<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2001
                                                     REGISTRATION NO. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         WELLPOINT HEALTH NETWORKS INC.
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                           95-4635504
 (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                                 1 WELLPOINT WAY
                             THOUSAND OAKS, CA 91362
               (Address of principal executive offices) (zip code)


                            1999 STOCK INCENTIVE PLAN
       401(k) RETIREMENT SAVINGS PROGRAM OF WELLPOINT HEALTH NETWORKS INC.
      WELLPOINT HEALTH NETWORKS INC. COMPREHENSIVE EXECUTIVE NON-QUALIFIED
                                RETIREMENT PLAN

                            (Full title of the plans)

                             THOMAS C. GEISER, ESQ.
                  Executive Vice President and General Counsel
                         WellPoint Health Networks Inc.
                    1 WellPoint Way, Thousand Oaks, CA 91362
                     (Name and address of agent for service)
                                 (818) 703-4000
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                              Barry W. Homer, Esq.
                         Brobeck, Phleger & Harrison LLP
                                One Market Plaza
                               Spear Street Tower
                         San Francisco, California 94105

This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act of 1933 and Rule 462 thereunder.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                                    Proposed              Proposed
                Title of                                             Maximum              Maximum
               Securities                       Amount              Offering             Aggregate          Amount of
                 to be                          to be                 Price               Offering        Registration
               Registered                   Registered (2)        per Share (3)            Price               Fee
----------------------------------------- ------------------- ---------------------- ------------------- ----------------
<S>                                       <C>                 <C>                   <C>                  <C>
Common Stock, $.01 par value,
issued pursuant to:

1999 Stock Incentive Plan                      1,273,054             $99.73            $126,961,676        $31,740.42
401(k) Retirement Savings Program of
WellPoint Health Networks Inc. (1)             1,000,000             $99.73            $ 99,730,000        $24,932.50

Deferred Compensation Obligations (4)        $50,000,000              100%             $ 50,000,000(5)     $   12,500

===========================================================================================================================
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the 401(k) Retirement Savings
     Program of WellPoint Health Networks Inc.

(2)  This Registration Statement also covers any additional shares of Common
     Stock that are acquired under the employee benefit plans listed above by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the Registrant's outstanding shares
     of Common Stock.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933 on the basis of the average of the high and low
     selling price per share of Common Stock of WellPoint Health Networks Inc.
     on February 2, 2001, as reported by the New York Stock Exchange.

(4)  The deferred compensation obligations are unsecured obligations of the
     Registrant to pay deferred compensation in the future in accordance with
     the terms of the Registrant's Comprehensive Executive Non-qualified
     Retirement Plan.

(5)  Estimated solely for purposes of determining the registration fee.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents of the Registrant filed with the Commission (File
No. 001-13803) are incorporated by reference:

     (a)  The Registrant's Registration Statement on Form 8-B filed on June 12,
          1997, pursuant to Section 12(g) of the Exchange Act;

     (b)  The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1999;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the quarters ended
          March 31, 2000, June 30, 2000 and September 30, 2000;

     (d)  The Registrant's Current Report on Form 8-K dated September 1, 2000;
          and

     (e)  The 401(k) Retirement Savings Program's latest annual report on Form
          11-K filed with the Commission on June 27, 2000.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which designates 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 date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 subsequently filed document which also is deemed to
be incorporated by reference herein 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

     This Registration Statement relates, among other things, to deferred
compensation obligations of the Registrant outstanding under the Registrant's
Comprehensive Executive Non-qualified Retirement Plan (the "Plan"). The Plan is
a non-qualified deferred compensation program under the Internal Revenue Code
which is designed to operate in conjunction with the Registrant's Pension
Accumulation Plan (the "Pension Plan") and the Registrant's 401(k) Retirement
Savings Program (the "Savings Program").

