8-K dated March 4, 2005 and
               filed with the Commission on March 7, 2005 (File No. 1-12718)).

   4.4         Rights Agreement, dated as of June 1, 1996, between the Company
               and Harris Trust and Savings Bank (incorporated by reference to
               Exhibit 99.1 to the Company's Registration Statement on Form 8-A
               filed with the Commission on July 16, 1996 (File No. 1-12718)).

   4.5         Amendment, dated as of October 1, 1996, to the Rights Agreement,
               by and between the Company and Harris Trust and Saving Bank
               (incorporated by reference to Exhibit 2 to the Company's
               Registration Statement on Form 8-A/A filed with the Commission
               on May 9, 2001 (File No. 1-12718)).

   4.6         Second Amendment to Rights Agreement, dated as of May 3, 2001,
               by and among the Company, Harris Trust and Saving Bank and
               Computershare Investor Services, L.L.C. (incorporated by
               reference to Exhibit 3 to the Company's Registration Statement
               on Form 8-A/A filed with the Commission on May 9, 2001 (File No.
               1-12718)).

   4.7         Third Amendment to Rights Agreement, dated as of May 14, 2004,
               by and among the Company and Computershare Investor Services,
               L.L.C. (incorporated by reference to Exhibit 4 to the Company's
               Registration Statement on Form 8-A/A filed with the Commission
               on May 20, 2004 (File No. 1-12718)).

   4.8         Fourth Amendment to Rights Agreement, dated as of July 26, 2004,
               by and among the Company, Computershare Investor Services,
               L.L.C. and Wells Fargo Bank, N.A. (incorporated by reference to
               Exhibit 5 to the Company's Registration Statement on Form 8-A/A
               filed with the Commission on July 26, 2004 (File No. 1-12718)).

   4.9         Specimen Common Stock certificate (incorporated by reference to
               Exhibit 8 to the Company's Registration Statement on Form 8-A/A
               filed with the Commission on July 26, 2004 (File No. 1-12718)).

   5           Opinion of B. Curtis Westen.

   23.1        Consent of Deloitte & Touche LLP.

   23.2        Consent of B. Curtis Westen, included in Exhibit 5.

   24          Powers of attorney (included on the signature pages to this
               registration statement).
[{"type": "S-8", "sequence": "1", "filename": "chi492315.txt", "description": "FORM S-8", "secsgml_size_bytes": 40490}]
{"company-data": {"conformed-name": "HEALTH NET INC", "cik": "0000916085", "assigned-sic": "6324", "irs-number": "954288333", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134014", "film-number": "06830550"}, "business-address": {"street1": "21650 OXNARD ST", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367", "phone": "8186766000"}, "mail-address": {"street1": "225 N MAIN ST", "city": "PUEBLO", "state": "CO", "zip": "81003"}, "former-company": [{"former-conformed-name": "FOUNDATION HEALTH SYSTEMS INC", "date-changed": "19970513"}, {"former-conformed-name": "HEALTH SYSTEMS INTERNATIONAL INC", "date-changed": "19940207"}, {"former-conformed-name": "HN MANAGEMENT HOLDINGS INC/DE/", "date-changed": "19931213"}]}
As filed with the Securities and Exchange Commission on May 11, 2006

                                                          Registration No. 333-

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

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                Health Net, Inc.
             (Exact name of registrant as specified in its charter)

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

                    21650 Oxnard Street
                 Woodland Hills, California                    91367
          (Address Of Principal Executive Offices)           (Zip Code)

                 Health Net, Inc. 2006 Long-Term Incentive Plan
                            (Full title of the plan)

                             B. Curtis Westen, Esq.
              Senior Vice President, General Counsel and Secretary
                                Health Net, Inc.
             21650 Oxnard Street, Woodland Hills, California 91367
                    (Name and address of agent for service)

                                 (818) 676-6000
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                        Proposed maximum      Proposed maximum
 Title of securities                      Amount to      offering price      aggregate offering        Amount of
  to be registered                      be registered        per share             price            registration fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per
   share..........................      6,750,000(1)          $37.63(2)       $254,002,500(2)          $27,178.27
----------------------------------------------------------------------------------------------------------------------
Rights to Purchase Series A Junior
   Participating Preferred Stock....           --(3)              --(3)                 --(3)                  --(3)
----------------------------------------------------------------------------------------------------------------------

     (1)  The amount to be registered also includes any additional shares and rights that may be subject to issuance in
          accordance with anti-dilution provisions of the Health Net, Inc. 2006 Long-Term Incentive Plan.

