As filed with the Securities and Exchange Commission on ___________, 1996
                                                      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)

            California                                95-3760980
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)               Identification Number)

                               21555 Oxnard Street
                        Woodland Hills, California      91367
               (Address of principal executive offices) (zip code)

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

           WELLPOINT HEALTH NETWORKS INC. EMPLOYEE STOCK PURCHASE PLAN
             WELLPOINT HEALTH NETWORKS INC. STOCK OPTION\AWARD PLAN
            WELLPOINT HEALTH NETWORKS INC. EMPLOYEE STOCK OPTION PLAN
        SALARY DEFERRAL SAVINGS PROGRAM OF WELLPOINT HEALTH NETWORKS, INC
                            (Full title of the plan)

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

                              LEONARD D. SCHAEFFER
                         Chairman of the Board and Chief
                           Executive Officer WELLPOINT
                              HEALTH NETWORKS INC.
              21555 Oxnard Street, Woodland Hills, California 91367
                     (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.
                             William L. Hudson, Esq.
                         Brobeck, Phleger & Harrison LLP
                                One Market Plaza
                               Spear Street Tower
                         San Francisco, California 94105

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

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
====================================================================================================================================
<CAPTION>

                                                              Proposed         Proposed
  Title of                                                     Maximum          Maximum
 Securities                              Amount               Offering         Aggregate         Amount of
   to be                                 to be                 Price           Offering         Registration
Registered (1)                        Registered (2)         per Share (3)      Price (3)           Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>              <C>                <C>    
Common Stock,
$.01 par value, 
issued pursuant to:

</TABLE>


<PAGE>

<TABLE>
<S>                                     <C>                  <C>              <C>               <C>    
WellPoint Health Networks Inc.            400,000            $35.625          $14,250,000       $ 4,914
Employee Stock Purchase Plan            ---------            --------         -----------       ----------

WellPoint Health Networks Inc.          2,600,000            $35.625          $92,625,000       $31,940
Stock Option\Award Plan                 ---------            --------         -----------       ----------

WellPoint Health Networks Inc.          2,000,000            $35.625          $71,250,000       $24,569
Employee Stock Option Plan              ---------            --------         -----------       ---------- 

Salary   Deferral  Savings  Program of    500,000            $35.625          $17,812,500       $ 6,142
WellPoint Health Networks Inc. (1)      ---------            --------         -----------       ----------

====================================================================================================================================
<FN>

(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 Salary Deferral 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  May 30,  1996,  as reported by  the  New York Stock
         Exchange.


</FN>
</TABLE>

<PAGE>



                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Certain Documents by Reference

                  The  Registrant  hereby  incorporates  by reference  into this
Registration  Statement  the  following  documents  previously  filed  with  the
Commission by the Registrant:

         (a)      The Annual Report on Form 10-K for the year ended December 31,
                  1995 and Quarterly  Report of Form 10-Q for the quarter ending
                  March  31,  1996  (File  No.  01-11628)  of  WellPoint  Health
                  Networks Inc., a Delaware  corporation and a subsidiary of the
                  Registrant  ("Old  WellPoint"),  which  was  merged  into  the
                  Registrant,  which was renamed WellPoint Health Networks Inc.,
                  effective May 20, 1996;

         (b)      Old WellPoint's  Current Reports  on Form 8-K dated January 5,
                  1996, February 20, 1996 and March 5, 1996;

         (c)      The  Registrant's  Current  Report  on Form 8-K  dated May 20,
                  1996;

         (d)      The description of the terms, rights and provisions applicable
                  to the  Registrant's  Common Stock  contained in  Registrant's
                  Registration  Statement on Form 8-B, File No.  1-14340,  filed
                  with  the  Commission  on May 20,  1996 and any  amendment  or
                  report  filed for the  purpose of  updating  such  description
                  filed after the date of this Registration Statement; and

         (e)      The  Salary  Deferral  Savings  Program  of  WellPoint  Health
                  Network  Inc.'s  latest  annual report on Form 11-K filed with
                  the Commission on June 29, 1995.