The principal features of the Plan may be summarized as follows:

     STRUCTURE. The Plan is comprised of three separate programs

          SUPPLEMENTAL SAVINGS PROGRAM DEFERRALS. Under this program each
selected participant will generally have the right, by prior irrevocable
election, to defer up to six percent (6%) of his or her compensation for each
calendar year for which the election is in effect, after the participant has
contributed the maximum dollar amount which may be contributed on the
participant's behalf to the Savings Program for that year in compliance with the
applicable limitations of Internal Revenue Code Section 402(g)(1) or, if
earlier, when the participant's compensation has reached the limit established
by 401(a)(17). For participants at the level of Vice President or above,
participants may defer up to 6% of that portion of their compensation that would
otherwise be eligible for deferral under the Savings Program but is payable
before the participant becomes eligible for both deferral and matching
contributions under the Savings Program. In addition, this program will
supplement the matching contribution allocated to the participant's account each

                                      II-1
<PAGE>

year under the Savings Program by providing such individual with a supplemental
matching contribution equal to seventy-five percent (75%) (or, if different, the
percentage rate of matching contributions under the Savings Program) of such
participant's Supplemental Savings Deferral.

          SUPPLEMENTAL PENSION PLAN CONTRIBUTIONS. This program will supplement
the pension contribution credited to the participant's "Pension Plan" account
each year by providing such individual with the actuarial equivalent of the
amount which would have otherwise been allocated to his or her Pension Plan
account had that allocation not been reduced by reason of the compensation
limitation imposed under Internal Revenue Code Sections 401(a)(17) and/or 415.

          BASIC SALARY, BONUS AND OFFICER BENEFIT CREDIT DEFERRALS. This program
will permit the participant, by prior irrevocable election, to defer, on a pay
period basis, (i) any whole percentage or whole dollar amount of his or her base
salary (not exceeding 60% of the participant's base salary), (ii) any whole
percentage or whole dollar amount of the cash portion of the participant's
annual bonus, and (iii) his or her officer benefit credit attributable to a car
allowance. A participant may be permitted to make a separate election with
respect to the portion of the participant's annual bonus that would otherwise be
payable in the form of restricted stock or share rights relating to the
Company's Common Stock.

     In addition, amounts earned pursuant to any special compensation
arrangement entered into between the participant and the Registrant for the
payment of non-qualified deferred compensation ("Special Deferred Compensation
Arrangements") may be credited to such participant's account under the Plan.

     ACCOUNTS. The Registrant will establish on its books and records a special
account for each individual for whom compensation is deferred or to whom a
benefit is allocated under the Plan. However, the Registrant's obligation to pay
the balance credited to such account will at all times be an unfunded and
unsecured obligation and rank on parity with other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding. However, because
the Registrant is a parent company, the right of the Registrant, hence the right
of creditors of the Registrant (including participants in the Plan), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Registrant itself as a creditor of the subsidiary may be recognized. The
Registrant will be under no obligation to establish any trust, escrow
arrangement or other fiduciary relationship for the purpose of segregating funds
for the payment of the account balances maintained under the Plans. Although the
Registrant may establish a so-called "rabbi trust" in order to accumulate a
reserve for satisfying its liabilities under the Plan, no participant will have
any beneficial interest in those trust assets, and the assets will be available
for the satisfaction of creditor claims in the event of the Registrant's
insolvency or bankruptcy.

     The Registrant's obligations under the Plan are not convertible into any
other security of the Registrant and will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the
Registrant. No trustee has been appointed having authority to take action with
respect to such obligations and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
obligations, enforcing covenants and taking action upon a default.

     INVESTMENT RETURN. The balance credited to each participant's account under
the Plan will be credited with earnings, at periodic intervals, at a rate equal
to the actual rate of return for such period of an investment fund or funds or
index or indices selected by such participant from the range of investment
vehicles offered under the Savings Program. Unless the Committee determines
otherwise, any deferral attributable to a participant's annual bonus payable in
the form of restricted stock or share rights relating to the Company's Common
Stock will be deemed to be invested in the Company Common Stock fund under the
Plan until the amounts vest, after which time the participant may direct its
investment.