     (2)  Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(c) and (h)
          under the Securities Act of 1933, based upon the average of the high and low sale prices of the Common Stock,
          $.001 par value per share (the "Common Stock"), of Health Net, Inc. (the "Company"), reported on the New York
          Stock Exchange on May 5, 2006.

     (3)  Rights to purchase Series A Junior Participating Preferred Stock of the Company are attached to and trade with
          the shares of Common Stock being registered hereby. Value attributable to such rights, if any, is reflected in
          the market price of the Common Stock, and, accordingly, the registration fee for such securities is included
          in the registration fee for the Common Stock.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3. Incorporation of Documents by Reference.

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Health Net, Inc. (the "Company")
(File No. 1-12718) are incorporated by reference into this registration
statement:

         (a)      the Company's Annual Report on Form 10-K for the year ended
                  December 31, 2005;

         (b)      the Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2006;

         (c)      the Company's Current Reports on Form 8-K dated February 28,
                  2006 (filed with the Commission on March 6, 2006), March 1,
                  2006 (filed with the Commission on March 7, 2006), March 6,
                  2006 (filed with the Commission on March 9, 2006) and March
                  23, 2006 (filed with the Commission on March 27, 2006);

         (d)      the description of the Company's Common Stock, par value
                  $0.001 per share (the "Common Stock") contained in Item 1 of
                  the Company's registration statement on Form 8-A/A
                  (Post-Effective Amendment No. 1) filed with the Commission on
                  August 16, 2004, including any amendment or report filed for
                  the purpose of updating such description; and

         (e)      the description of Rights to Purchase Series A Junior
                  Participating Preferred Stock contained in Item 1 of the
                  Company's registration statement on Form 8-A/A (Amendment No.
                  3) filed with the Commission on July 26, 2004, including any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this registration statement and prior to the filing
of a post-effective amendment to this registration statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
respective dates of filing of such documents (such documents, and the documents
enumerated above, are hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         B. Curtis Westen, Senior Vice President, General Counsel and Secretary
of the Company, has issued an opinion regarding the validity of the shares of
Common Stock and related Rights offered hereby. Mr. Westen is party to an
employment agreement and certain other agreements with the Company relating to
his employment with the Company. As of May 11, 2006, Mr. Westen held 256 shares
of Common Stock in a profit-sharing plan, beneficially owned an additional
22,085 shares of Common Stock and held vested and unvested options to purchase
795,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

         As permitted by Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), the Company's certificate of incorporation provides that a
director shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except: (i) for
any breach of the duty of loyalty; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or knowing violations of law; (iii) for
liability under Section 174 of the DGCL (relating to certain unlawful
dividends, stock repurchases or stock redemptions); or (iv) for any transaction
from which the director derived any improper personal benefit. The effect of
these provisions in the Company's certificate of incorporation is to eliminate
the rights of the Company and its stockholders (through stockholders'
derivative suits on behalf of the Company) to recover monetary damages against
a director for breach of the fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in
certain limited situations. These provisions do not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
These provisions do not alter the liability of directors under federal
securities laws.

         Both the Company's certificate of incorporation and the Company's
bylaws require the Company to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director
or officer of the Company against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding to the fullest extent permitted by
applicable law. The Company is also required under both its certificate of
incorporation and its bylaws to advance, to the maximum extent permitted by
law, expenses incurred in connection with any such action, suit or proceeding
so long as the director or officer undertakes to repay any advanced amounts if
it is ultimately determined that he or she is not entitled to be indemnified.

         Under Section 145 of the DGCL, (i) the Company may indemnify a
director or officer in connection with an action, suit or proceeding (other
than in connection with actions by or in the right of the Company) against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company and, in the case of any criminal action or proceeding,
had no reasonable cause to believe such person's conduct was unlawful. In
addition, under Section 145 of the DGCL, the Company may indemnify a director
or officer in connection with an action or suit by or in the right of the
Company against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company, except that the Company may not so indemnify the director or officer
if the director or officer is adjudged to be liable to the Company, unless a
court determines that, despite such adjudication but in view of all of the
circumstances, the director or officer is entitled to indemnification of such
expenses which such court deems proper. Under Section 145 of the DGCL, expenses
(including attorneys' fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the Company in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Company as authorized in
Section 145 of the DGCL. In accordance with DGCL Section 145, such expenses
(including attorneys' fees) incurred by former directors and officers may be so
paid upon such terms and conditions, if any, as the Company deems appropriate.

