<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
                                                    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)

                                 -------------

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

                            (Full title of the plan)
                                 -------------

                             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                    Amount           Maximum         Maximum
      Securities                    to be          Offering        Aggregate      Amount of
         to be                    Registered          Price         Offering     Registration
     Registered (1)                   (2)         per Share (3)     Price (3)         Fee
--------------------------------------------------------------------------------------------
<S>                               <C>             <C>              <C>           <C>
Common Stock, $.01 par value,
issued pursuant to:
  401(k) Retirement Savings        500,000        $63.44          $31,720,000    $8,818.16
  Program of WellPoint
  Health Networks Inc. (1)

--------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


(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 November 8, 1999, as reported by the New York Stock Exchange.


<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, 1998;

(c)      The Registrant's Quarterly Report on Form 10-Q for the quarters ended
              March 31, 1999 and June 30, 1999; and

(d)      The 401(k) Retirement Savings Program's latest annual report on
              Form 11-K filed with the Commission on June 29, 1999.

         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

         Not applicable.

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

                                     II-1
<PAGE>

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 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.

         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 Program) 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).

         23.1     Consent of PricewaterhouseCoopers LLP

         24       Power of Attorney. Reference is made to the signature page of
                  this Registration

                                     II-2
<PAGE>

                  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, 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-3

<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 10th
day of November, 1999.

                         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        November 10, 1999
------------------------     and Chief Executive Officer
Leonard D. Schaeffer         (Principal Executive Officer)


 /s/ David C. Colby          Executive Vice President and              November 10, 1999
------------------------  -  Chief Financial Officer (Principal
David C. Colby               Financial Officer)
</TABLE>

                                     II-4

<PAGE>

<TABLE>
<CAPTION>

<S>                          <C>                                       <C>
Signatures                          Title                                 Date
----------                          -----                                 ----

/s/ S. Louise McCrary     -  Senior Vice President and                 November 10, 1999
---------------------        Chief Accounting Officer
S. Louise McCrary            (Principal Accounting Officer)


/s/ W. Toliver Besson     -  Director                                  November 10, 1999
---------------------
W. Toliver Besson, Esq.


/s/ Roger E. Birk         -  Director                                  November 10, 1999
-----------------
Roger E. Birk


/s/ Sheila P. Burke       -  Director                                  November 10, 1999
-------------------
Sheila P. Burke


/s/ Stephen L. Davenport  -   Director                                 November 10, 1999
------------------------
Stephen L. Davenport


/s/ Julie A. Hill         -   Director                                 November 10, 1999
------------------------
Julie A. Hill


/s/ Elizabeth A. Sanders  -   Director                                 November 10, 1999
------------------------
Elizabeth A. Sanders
</TABLE>
                                     II-5


<PAGE>

         SALARY DEFERRAL SAVINGS PROGRAM. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Salary Deferral 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 Oak, State of California, on this 10th day of November, 1999.


                                    SALARY DEFERRAL SAVINGS PROGRAM OF WELLPOINT
                                    HEALTH NETWORKS INC.


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

<PAGE>


                                  EXHIBIT INDEX


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.

      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).

     23.1         Consent of PricewaterhouseCoopers LLP

     24           Power of Attorney. Reference is made to the signature page of
                  this Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21708}]
{"company-data": {"conformed-name": "WELLPOINT HEALTH NETWORKS INC /DE/", "cik": "0001013220", "assigned-sic": "6324", "irs-number": "954635504", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90791", "film-number": "99748612"}, "business-address": {"street1": "21555 OXNARD STREET", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367", "phone": "8187034000"}, "mail-address": {"street1": "21355 OXNARD STREET", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367"}, "former-company": [{"former-conformed-name": "BLUE CROSS OF CALIFORNIA /CA/", "date-changed": "19960508"}, {"former-conformed-name": "BLUE CROSS OF CALIFORNIA   /CA/", "date-changed": "19960430"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
                                                    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)

                                 -------------

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

                            (Full title of the plan)
                                 -------------

                             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                    Amount           Maximum         Maximum
      Securities                    to be          Offering        Aggregate      Amount of
         to be                    Registered          Price         Offering     Registration
     Registered (1)                   (2)         per Share (3)     Price (3)         Fee
--------------------------------------------------------------------------------------------
Common Stock, $.01 par value,
issued pursuant to:
  401(k) Retirement Savings        500,000        $63.44          $31,720,000    $8,818.16
  Program of WellPoint
  Health Networks Inc. (1)

--------------------------------------------------------------------------------------------
(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 November 8, 1999, as reported by the New York Stock Exchange.
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, 1998;

(c)      The Registrant's Quarterly Report on Form 10-Q for the quarters ended
              March 31, 1999 and June 30, 1999; and

(d)      The 401(k) Retirement Savings Program's latest annual report on
              Form 11-K filed with the Commission on June 29, 1999.

         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

         Not applicable.

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

                                     II-1
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 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.

         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 Program) 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).

         23.1     Consent of PricewaterhouseCoopers LLP

         24       Power of Attorney. Reference is made to the signature page of
                  this Registration

                                     II-2
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, 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-3
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 10th
day of November, 1999.

                         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        November 10, 1999
------------------------     and Chief Executive Officer
Leonard D. Schaeffer         (Principal Executive Officer)

 /s/ David C. Colby          Executive Vice President and              November 10, 1999
------------------------  -  Chief Financial Officer (Principal
David C. Colby               Financial Officer)
II-4
Signatures                          Title                                 Date
----------                          -----                                 ----

/s/ S. Louise McCrary     -  Senior Vice President and                 November 10, 1999
---------------------        Chief Accounting Officer
S. Louise McCrary            (Principal Accounting Officer)

/s/ W. Toliver Besson     -  Director                                  November 10, 1999
---------------------
W. Toliver Besson, Esq.

/s/ Roger E. Birk         -  Director                                  November 10, 1999
-----------------
Roger E. Birk

/s/ Sheila P. Burke       -  Director                                  November 10, 1999
-------------------
Sheila P. Burke

/s/ Stephen L. Davenport  -   Director                                 November 10, 1999
------------------------
Stephen L. Davenport

/s/ Julie A. Hill         -   Director                                 November 10, 1999
------------------------
Julie A. Hill

/s/ Elizabeth A. Sanders  -   Director                                 November 10, 1999
------------------------
Elizabeth A. Sanders
II-5
SALARY DEFERRAL SAVINGS PROGRAM. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Salary Deferral 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 Oak, State of California, on this 10th day of November, 1999.

                                    SALARY DEFERRAL SAVINGS PROGRAM OF WELLPOINT
                                    HEALTH NETWORKS INC.

                                    By: /s/ Thomas C. Geiser
                                        --------------------
EXHIBIT INDEX

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.

      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).

     23.1         Consent of PricewaterhouseCoopers LLP

     24           Power of Attorney. Reference is made to the signature page of
                  this Registration Statement.