     VESTING. Except as otherwise provided, each participant under the Plan will
at all times be 100% vested in that portion of his or her account balance
attributable to (i) Supplemental Savings Program Deferrals and (ii) Basic
Salary, Bonus and /or Officer Benefit Credit Deferrals, unless an item of
compensation deferred under the Plan would have been subject to vesting
requirements if not deferred, in which case that portion of the participant's
accounts attributable to such item shall be subject to such additional vesting
requirements. The participant will vest in that portion of his or her account
balance attributable to Supplemental Pension Plan Contributions and Special
Deferred Compensation

                                      II-2
<PAGE>

Arrangements in accordance with the vesting schedule in effect under the Pension
Plan and any Special Deferred Compensation Arrangement.

     DISTRIBUTION. The vested account balance under the Plan will become
payable, based on the participant's election, upon the occurrence of one of the
following events: (i) the date of the participant's retirement/termination, (ii)
the date of the participant's death, (iii) the date, if any, specified by the
participant in his or her election or (iv) the earliest of any of (i), (ii) or
(iii) above elected by the participant. The vested portion of the participant's
account will be distributed, based on the participant's election, in one of the
following forms: (i) a lump sum, (ii) a series of annual installments, not to
exceed 15, or (iii) a distribution schedule specified by the participant in his
or her election. The account balance may be distributed prior to the time
elected by the participant upon (i) the occurrence of an immediate and heavy
financial need for which the participant does not have any other resources
reasonably available or (ii) the forfeiture by the participant of fifteen
percent (15%) of his or her vested account balance. Accrued benefits may not
otherwise be assigned or alienated, to the maximum extent permitted by law.

     AMENDMENT/TERMINATION. The Plan may be amended or terminated at any time,
but no such plan amendment or termination will adversely affect the benefits
which the participants have accrued to date under the Plan; provided that the
Registrant may make a current distribution of each participant's account upon
plan termination. Otherwise, the Registrant's obligations under the Plan are not
subject to redemption, in whole or in part, prior to the individual payment
dates specified by the participants.

     There is no dollar limit on the total amount of compensation which may be
deferred by participants over the term of the Plan. As of January 22, 2001, the
total dollar amount of the Registrant's outstanding deferred compensation
obligations under the Plan was approximately $40,667,436.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "Delaware Law") empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

     The Registrant's Certificate of Incorporation provides that the liability
of the Registrant's directors to the Registrant or the Registrant's stockholders
for monetary damages for breach of fiduciary duty will be eliminated to the
fullest extent permissible under Delaware law except for (i) breaches of duty of
loyalty; (ii) acts or omissions not in good faith or involving intentional
misconduct or knowing violations of the law; (iii) the payment of unlawful
dividends or unlawful stock repurchases or redemptions; or (iv) transactions in
which a director received an improper personal benefit.

     The effect of these provisions is to eliminate the rights of the Registrant
and its stockholders (through stockholders' derivative suits on behalf of the
Registrant) to recover monetary damages against a director for breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except

                                      II-3
<PAGE>

in certain limited situations. These provisions do not limit or eliminate the
rights of the Registrant 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 will not alter the liability of directors under federal
securities law.

     The Registrant's Bylaws provide that the Registrant will indemnify each
present and former director and officer of the Registrant or a predecessor
company and each of their respective subsidiaries, as such companies exist or
have existed, and such agents of the Registrant as the Board of Directors shall
determine, to the fullest extent provided by Delaware law.