         The Company has entered into separate agreements to indemnify each of
its directors and executive officers. Each such indemnification agreement
provides that, in the event the indemnitee was, is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, specified types of legal actions, including
suits and investigations, by reason of (or arising in part out of) events or
occurrences related to the indemnitee's service with the Company, the Company
will be required to indemnify the indemnitee to the fullest extent permitted by
law against any and all indemnifiable amounts (to include, among other things,
expenses, damages, judgments, fines, penalties and amounts paid in settlement)
arising out of or resulting from such legal actions. In addition, each such
agreement provides for the Company to advance expenses to the indemnitee in
connection with such legal actions, subject to an undertaking by the indemnitee
to repay advanced expenses if it is ultimately determined that the indemnitee
is not entitled to be indemnified or reimbursed for such expenses. Each such
agreement sets forth procedures for determining whether or not the indemnitee
is entitled to indemnification in any given instance and provides that, in the
event of specified events constituting a change in control or a potential
change in control of the Company, the Company could be required to create a
trust for the benefit of the indemnitee funded in an amount sufficient to
satisfy reasonably anticipated expenses and other indemnifiable amounts for
legal actions relating to the types of events and occurrences covered by the
indemnification and expense-advancement provisions of the agreement.

         The Company maintains an officers' and directors' liability insurance
policy insuring the Company's officers and directors against certain
liabilities and expenses incurred by them in their capacities as such, and
insuring the Company, under certain circumstances, in the event that
indemnification payments are made by the Company to such officers and
directors.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit
Number          Description
------          -----------

   4.1          Sixth Amended and Restated Certificate of Incorporation of the
                Company (incorporated by reference to Exhibit 6 to the
                Company's Registration Statement on Form 8-A/A filed with the
                Commission on July 26, 2004 (File No. 1-12718)).

   4.2          Ninth Amended and Restated Bylaws of Health Net, Inc.
                (incorporated by reference to Exhibit 3.2 to the Company's
                Annual Report on Form 10-K for the year ended December 31, 2003
                (File No. 1-12718)).

   4.3          Amendment Number One to the Ninth Amended and Restated Bylaws
                of Health Net, Inc. (incorporated by reference to Exhibit 3.1
                to the Company's Current Report on Form 8-K dated March 4, 2005
                and filed with the Commission on March 7, 2005 (File No.
                1-12718)).

   4.4          Rights Agreement, dated as of June 1, 1996, between the Company
                and Harris Trust and Savings Bank (incorporated by reference to
                Exhibit 99.1 to the Company's Registration Statement on Form
                8-A filed with the Commission on July 16, 1996 (File No.
                1-12718)).

   4.5          Amendment, dated as of October 1, 1996, to the Rights
                Agreement, by and between the Company and Harris Trust and
                Saving Bank (incorporated by reference to Exhibit 2 to the
                Company's Registration Statement on Form 8-A/A filed with the
                Commission on May 9, 2001 (File No. 1-12718)).

   4.6          Second Amendment to Rights Agreement, dated as of May 3, 2001,
                by and among the Company, Harris Trust and Saving Bank and
                Computershare Investor Services, L.L.C. (incorporated by
                reference to Exhibit 3 to the Company's Registration Statement
                on Form 8-A/A filed with the Commission on May 9, 2001 (File
                No. 1-12718)).

   4.7          Third Amendment to Rights Agreement, dated as of May 14, 2004,
                by and among the Company and Computershare Investor Services,
                L.L.C. (incorporated by reference to Exhibit 4 to the Company's
                Registration Statement on Form 8-A/A filed with the Commission
                on May 20, 2004 (File No. 1-12718)).

   4.8          Fourth Amendment to Rights Agreement, dated as of July 26,
                2004, by and among the Company, Computershare Investor
                Services, L.L.C. and Wells Fargo Bank, N.A. (incorporated by
                reference to Exhibit 5 to the Company's Registration Statement
                on Form 8-A/A filed with the Commission on July 26, 2004 (File
                No. 1-12718)).

   4.9          Specimen Common Stock certificate (incorporated by reference to
                Exhibit 8 to the Company's Registration Statement on Form 8-A/A
                filed with the Commission on July 26, 2004 (File No. 1-12718)).