                  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  deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the 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 incorporated in California.  Under Section 317 of the
California  Corporation Code (the "CCC"), a California corporation generally has
the power to indemnify  its present and former  directors  and officers  against
expenses,  judgments,  fines,  settlements  and other amounts  actually paid and
reasonably incurred

                                      II-1.

<PAGE>



by them in  connection  with any  threatened,  pending  or  completed  action or
proceeding  so long as they acted in good faith and in a manner they  reasonably
believed to be in the best  interests  of the  company,  and with respect to any
criminal  action,  they had no  reasonable  cause to believe  their  conduct was
unlawful.

         The Articles of  Incorporation  of the Registrant (the  "Articles") and
the Bylaws of the Registrant (the "Bylaws") provide that the Registrant (i) must
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a director or an officer of the  Registrant or
of a Predecessor Corporation (as defined below) against expenses (including, but
not  limited  to,  attorneys'  fees),  judgments,  fines  and  amounts  paid  in
settlement  actually and  reasonably  incurred by him or her in connection  with
such  proceeding  to the  fullest  extent  and in the  manner  set  forth in and
permitted  by the CCC and any  other  applicable  law,  as from  time to time in
effect and (ii) may  indemnify any person who was or is a party or is threatened
to be made a party to any proceeding, by reason of the fact that he or she is or
was an employee or agent of the Registrant (or a Predecessor Corporation), or is
or was serving at the request of the Registrant (or a Predecessor  Corporation),
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise,  against expenses (including,  but not
limited to,  attorneys' fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection  with such  proceeding to
the extent and in the manner set forth in and permitted by the CCC and any other
applicable law as from time to time in effect.  For purposes of the Articles and
the Bylaws,  "Predecessor  Corporation"  means WellPoint Health Networks Inc., a
Delaware   corporation  ("Old  WellPoint"),   and  its  subsidiaries,   as  such
corporations  existed prior to the effective time of the merger of Old WellPoint
into  Blue  Cross  of   California   (pursuant   to  the  Amended  and  Restated
Recapitalization  Agreement  dated as of March 31,  1995 (the  "Recapitalization
Agreement")  among Blue  Cross of  California,  a  California  nonprofit  public
benefit corporation  ("BCC"),  Old WellPoint and Western Health Partnerships and
Western  Foundation  for Health  Improvement.  The  Registrant  is the surviving
corporation of such merger.

         Section  204(a)(10) of the CCC provides that articles of  incorporation
may, subject to certain  provisos,  contain a provision  eliminating or limiting
the personal  liability of a director for monetary  damages in an action brought
by or in the right of the company for breach of a director's duty to the company
and its  shareholders.  The Articles provide that the liability of the directors
of the Registrant for monetary  damages will be eliminated to the fullest extent
permissible under California law.

         Pursuant  to  the  Recapitalization   Agreement,  from  and  after  the
effective time thereof, and for a period of six years thereafter, the Registrant
will  continue the  indemnification  rights of present and former  directors and
officers of BCC provided for in BCC's charter documents as in effect on the date
immediately  prior to the  conversion of BCC from a non-profit  corporation to a
for-profit  corporation (the "BCC Conversion"),  with respect to indemnification
for acts and omissions occurring prior to the effective time for so long as such
matters  that  have  arisen  prior  to the end of such  six-year  period  remain
outstanding.

         The  Recapitalization  Agreement also provides that, subject to certain
provisos, for three years after the effective time of the merger, the Registrant
will  cause to be  maintained  the  policies  of the  officers'  and  directors'
liability  insurance  maintained  by BCC as in  effect  on the date  immediately
preceding the BCC Conversion  covering the persons who are presently  covered by
such  company's  respective  officers' and  directors'  liability  policies with
respect to actions and omissions  occurring prior to and including the effective
time to the extent available.

         The preceding discussion of the Articles, the Bylaws,  Sections 317 and
204(a)(10) of the CCC and the  Recapitalization  Agreement is not intended to be
exhaustive  and is qualified in its entirety by reference to the  Articles,  the
Bylaws,  Sections  317  and  204(a)(10)  of the  CCC  and  the  Recapitalization
Agreement.