     In addition, the Registrant has entered into indemnification agreements
with its directors and certain officers that provide for the maximum
indemnification permitted by law.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

Item 8. EXHIBITS


EXHIBIT NUMBER      EXHIBIT


      4.1           Restated Certificate of Incorporation of the Registrant.
                    Incorporated by reference to Exhibit 3.1 to the Registrant's
                    Current Report on Form 8-K, filed August 5, 1997.
      4.2           Bylaws of the Registrant, incorporated by reference to
                    Exhibit 4.2 of the Registrant's Registration Statement on
                    Form S-8 (Registration No. 333-90791).
      4.3           Specimen Stock Certificate of the Registrant incorporated by
                    reference to Exhibit 4.4 of Registrant's Registration
                    Statement No. 000-13083 on Form 8-B.
      5.1           Internal Revenue Service determination letter, dated
                    November 8, 1995, that the WellPoint Health Networks Inc.
                    Salary Deferral Savings Program (now known as the 401(k)
                    Retirement Savings Plan) is qualified under Section 401 of
                    the Internal Revenue Code. Incorporated by reference to
                    Exhibit 5.2 of Registrant's Registration Statement on Form
                    S-8 (Registration No. 333-05111).
      5.2           Opinion of Thomas C. Geiser, Esq.
     23.1           Consent of PricewaterhouseCoopers LLP.
     23.2           Consent of Thomas C. Geiser, Esq. (Included in Exhibit 5.2)
     24             Power of Attorney. Reference is made to the signature page
                    of this Registration Statement.
     99.1           The 401(k) Retirement Savings Plan, as amended through
                    January 1, 2001.


                                      II-4
<PAGE>

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, and (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 clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into the Registration Statement; and (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; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

          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 into 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-5
<PAGE>


                                   SIGNATURES

          REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Thousand Oaks, State of California, on
this February 8, 2001.

                                         WELLPOINT HEALTH NETWORKS INC.


                                         By: /s/ LEONARD D. SCHAEFFER
                                            ------------------------------
                                            Leonard D. Schaeffer
                                            Chairman of the Board and
                                            Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of WellPoint Health
Networks Inc., a Delaware corporation, do hereby constitute and appoint Leonard
D. Schaeffer, Chairman of the Board of Directors and Chief Executive Officer and
Thomas C. Geiser, Esq., Executive Vice President, General Counsel and Secretary,
or any one of them, the lawful attorney-in-fact and agent, each with full power
and authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent determines may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulation or requirements of the
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURES                                  TITLE                                       DATE
----------                                  -----                                       ----
<S>                                        <C>                                        <C>
/s/ LEONARD D. SCHAEFFER                    Chairman of the Board of Directors          February 8, 2001
----------------------------                and Chief Executive Officer
Leonard D. Schaeffer                        (Principal Executive Officer)


/s/ DAVID C. COLBY                          Executive Vice President and                February 8, 2001
--------------------------------------      Chief Financial Officer (Principal
David C. Colby                              Financial Officer)

</TABLE>

                                      II-6
<PAGE>

<TABLE>
<CAPTION>


SIGNATURES                                  TITLE                                       DATE
----------                                  -----                                       ----
<S>                                        <C>                                        <C>


/s/ KENNETH C. ZUREK                        Senior Vice President, Controller          February 8, 2001
--------------------------------------      and Taxation
Kenneth C. Zurek


/s/ W. TOLIVER BESSON                       Director                                   February 8, 2001
--------------------------------------
W. Toliver Besson, Esq.


/s/ ROGER E. BIRK                           Director                                   February 8, 2001
--------------------------------------
Roger E. Birk


/s/ SHEILA P. BURKE                         Director                                   February 8, 2001
--------------------------------------
Sheila P. Burke


/s/ STEPHEN L. DAVENPORT                    Director                                   February 8, 2001
--------------------------------------
Stephen L. Davenport


/s/ JULIE A. HILL                           Director                                   February 8, 2001
--------------------------------------
Julie A. Hill


/s/ ELIZABETH A. SANDERS                    Director                                   February 8, 2001
--------------------------------------
Elizabeth A. Sanders

</TABLE>

                                      II-7

<PAGE>


     401(k) RETIREMENT SAVINGS PROGRAM. Pursuant to the requirements of the
Securities Act of 1933, as amended, the 401(k) Retirement Savings Program of
WellPoint Health Networks Inc. has caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Thousand Oaks, State of California, on this February 8, 2001.