   5            Opinion of B. Curtis Westen.

   23.1         Consent of Deloitte & Touche LLP.

   23.2         Consent of B. Curtis Westen, included in Exhibit 5.

   24           Powers of attorney (included on the signature pages to this
                registration statement).

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)   To include any prospectus required by section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events
                        arising after the effective date of the registration
                        statement (or the most recent post-effective amendment
                        thereof) which, individually or in the aggregate,
                        represent a fundamental change in the information set
                        forth in the registration statement. Notwithstanding
                        the foregoing, any increase or decrease in volume of
                        securities offered (if the total dollar value of
                        securities offered would not exceed that which was
                        registered) and any deviation from the low or high end
                        of the estimated maximum offering range may be
                        reflected in the form of prospectus filed with the
                        Commission pursuant to Rule 424(b) (ss.230.424(b) of
                        this chapter) if, in the aggregate, the changes in
                        volume and price represent no more than a 20 percent
                        change in the maximum aggregate offering price set
                        forth in the "Calculation of Registration Fee" table in
                        the effective registration statement.

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

         Provided, however, That:

                  (A)   Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
                        not apply if the registration statement is on Form S-8
                        (ss.239.16b of this chapter), and the information
                        required to be included in a post-effective amendment
                        by those paragraphs is contained in reports filed with
                        or furnished to the Commission by the registrant
                        pursuant to section 13 or section 15(d) of the
                        Securities Exchange Act of 1934 (15 U.S.C. 78m or
                        78o(d)) that are incorporated by reference in the
                        registration statement.

                  (B)   Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of
                        this section do not apply if the registration statement
                        is on Form S-3 (ss.239.13 of this chapter) or Form F-3
                        (ss.239.33 of this chapter) and the information
                        required to be included in a post-effective amendment
                        by those paragraphs is contained in reports filed with
                        or furnished to the Commission by the registrant
                        pursuant to section 13 or section 15(d) of the
                        Securities Exchange Act of 1934 that are incorporated
                        by reference in the registration statement, or is
                        contained in a form of prospectus filed pursuant to
                        Rule 424(b) (ss.230.424(b) of this chapter) that is
                        part of the registration statement.

                  (C)   Provided further, however, that paragraphs (a)(1)(i)
                        and (a)(1)(ii) do not apply if the registration
                        statement is for an offering of asset-backed securities
                        on Form S-1 (ss.239.11 of this chapter) or Form S-3
                        (ss.239.13 of this chapter), and the information
                        required to be included in a post-effective amendment
                        is provided pursuant to Item 1100(c) of Regulation AB
                        (ss.229.1100(c)).

             (2)  That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating
                  to the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
                  amendment any of the securities being registered which
                  remained unsold at the termination of the offering.

             (4)  If the registrant is a foreign private issuer, to file a
                  post-effective amendment to the registration statement to
                  include any financial statements required by Item 8.A. of
                  Form 20-F (17 CFR 249.220f) at the start of any delayed
                  offering or throughout a continuous offering. Financial
                  statements and information otherwise required by Section
                  10(a)(3) of the Act need not be furnished, provided that the
                  registrant includes in the prospectus, by means of a
                  post-effective amendment, financial statements required
                  pursuant to this paragraph (a)(4) and other information
                  necessary to ensure that all other information in the
                  prospectus is at least as current as the date of those
                  financial statements. Notwithstanding the foregoing, with
                  respect to registration statements on Form F-3 (ss.239.33 of
                  this chapter), a post-effective amendment need not be filed
                  to include financial statements and information required by
                  Section 10(a)(3) of the Act or ss.210.3-19 of this chapter if
                  such financial statements and information are contained in
                  periodic reports filed with or furnished to the Commission by
                  the registrant pursuant to section 13 or section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the Form F-3.

             (5)  That, for the purpose of determining liability under the
                  Securities Act of 1933 to any purchaser:

                  (i)   If the registrant is relying on Rule 430B (ss.230.430B
                        of this chapter):

                        (A)   Each prospectus filed by the registrant pursuant
                              to Rule 424(b)(3) (ss.230.424(b)(3) of this
                              chapter) shall be deemed to be part of the
                              registration statement as of the date the filed
                              prospectus was deemed part of and included in the
                              registration statement; and