Item 7.  Exemption from Registration Claimed

                  Not Applicable.

                                      II-2.


<PAGE>

Item 8.  Exhibits

Exhibit Number       Exhibit
- -------------        -------

     4.1          Amended and Restated Articles of Incorporation of the Company
                  (Filed as Exhibit 3.1 to the Company's Current Report on Form
                  8-K dated May 20, 1996 and incorporated herein by this
                  reference).
     4.2          Bylaws of the Company (Filed as Exhibit 3.2 to the Company's
                  Current Report on Form 8-K dated May 20, 1996 and incorporated
                  herein by this reference).
     4.3          Agreement of Merger dated as of May 20, 1996 by and among the
                  Company, Old WellPoint, Western Health Partnerships and
                  Western foundation for Health Improvement (Filed as Exhibit
                  3.3 to the Company's Current Report on Form 8-K dated May 20,
                  1996 and incorporated herein by this reference).
     4.4          Share Escrow Agent Agreement (Filed  as  Exhibit 99.4 to the
                  Company's Current Report on Form 8-K dated May 20, 1996 and
                  incorporated herein by this reference).
     4.5          WellPoint Health Networks Inc. Employee Stock Purchase Plan.
     4.6          WellPoint Health Networks Inc. Stock Option\Award Plan.
     4.7          WellPoint Health Networks Inc. Employee Stock Option Plan.
     4.8          Salary Deferral Savings Program of WellPoint Health Networks
                  Inc. 
     5.1          Opinion of Brobeck Phleger & Harrison LLP.
     5.2          Internal Revenue Service determination letter, dated November
                  8, 1995, that the WellPoint Health Networks Inc. Salary
                  Deferral Savings Program is qualified under Section 401 of the
                  Internal Revenue Code.
     23.1         Consent of Coopers & Lybrand L.L.P.
     23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5. 
     24           Power of Attorney. Reference is made to the signature page of
                  this Registration Statement.



Item 9.  Undertakings.


         A. The undersigned  Registrant hereby  undertakes:  (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this registration statement (i) to include any prospectus required by Section
10(a)(3) of the  Securities  Act of 1933,  (ii) to reflect in the prospectus any
facts or events arising after the effective date of the  registration  statement
(or the most recent post-effective amendment thereof) which,  individually or in
the aggregate,  represent a fundamental  change in the  information set forth in
the registration  statement,  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.


                                      II-3.

<PAGE>



         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-4.

<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 Woodland Hills, State of
California, on this 21st day of May, 1996.


                                          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 California 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       May 21, 1996
Leonard D. Schaeffer       and Chief Executive Officer
                           (Principal Executive Officer)

/s/ Howard G. Phanstiel
- ------------------------   Executive Vice President, Finance        May 21, 1996
Howard G. Phanstiel        and Information Services (Principal     
                           Financial Officer)


                                      II-5.

<PAGE>




Signatures                     Title                                    Date
- ----------                     -----                                    ----


/s/ Yon Y. Jorden
- --------------------------   Senior Vice President and              May 21, 1996
Yon Y. Jorden                Chief Financial Officer (Principal   
                             Accounting Officer)

/s/ David R. Banks
- --------------------------   Director                               May 21, 1996
David R. Banks                                                    


/s/ W. Toliver Besson, Esq.
- --------------------------   Director                               May 21, 1996
W. Toliver Besson, Esq.                                           


/s/ Roger E. Birk
- --------------------------   Director                               May 21, 1996
Roger E. Birk                                                  


/s/ Stephen L. Davenport
- --------------------------   Director                               May 21, 1996
Stephen L. Davenport                                            


/s/ Julie A. Hill
- --------------------------   Director                               May 21, 1996
Julie A. Hill                                                  


/s/ Robert T. Knight
- -------------------------    Director                               May 21, 1996
Robert T. Knight                                                


/s/ Elizabeth A. Sanders
- -------------------------    Director                               May 21, 1996
Elizabeth A. Sanders                                          


                  Salary Deferral Savings Program.  Pursuant to the requirements
of the  Securities Act of 1933, as amended,  the 1994  Restatement of 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 Woodland Hills, State of California, on this day
of May 21, 1996.