                                            401(k) RETIREMENT SAVINGS PROGRAM OF
                                            WELLPOINT HEALTH NETWORKS INC.


                                            By: /s/ THOMAS C. GEISER
                                                --------------------------------
                                                Thomas C. Geiser

                                      II-8
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2001
                                                     REGISTRATION NO. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         WELLPOINT HEALTH NETWORKS INC.
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                           95-4635504
 (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                                 1 WELLPOINT WAY
                             THOUSAND OAKS, CA 91362
               (Address of principal executive offices) (zip code)

                            1999 STOCK INCENTIVE PLAN
       401(k) RETIREMENT SAVINGS PROGRAM OF WELLPOINT HEALTH NETWORKS INC.
      WELLPOINT HEALTH NETWORKS INC. COMPREHENSIVE EXECUTIVE NON-QUALIFIED
                                RETIREMENT PLAN

                            (Full title of the plans)

                             THOMAS C. GEISER, ESQ.
                  Executive Vice President and General Counsel
                         WellPoint Health Networks Inc.
                    1 WellPoint Way, Thousand Oaks, CA 91362
                     (Name and address of agent for service)
                                 (818) 703-4000
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                              Barry W. Homer, Esq.
                         Brobeck, Phleger & Harrison LLP
                                One Market Plaza
                               Spear Street Tower
                         San Francisco, California 94105

This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act of 1933 and Rule 462 thereunder.
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                                    Proposed              Proposed
                Title of                                             Maximum              Maximum
               Securities                       Amount              Offering             Aggregate          Amount of
                 to be                          to be                 Price               Offering        Registration
               Registered                   Registered (2)        per Share (3)            Price               Fee
----------------------------------------- ------------------- ---------------------- ------------------- ----------------
Common Stock, $.01 par value,
issued pursuant to:

1999 Stock Incentive Plan                      1,273,054             $99.73            $126,961,676        $31,740.42
401(k) Retirement Savings Program of
WellPoint Health Networks Inc. (1)             1,000,000             $99.73            $ 99,730,000        $24,932.50

Deferred Compensation Obligations (4)        $50,000,000              100%             $ 50,000,000(5)     $   12,500

===========================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the 401(k) Retirement Savings
     Program of WellPoint Health Networks Inc.

(2)  This Registration Statement also covers any additional shares of Common
     Stock that are acquired under the employee benefit plans listed above by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the Registrant's outstanding shares
     of Common Stock.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933 on the basis of the average of the high and low
     selling price per share of Common Stock of WellPoint Health Networks Inc.
     on February 2, 2001, as reported by the New York Stock Exchange.

(4)  The deferred compensation obligations are unsecured obligations of the
     Registrant to pay deferred compensation in the future in accordance with
     the terms of the Registrant's Comprehensive Executive Non-qualified
     Retirement Plan.

(5)  Estimated solely for purposes of determining the registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents of the Registrant filed with the Commission (File
No. 001-13803) are incorporated by reference:

     (a)  The Registrant's Registration Statement on Form 8-B filed on June 12,
          1997, pursuant to Section 12(g) of the Exchange Act;

     (b)  The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1999;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the quarters ended
          March 31, 2000, June 30, 2000 and September 30, 2000;

     (d)  The Registrant's Current Report on Form 8-K dated September 1, 2000;
          and

     (e)  The 401(k) Retirement Savings Program's latest annual report on Form
          11-K filed with the Commission on June 27, 2000.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which designates 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 date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 subsequently filed document which also is deemed to
be incorporated by reference herein 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

     This Registration Statement relates, among other things, to deferred
compensation obligations of the Registrant outstanding under the Registrant's
Comprehensive Executive Non-qualified Retirement Plan (the "Plan"). The Plan is
a non-qualified deferred compensation program under the Internal Revenue Code
which is designed to operate in conjunction with the Registrant's Pension
Accumulation Plan (the "Pension Plan") and the Registrant's 401(k) Retirement
Savings Program (the "Savings Program").