                        (B)   Each prospectus required to be filed pursuant to
                              Rule 424(b)(2), (b)(5), or (b)(7)
                              (ss.230.424(b)(2), (b)(5), or (b)(7) of this
                              chapter) as part of a registration statement in
                              reliance on Rule 430B relating to an offering
                              made pursuant to Rule 415(a)(1)(i), (vii), or (x)
                              (ss.230.415(a)(1)(i), (vii), or (x) of this
                              chapter) for the purpose of providing the
                              information required by section 10(a) of the
                              Securities Act of 1933 shall be deemed to be part
                              of and included in the registration statement as
                              of the earlier of the date such form of
                              prospectus is first used after effectiveness or
                              the date of the first contract of sale of 314
                              securities in the offering described in the
                              prospectus. As provided in Rule 430B, for
                              liability purposes of the issuer and any person
                              that is at that date an underwriter, such date
                              shall be deemed to be a new effective date of the
                              registration statement relating to the securities
                              in the registration statement to which that
                              prospectus relates, and the offering of such
                              securities at that time shall be deemed to be the
                              initial bona fide offering thereof. Provided,
                              however, that no statement made in a registration
                              statement or prospectus that is part of the
                              registration statement or made in a document
                              incorporated or deemed incorporated by reference
                              into the registration statement or prospectus
                              that is part of the registration statement will,
                              as to a purchaser with a time of contract of sale
                              prior to such effective date, supersede or modify
                              any statement that was made in the registration
                              statement or prospectus that was part of the
                              registration statement or made in any such
                              document immediately prior to such effective
                              date; or

                  (ii)  If the registrant is subject to Rule 430C (ss.230.430C
                        of this chapter), each prospectus filed pursuant to
                        Rule 424(b) as part of a registration statement
                        relating to an offering, other than registration
                        statements relying on Rule 430B or other than
                        prospectuses filed in reliance on Rule 430A
                        (ss.230.430A of this chapter), shall be deemed to be
                        part of and included in the registration statement as
                        of the date it is first used after effectiveness.
                        Provided, however, that no statement made in a
                        registration statement or prospectus that is part of
                        the registration statement or made in a document
                        incorporated or deemed incorporated by reference into
                        the registration statement or prospectus that is part
                        of the registration statement will, as to a purchaser
                        with a time of contract of sale prior to such first
                        use, supersede or modify any statement that was made in
                        the registration statement or prospectus that was part
                        of the registration statement or made in any such
                        document immediately prior to such date of first use.

             (6)  That, for the purpose of determining liability of the
                  registrant under the Securities Act of 1933 to any purchaser
                  in the initial distribution of the securities:

                  The undersigned registrant undertakes that in a primary
                  offering of securities of the undersigned registrant pursuant
                  to this registration statement, regardless of the
                  underwriting method used to sell the securities to the
                  purchaser, if the securities are offered or sold to such
                  purchaser by means of any of the following communications,
                  the undersigned registrant will be a seller to the purchaser
                  and will be considered to offer or sell such securities to
                  such purchaser:

                  (i)   Any preliminary prospectus or prospectus of the
                        undersigned registrant relating to the offering
                        required to be filed pursuant to Rule 424 (ss.230.424
                        of this chapter);

                  (ii)  Any free writing prospectus relating to the offering
                        prepared by or on behalf of the undersigned registrant
                        or used or referred to by the undersigned registrant;

                  (iii) The portion of any other free writing prospectus
                        relating to the offering containing material
                        information about the undersigned registrant or its
                        securities provided by or on behalf of the undersigned
                        registrant; and

                  (iv)  Any other communication that is an offer in the
                        offering made by the undersigned registrant to the
                        purchaser.

         (b) The undersigned registrant hereby undertakes that, for purposes of
             determining any liability under the Securities Act of 1933, each
             filing of the registrant's annual report pursuant to section 13(a)
             or section 15(d) of the Securities Exchange Act of 1934 (and,
             where applicable, each filing of an employee benefit plan's annual
             report pursuant to section 15(d) of the Securities Exchange Act of
             1934) that is incorporated by reference in the registration
             statement shall be deemed to be a new registration statement
             relating to the securities offered therein, and the offering of
             such securities at that time shall be deemed to be the initial
             bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
             Securities Act of 1933 may be permitted to directors, officers and
             controlling persons of the registrant pursuant to the foregoing
             provisions, or otherwise, the registrant has been advised that in
             the opinion of the Securities and Exchange Commission such
             indemnification is against public policy as expressed in the Act
             and is, therefore, unenforceable. In the event that a claim for
             indemnification against such liabilities (other than the payment
             by the registrant of expenses incurred or paid by a director,
             officer or controlling person of the registrant in the successful
             defense of any action, suit or proceeding) is asserted by such
             director, officer or controlling person in connection with the
             securities being registered, the registrant will, unless in the
             opinion of its counsel the matter has been settled by controlling
             precedent, submit to a court of appropriate jurisdiction the
             question whether such indemnification by it is against public
             policy as expressed in the Act and will be governed by the final
             adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Woodland Hills, state of California, on this
11th day of May, 2006.