                                    SALARY DEFERRAL SAVINGS PROGRAM OF WELLPOINT
                                    HEALTH NETWORKS, INC.


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


                                      II-6.

<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                         WELLPOINT HEALTH NETWORKS INC.







                                      II-7.

<PAGE>



                                                   EXHIBIT INDEX


Exhibit
 Number          Exhibit
- -------          -------

  4.1            Amended and Restated  Articles of  Incorporation of the Company
                 (Filed as Exhibit 3.1 to the Company's  Current  Report on Form
                 8-K  dated  May  20,  1996  and  incorporated  herein  by  this
                 reference).
  
  4.2            Bylaws of the Company  (Filed as Exhibit  3.2 to the  Company's
                 Current Report on Form 8-K dated May 20, 1996 and  incorporated
                 herein by this reference).
  
  4.3            Agreement  of Merger  dated as of May 20, 1996 by and among the
                 Company, Old WellPoint, Western Health Partnerships and Western
                 foundation for Health  Improvement (Filed as Exhibit 3.3 to the
                 Company's  Current  Report on Form 8-K  dated May 20,  1996 and
                 incorporated herein by this reference).
      
  4.4            Share  Escrow  Agent  Agreement  (Filed as  Exhibit 99.4 to the
                 Company's  Current Report on Form 8-K dated  May 20,  1996  and
                 incorporated herein by this reference).
                 
  4.5            WellPoint Health Networks Inc. Employee Stock Purchase Plan.
  
  4.6            WellPoint Health Networks Inc. Stock Option\Award Plan
  
  4.7            WellPoint Health Networks Inc. Employee Stock Option Plan
  
  4.8            Salary Deferral  Savings  Program of WellPoint  Health Networks
                 Inc.
  
  5.1            Opinion of Brobeck Phleger & Harrison LLP
  
  5.2            Internal Revenue Service  determination  letter, dated November
                 8,  1995,  that  the  WellPoint  Health  Networks  Inc.  Salary
                 Deferral  Savings Program is qualified under Section 401 of the
                 Internal Revenue Code

 23.1            Consent of Coopers & Lybrand L.L.P.

 23.2            Consent of  Brobeck,  Phleger & Harrison  LLP is  contained  in
                 Exhibit 5.

 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": 28973}]
{"company-data": {"conformed-name": "WELLPOINT HEALTH NETWORKS INC /CA/", "cik": "0001013220", "assigned-sic": "6324", "irs-number": "953760980", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05111", "film-number": "96576338"}, "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 ___________, 1996
                                                      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)

            California                                95-3760980
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)               Identification Number)

                               21555 Oxnard Street
                        Woodland Hills, California      91367
               (Address of principal executive offices) (zip code)

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

           WELLPOINT HEALTH NETWORKS INC. EMPLOYEE STOCK PURCHASE PLAN
             WELLPOINT HEALTH NETWORKS INC. STOCK OPTION\AWARD PLAN
            WELLPOINT HEALTH NETWORKS INC. EMPLOYEE STOCK OPTION PLAN
        SALARY DEFERRAL SAVINGS PROGRAM OF WELLPOINT HEALTH NETWORKS, INC
                            (Full title of the plan)

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

                              LEONARD D. SCHAEFFER
                         Chairman of the Board and Chief
                           Executive Officer WELLPOINT
                              HEALTH NETWORKS INC.
              21555 Oxnard Street, Woodland Hills, California 91367
                     (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.
                             William L. Hudson, 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 (1)                        Registered (2)         per Share (3)      Price (3)           Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value, 
issued pursuant to:
WellPoint Health Networks Inc.            400,000            $35.625          $14,250,000       $ 4,914
Employee Stock Purchase Plan            ---------            --------         -----------       ----------

WellPoint Health Networks Inc.          2,600,000            $35.625          $92,625,000       $31,940
Stock Option\Award Plan                 ---------            --------         -----------       ----------