The principal features of the Plan may be summarized as follows:

     STRUCTURE. The Plan is comprised of three separate programs

          SUPPLEMENTAL SAVINGS PROGRAM DEFERRALS. Under this program each
selected participant will generally have the right, by prior irrevocable
election, to defer up to six percent (6%) of his or her compensation for each
calendar year for which the election is in effect, after the participant has
contributed the maximum dollar amount which may be contributed on the
participant's behalf to the Savings Program for that year in compliance with the
applicable limitations of Internal Revenue Code Section 402(g)(1) or, if
earlier, when the participant's compensation has reached the limit established
by 401(a)(17). For participants at the level of Vice President or above,
participants may defer up to 6% of that portion of their compensation that would
otherwise be eligible for deferral under the Savings Program but is payable
before the participant becomes eligible for both deferral and matching
contributions under the Savings Program. In addition, this program will
supplement the matching contribution allocated to the participant's account each

                                      II-1
year under the Savings Program by providing such individual with a supplemental
matching contribution equal to seventy-five percent (75%) (or, if different, the
percentage rate of matching contributions under the Savings Program) of such
participant's Supplemental Savings Deferral.

          SUPPLEMENTAL PENSION PLAN CONTRIBUTIONS. This program will supplement
the pension contribution credited to the participant's "Pension Plan" account
each year by providing such individual with the actuarial equivalent of the
amount which would have otherwise been allocated to his or her Pension Plan
account had that allocation not been reduced by reason of the compensation
limitation imposed under Internal Revenue Code Sections 401(a)(17) and/or 415.

          BASIC SALARY, BONUS AND OFFICER BENEFIT CREDIT DEFERRALS. This program
will permit the participant, by prior irrevocable election, to defer, on a pay
period basis, (i) any whole percentage or whole dollar amount of his or her base
salary (not exceeding 60% of the participant's base salary), (ii) any whole
percentage or whole dollar amount of the cash portion of the participant's
annual bonus, and (iii) his or her officer benefit credit attributable to a car
allowance. A participant may be permitted to make a separate election with
respect to the portion of the participant's annual bonus that would otherwise be
payable in the form of restricted stock or share rights relating to the
Company's Common Stock.

     In addition, amounts earned pursuant to any special compensation
arrangement entered into between the participant and the Registrant for the
payment of non-qualified deferred compensation ("Special Deferred Compensation
Arrangements") may be credited to such participant's account under the Plan.

     ACCOUNTS. The Registrant will establish on its books and records a special
account for each individual for whom compensation is deferred or to whom a
benefit is allocated under the Plan. However, the Registrant's obligation to pay
the balance credited to such account will at all times be an unfunded and
unsecured obligation and rank on parity with other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding. However, because
the Registrant is a parent company, the right of the Registrant, hence the right
of creditors of the Registrant (including participants in the Plan), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Registrant itself as a creditor of the subsidiary may be recognized. The
Registrant will be under no obligation to establish any trust, escrow
arrangement or other fiduciary relationship for the purpose of segregating funds
for the payment of the account balances maintained under the Plans. Although the
Registrant may establish a so-called "rabbi trust" in order to accumulate a
reserve for satisfying its liabilities under the Plan, no participant will have
any beneficial interest in those trust assets, and the assets will be available
for the satisfaction of creditor claims in the event of the Registrant's
insolvency or bankruptcy.

     The Registrant's obligations under the Plan are not convertible into any
other security of the Registrant and will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the
Registrant. No trustee has been appointed having authority to take action with
respect to such obligations and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
obligations, enforcing covenants and taking action upon a default.

     INVESTMENT RETURN. The balance credited to each participant's account under
the Plan will be credited with earnings, at periodic intervals, at a rate equal
to the actual rate of return for such period of an investment fund or funds or
index or indices selected by such participant from the range of investment
vehicles offered under the Savings Program. Unless the Committee determines
otherwise, any deferral attributable to a participant's annual bonus payable in
the form of restricted stock or share rights relating to the Company's Common
Stock will be deemed to be invested in the Company Common Stock fund under the
Plan until the amounts vest, after which time the participant may direct its
investment.