                                          HEALTH NET, INC.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Jay M. Gellert, B. Curtis
Westen and Angelee B. Fox, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same with all exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 11, 2006.

            Signature                                   Title
            ---------                                   -----

         /s/ Jay M. Gellert                  President and Chief Executive
----------------------------------------      Officer (Principal Executive
           Jay M. Gellert                        Officer) and Director

       /s/ Anthony S. Piszel               Executive Vice President and Chief
----------------------------------------      Financial Officer (Principal
         Anthony S. Piszel                 Accounting and Financial Officer)

    /s/ Theodore F. Craver, Jr.
----------------------------------------                Director
      Theodore F. Craver, Jr.

        /s/ Thomas T. Farley
----------------------------------------                Director
          Thomas T. Farley

       /s/ Gale S. Fitzgerald
----------------------------------------
         Gale S. Fitzgerald                             Director

         /s/ Patrick Foley
----------------------------------------
           Patrick Foley                                Director

        /s/ Roger F. Greaves
----------------------------------------                Director
          Roger F. Greaves

       /s/ Bruce G. Willison
----------------------------------------                Director
         Bruce G. Willison

      /s/ Frederick C. Yeager
----------------------------------------                Director
        Frederick C. Yeager
EXHIBIT INDEX

Exhibit
Number         Description
------         -----------

   4.1         Sixth Amended and Restated Certificate of Incorporation of the
               Company (incorporated by reference to Exhibit 6 to the Company's
               Registration Statement on Form 8-A/A filed with the Commission
               on July 26, 2004 (File No. 1-12718)).

   4.2         Ninth Amended and Restated Bylaws of Health Net, Inc.
               (incorporated by reference to Exhibit 3.2 to the Company's
               Annual Report on Form 10-K for the year ended December 31, 2003
               (File No. 1-12718)).

   4.3         Amendment Number One to the Ninth Amended and Restated Bylaws of
               Health Net, Inc. (incorporated by reference to Exhibit 3.1 to
               the Company's Current Report on Form 8-K dated March 4, 2005 and
               filed with the Commission on March 7, 2005 (File No. 1-12718)).

   4.4         Rights Agreement, dated as of June 1, 1996, between the Company
               and Harris Trust and Savings Bank (incorporated by reference to
               Exhibit 99.1 to the Company's Registration Statement on Form 8-A
               filed with the Commission on July 16, 1996 (File No. 1-12718)).

   4.5         Amendment, dated as of October 1, 1996, to the Rights Agreement,
               by and between the Company and Harris Trust and Saving Bank
               (incorporated by reference to Exhibit 2 to the Company's
               Registration Statement on Form 8-A/A filed with the Commission
               on May 9, 2001 (File No. 1-12718)).

   4.6         Second Amendment to Rights Agreement, dated as of May 3, 2001,
               by and among the Company, Harris Trust and Saving Bank and
               Computershare Investor Services, L.L.C. (incorporated by
               reference to Exhibit 3 to the Company's Registration Statement
               on Form 8-A/A filed with the Commission on May 9, 2001 (File No.
               1-12718)).

   4.7         Third Amendment to Rights Agreement, dated as of May 14, 2004,
               by and among the Company and Computershare Investor Services,
               L.L.C. (incorporated by reference to Exhibit 4 to the Company's
               Registration Statement on Form 8-A/A filed with the Commission
               on May 20, 2004 (File No. 1-12718)).

   4.8         Fourth Amendment to Rights Agreement, dated as of July 26, 2004,
               by and among the Company, Computershare Investor Services,
               L.L.C. and Wells Fargo Bank, N.A. (incorporated by reference to
               Exhibit 5 to the Company's Registration Statement on Form 8-A/A
               filed with the Commission on July 26, 2004 (File No. 1-12718)).

   4.9         Specimen Common Stock certificate (incorporated by reference to
               Exhibit 8 to the Company's Registration Statement on Form 8-A/A
               filed with the Commission on July 26, 2004 (File No. 1-12718)).

   5           Opinion of B. Curtis Westen.

   23.1        Consent of Deloitte & Touche LLP.

   23.2        Consent of B. Curtis Westen, included in Exhibit 5.

   24          Powers of attorney (included on the signature pages to this
               registration statement).