WellPoint Health Networks Inc.          2,000,000            $35.625          $71,250,000       $24,569
Employee Stock Option Plan              ---------            --------         -----------       ---------- 

Salary   Deferral  Savings  Program of    500,000            $35.625          $17,812,500       $ 6,142
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 Salary Deferral 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  May 30,  1996,  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  Registrant  hereby  incorporates  by reference  into this
Registration  Statement  the  following  documents  previously  filed  with  the
Commission by the Registrant:

         (a)      The Annual Report on Form 10-K for the year ended December 31,
                  1995 and Quarterly  Report of Form 10-Q for the quarter ending
                  March  31,  1996  (File  No.  01-11628)  of  WellPoint  Health
                  Networks Inc., a Delaware  corporation and a subsidiary of the
                  Registrant  ("Old  WellPoint"),  which  was  merged  into  the
                  Registrant,  which was renamed WellPoint Health Networks Inc.,
                  effective May 20, 1996;

         (b)      Old WellPoint's  Current Reports  on Form 8-K dated January 5,
                  1996, February 20, 1996 and March 5, 1996;

         (c)      The  Registrant's  Current  Report  on Form 8-K  dated May 20,
                  1996;

         (d)      The description of the terms, rights and provisions applicable
                  to the  Registrant's  Common Stock  contained in  Registrant's
                  Registration  Statement on Form 8-B, File No.  1-14340,  filed
                  with  the  Commission  on May 20,  1996 and any  amendment  or
                  report  filed for the  purpose of  updating  such  description
                  filed after the date of this Registration Statement; and

         (e)      The  Salary  Deferral  Savings  Program  of  WellPoint  Health
                  Network  Inc.'s  latest  annual report on Form 11-K filed with
                  the Commission on June 29, 1995.

                  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  deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the 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 incorporated in California.  Under Section 317 of the
California  Corporation Code (the "CCC"), a California corporation generally has
the power to indemnify  its present and former  directors  and officers  against
expenses,  judgments,  fines,  settlements  and other amounts  actually paid and
reasonably incurred

                                      II-1.
by them in  connection  with any  threatened,  pending  or  completed  action or
proceeding  so long as they acted in good faith and in a manner they  reasonably
believed to be in the best  interests  of the  company,  and with respect to any
criminal  action,  they had no  reasonable  cause to believe  their  conduct was
unlawful.

         The Articles of  Incorporation  of the Registrant (the  "Articles") and
the Bylaws of the Registrant (the "Bylaws") provide that the Registrant (i) must
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a director or an officer of the  Registrant or
of a Predecessor Corporation (as defined below) against expenses (including, but
not  limited  to,  attorneys'  fees),  judgments,  fines  and  amounts  paid  in
settlement  actually and  reasonably  incurred by him or her in connection  with
such  proceeding  to the  fullest  extent  and in the  manner  set  forth in and
permitted  by the CCC and any  other  applicable  law,  as from  time to time in
effect and (ii) may  indemnify any person who was or is a party or is threatened
to be made a party to any proceeding, by reason of the fact that he or she is or
was an employee or agent of the Registrant (or a Predecessor Corporation), or is
or was serving at the request of the Registrant (or a Predecessor  Corporation),
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise,  against expenses (including,  but not
limited to,  attorneys' fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection  with such  proceeding to
the extent and in the manner set forth in and permitted by the CCC and any other
applicable law as from time to time in effect.  For purposes of the Articles and
the Bylaws,  "Predecessor  Corporation"  means WellPoint Health Networks Inc., a
Delaware   corporation  ("Old  WellPoint"),   and  its  subsidiaries,   as  such
corporations  existed prior to the effective time of the merger of Old WellPoint
into  Blue  Cross  of   California   (pursuant   to  the  Amended  and  Restated
Recapitalization  Agreement  dated as of March 31,  1995 (the  "Recapitalization
Agreement")  among Blue  Cross of  California,  a  California  nonprofit  public
benefit corporation  ("BCC"),  Old WellPoint and Western Health Partnerships and
Western  Foundation  for Health  Improvement.  The  Registrant  is the surviving
corporation of such merger.