     VESTING. Except as otherwise provided, each participant under the Plan will
at all times be 100% vested in that portion of his or her account balance
attributable to (i) Supplemental Savings Program Deferrals and (ii) Basic
Salary, Bonus and /or Officer Benefit Credit Deferrals, unless an item of
compensation deferred under the Plan would have been subject to vesting
requirements if not deferred, in which case that portion of the participant's
accounts attributable to such item shall be subject to such additional vesting
requirements. The participant will vest in that portion of his or her account
balance attributable to Supplemental Pension Plan Contributions and Special
Deferred Compensation

                                      II-2
Arrangements in accordance with the vesting schedule in effect under the Pension
Plan and any Special Deferred Compensation Arrangement.

     DISTRIBUTION. The vested account balance under the Plan will become
payable, based on the participant's election, upon the occurrence of one of the
following events: (i) the date of the participant's retirement/termination, (ii)
the date of the participant's death, (iii) the date, if any, specified by the
participant in his or her election or (iv) the earliest of any of (i), (ii) or
(iii) above elected by the participant. The vested portion of the participant's
account will be distributed, based on the participant's election, in one of the
following forms: (i) a lump sum, (ii) a series of annual installments, not to
exceed 15, or (iii) a distribution schedule specified by the participant in his
or her election. The account balance may be distributed prior to the time
elected by the participant upon (i) the occurrence of an immediate and heavy
financial need for which the participant does not have any other resources
reasonably available or (ii) the forfeiture by the participant of fifteen
percent (15%) of his or her vested account balance. Accrued benefits may not
otherwise be assigned or alienated, to the maximum extent permitted by law.

     AMENDMENT/TERMINATION. The Plan may be amended or terminated at any time,
but no such plan amendment or termination will adversely affect the benefits
which the participants have accrued to date under the Plan; provided that the
Registrant may make a current distribution of each participant's account upon
plan termination. Otherwise, the Registrant's obligations under the Plan are not
subject to redemption, in whole or in part, prior to the individual payment
dates specified by the participants.

     There is no dollar limit on the total amount of compensation which may be
deferred by participants over the term of the Plan. As of January 22, 2001, the
total dollar amount of the Registrant's outstanding deferred compensation
obligations under the Plan was approximately $40,667,436.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "Delaware Law") empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

     The Registrant's Certificate of Incorporation provides that the liability
of the Registrant's directors to the Registrant or the Registrant's stockholders
for monetary damages for breach of fiduciary duty will be eliminated to the
fullest extent permissible under Delaware law except for (i) breaches of duty of
loyalty; (ii) acts or omissions not in good faith or involving intentional
misconduct or knowing violations of the law; (iii) the payment of unlawful
dividends or unlawful stock repurchases or redemptions; or (iv) transactions in
which a director received an improper personal benefit.

     The effect of these provisions is to eliminate the rights of the Registrant
and its stockholders (through stockholders' derivative suits on behalf of the
Registrant) to recover monetary damages against a director for breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except

                                      II-3
in certain limited situations. These provisions do not limit or eliminate the
rights of the Registrant 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 will not alter the liability of directors under federal
securities law.

     The Registrant's Bylaws provide that the Registrant will indemnify each
present and former director and officer of the Registrant or a predecessor
company and each of their respective subsidiaries, as such companies exist or
have existed, and such agents of the Registrant as the Board of Directors shall
determine, to the fullest extent provided by Delaware law.

     In addition, the Registrant has entered into indemnification agreements
with its directors and certain officers that provide for the maximum
indemnification permitted by law.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

Item 8. EXHIBITS

EXHIBIT NUMBER      EXHIBIT

      4.1           Restated Certificate of Incorporation of the Registrant.
                    Incorporated by reference to Exhibit 3.1 to the Registrant's
                    Current Report on Form 8-K, filed August 5, 1997.
      4.2           Bylaws of the Registrant, incorporated by reference to
                    Exhibit 4.2 of the Registrant's Registration Statement on
                    Form S-8 (Registration No. 333-90791).
      4.3           Specimen Stock Certificate of the Registrant incorporated by
                    reference to Exhibit 4.4 of Registrant's Registration
                    Statement No. 000-13083 on Form 8-B.
      5.1           Internal Revenue Service determination letter, dated
                    November 8, 1995, that the WellPoint Health Networks Inc.
                    Salary Deferral Savings Program (now known as the 401(k)
                    Retirement Savings Plan) is qualified under Section 401 of
                    the Internal Revenue Code. Incorporated by reference to
                    Exhibit 5.2 of Registrant's Registration Statement on Form
                    S-8 (Registration No. 333-05111).
      5.2           Opinion of Thomas C. Geiser, Esq.
     23.1           Consent of PricewaterhouseCoopers LLP.
     23.2           Consent of Thomas C. Geiser, Esq. (Included in Exhibit 5.2)
     24             Power of Attorney. Reference is made to the signature page
                    of this Registration Statement.
     99.1           The 401(k) Retirement Savings Plan, as amended through
                    January 1, 2001.

                                      II-4
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, and (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 clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into the Registration Statement; and (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; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

          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 into 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-5
SIGNATURES

          REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Thousand Oaks, State of California, on
this February 8, 2001.

                                         WELLPOINT HEALTH NETWORKS INC.

                                         By: /s/ LEONARD D. SCHAEFFER
                                            ------------------------------
                                            Leonard D. Schaeffer
                                            Chairman of the Board and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of WellPoint Health
Networks Inc., a Delaware corporation, do hereby constitute and appoint Leonard
D. Schaeffer, Chairman of the Board of Directors and Chief Executive Officer and
Thomas C. Geiser, Esq., Executive Vice President, General Counsel and Secretary,
or any one of them, the lawful attorney-in-fact and agent, each with full power
and authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent determines may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulation or requirements of the
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES                                  TITLE                                       DATE
----------                                  -----                                       ----
/s/ LEONARD D. SCHAEFFER                    Chairman of the Board of Directors          February 8, 2001
----------------------------                and Chief Executive Officer
Leonard D. Schaeffer                        (Principal Executive Officer)

/s/ DAVID C. COLBY                          Executive Vice President and                February 8, 2001
--------------------------------------      Chief Financial Officer (Principal
David C. Colby                              Financial Officer)
II-6
SIGNATURES                                  TITLE                                       DATE
----------                                  -----                                       ----
/s/ KENNETH C. ZUREK                        Senior Vice President, Controller          February 8, 2001
--------------------------------------      and Taxation
Kenneth C. Zurek

/s/ W. TOLIVER BESSON                       Director                                   February 8, 2001
--------------------------------------
W. Toliver Besson, Esq.

/s/ ROGER E. BIRK                           Director                                   February 8, 2001
--------------------------------------
Roger E. Birk

/s/ SHEILA P. BURKE                         Director                                   February 8, 2001
--------------------------------------
Sheila P. Burke

/s/ STEPHEN L. DAVENPORT                    Director                                   February 8, 2001
--------------------------------------
Stephen L. Davenport

/s/ JULIE A. HILL                           Director                                   February 8, 2001
--------------------------------------
Julie A. Hill

/s/ ELIZABETH A. SANDERS                    Director                                   February 8, 2001
--------------------------------------
Elizabeth A. Sanders
II-7
401(k) RETIREMENT SAVINGS PROGRAM. Pursuant to the requirements of the
Securities Act of 1933, as amended, the 401(k) Retirement Savings Program of
WellPoint Health Networks Inc. has caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Thousand Oaks, State of California, on this February 8, 2001.

                                            401(k) RETIREMENT SAVINGS PROGRAM OF
                                            WELLPOINT HEALTH NETWORKS INC.

                                            By: /s/ THOMAS C. GEISER
                                                --------------------------------
                                                Thomas C. Geiser

                                      II-8