         Section  204(a)(10) of the CCC provides that articles of  incorporation
may, subject to certain  provisos,  contain a provision  eliminating or limiting
the personal  liability of a director for monetary  damages in an action brought
by or in the right of the company for breach of a director's duty to the company
and its  shareholders.  The Articles provide that the liability of the directors
of the Registrant for monetary  damages will be eliminated to the fullest extent
permissible under California law.

         Pursuant  to  the  Recapitalization   Agreement,  from  and  after  the
effective time thereof, and for a period of six years thereafter, the Registrant
will  continue the  indemnification  rights of present and former  directors and
officers of BCC provided for in BCC's charter documents as in effect on the date
immediately  prior to the  conversion of BCC from a non-profit  corporation to a
for-profit  corporation (the "BCC Conversion"),  with respect to indemnification
for acts and omissions occurring prior to the effective time for so long as such
matters  that  have  arisen  prior  to the end of such  six-year  period  remain
outstanding.

         The  Recapitalization  Agreement also provides that, subject to certain
provisos, for three years after the effective time of the merger, the Registrant
will  cause to be  maintained  the  policies  of the  officers'  and  directors'
liability  insurance  maintained  by BCC as in  effect  on the date  immediately
preceding the BCC Conversion  covering the persons who are presently  covered by
such  company's  respective  officers' and  directors'  liability  policies with
respect to actions and omissions  occurring prior to and including the effective
time to the extent available.

         The preceding discussion of the Articles, the Bylaws,  Sections 317 and
204(a)(10) of the CCC and the  Recapitalization  Agreement is not intended to be
exhaustive  and is qualified in its entirety by reference to the  Articles,  the
Bylaws,  Sections  317  and  204(a)(10)  of the  CCC  and  the  Recapitalization
Agreement.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

                                      II-2.
Item 8.  Exhibits

Exhibit Number       Exhibit
- -------------        -------

     4.1          Amended and Restated Articles of Incorporation of the Company
                  (Filed as Exhibit 3.1 to the Company's Current Report on Form
                  8-K dated May 20, 1996 and incorporated herein by this
                  reference).
     4.2          Bylaws of the Company (Filed as Exhibit 3.2 to the Company's
                  Current Report on Form 8-K dated May 20, 1996 and incorporated
                  herein by this reference).
     4.3          Agreement of Merger dated as of May 20, 1996 by and among the
                  Company, Old WellPoint, Western Health Partnerships and
                  Western foundation for Health Improvement (Filed as Exhibit
                  3.3 to the Company's Current Report on Form 8-K dated May 20,
                  1996 and incorporated herein by this reference).
     4.4          Share Escrow Agent Agreement (Filed  as  Exhibit 99.4 to the
                  Company's Current Report on Form 8-K dated May 20, 1996 and
                  incorporated herein by this reference).
     4.5          WellPoint Health Networks Inc. Employee Stock Purchase Plan.
     4.6          WellPoint Health Networks Inc. Stock Option\Award Plan.
     4.7          WellPoint Health Networks Inc. Employee Stock Option Plan.
     4.8          Salary Deferral Savings Program of WellPoint Health Networks
                  Inc. 
     5.1          Opinion of Brobeck Phleger & Harrison LLP.
     5.2          Internal Revenue Service determination letter, dated November
                  8, 1995, that the WellPoint Health Networks Inc. Salary
                  Deferral Savings Program is qualified under Section 401 of the
                  Internal Revenue Code.
     23.1         Consent of Coopers & Lybrand L.L.P.
     23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5. 
     24           Power of Attorney. Reference is made to the signature page of
                  this Registration Statement.

Item 9.  Undertakings.

         A. The undersigned  Registrant hereby  undertakes:  (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this registration statement (i) to include any prospectus required by Section
10(a)(3) of the  Securities  Act of 1933,  (ii) to reflect in the prospectus any
facts or events arising after the effective date of the  registration  statement
(or the most recent post-effective amendment thereof) which,  individually or in
the aggregate,  represent a fundamental  change in the  information set forth in
the registration  statement,  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.

                                      II-3.
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-4.
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 Woodland Hills, State of
California, on this 21st day of May, 1996.

                                          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 California 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       May 21, 1996
Leonard D. Schaeffer       and Chief Executive Officer
                           (Principal Executive Officer)

/s/ Howard G. Phanstiel
- ------------------------   Executive Vice President, Finance        May 21, 1996
Howard G. Phanstiel        and Information Services (Principal     
                           Financial Officer)

                                      II-5.
Signatures                     Title                                    Date
- ----------                     -----                                    ----

/s/ Yon Y. Jorden
- --------------------------   Senior Vice President and              May 21, 1996
Yon Y. Jorden                Chief Financial Officer (Principal   
                             Accounting Officer)

/s/ David R. Banks
- --------------------------   Director                               May 21, 1996
David R. Banks                                                    

/s/ W. Toliver Besson, Esq.
- --------------------------   Director                               May 21, 1996
W. Toliver Besson, Esq.                                           

/s/ Roger E. Birk
- --------------------------   Director                               May 21, 1996
Roger E. Birk                                                  

/s/ Stephen L. Davenport
- --------------------------   Director                               May 21, 1996
Stephen L. Davenport                                            

/s/ Julie A. Hill
- --------------------------   Director                               May 21, 1996
Julie A. Hill                                                  

/s/ Robert T. Knight
- -------------------------    Director                               May 21, 1996
Robert T. Knight                                                

/s/ Elizabeth A. Sanders
- -------------------------    Director                               May 21, 1996
Elizabeth A. Sanders                                          

                  Salary Deferral Savings Program.  Pursuant to the requirements
of the  Securities Act of 1933, as amended,  the 1994  Restatement of 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 Woodland Hills, State of California, on this day
of May 21, 1996.

                                    SALARY DEFERRAL SAVINGS PROGRAM OF WELLPOINT
                                    HEALTH NETWORKS, INC.

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

                                      II-6.
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                         WELLPOINT HEALTH NETWORKS INC.

                                      II-7.
EXHIBIT INDEX

Exhibit
 Number          Exhibit
- -------          -------

  4.1            Amended and Restated  Articles of  Incorporation of the Company
                 (Filed as Exhibit 3.1 to the Company's  Current  Report on Form
                 8-K  dated  May  20,  1996  and  incorporated  herein  by  this
                 reference).
  
  4.2            Bylaws of the Company  (Filed as Exhibit  3.2 to the  Company's
                 Current Report on Form 8-K dated May 20, 1996 and  incorporated
                 herein by this reference).
  
  4.3            Agreement  of Merger  dated as of May 20, 1996 by and among the
                 Company, Old WellPoint, Western Health Partnerships and Western
                 foundation for Health  Improvement (Filed as Exhibit 3.3 to the
                 Company's  Current  Report on Form 8-K  dated May 20,  1996 and
                 incorporated herein by this reference).
      
  4.4            Share  Escrow  Agent  Agreement  (Filed as  Exhibit 99.4 to the
                 Company's  Current Report on Form 8-K dated  May 20,  1996  and
                 incorporated herein by this reference).
                 
  4.5            WellPoint Health Networks Inc. Employee Stock Purchase Plan.
  
  4.6            WellPoint Health Networks Inc. Stock Option\Award Plan
  
  4.7            WellPoint Health Networks Inc. Employee Stock Option Plan
  
  4.8            Salary Deferral  Savings  Program of WellPoint  Health Networks
                 Inc.
  
  5.1            Opinion of Brobeck Phleger & Harrison LLP
  
  5.2            Internal Revenue Service  determination  letter, dated November
                 8,  1995,  that  the  WellPoint  Health  Networks  Inc.  Salary
                 Deferral  Savings Program is qualified under Section 401 of the
                 Internal Revenue Code

 23.1            Consent of Coopers & Lybrand L.L.P.

 23.2            Consent of  Brobeck,  Phleger & Harrison  LLP is  contained  in
                 Exhibit 5.

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