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                                                             EXHIBIT 10.39


                         WELLPOINT HEALTH NETWORKS INC.
                              MANAGEMENT BONUS PLAN

                        (EFFECTIVE AS OF JANUARY 1, 2000)

A.   PURPOSE AND OBJECTIVES

     The Management Bonus Plan (the "Plan") of WellPoint Health Networks Inc.
     (the "Company" or "WellPoint") is intended to provide financial rewards to
     eligible employees ("Participants") for achieving performance expectations
     based upon a combination of corporate measures. The Plan is designed to
     allow business groups and business units to focus on and reward employees
     for the appropriate financial and/or performance objectives. The Plan is
     aligned with corporate, business group and business unit objectives and,
     ultimately, performance.

B.   EFFECTIVE DATE

     The Plan is effective as of January 1, 2000. This Plan supersedes all prior
     corporate incentive plans or similar plans maintained by WellPoint (other
     than the 1999 Executive Officer Annual Incentive Plan) and shall remain in
     effect until modified or terminated by WellPoint.

C.   DEFINITIONS

     1.   ADMINISTRATOR means the Chief Executive Officer of the Company, or the
          person(s) to whom the CEO has delegated authority to administer the
          Plan.

     2.   AFFILIATE means an entity that is linked to the Company by a 50% or
          greater chain of ownership, as determined pursuant to the Internal
          Revenue Code Sections 414(b) and 414(c) or as otherwise determined
          from time to time by the Administrator.

     3.   BONUS means an award made under the Plan based on satisfaction during
          the Plan Period of the applicable Performance Measures.

     4.   CEO means the Chief Executive Officer of WellPoint Health Networks
          Inc.

     5.   COMPANY means WellPoint Health Networks Inc. and its Affiliates,
          unless designated otherwise.

     6.   PARTICIPANT means an eligible employee selected to participate in the
          Plan.

     7.   PERFORMANCE MEASURES are the measures with respect to which the
          performance of a Participant is assessed, based on his or her position
          and level of impact or influence on corporate performance.

     8.   PLAN means this WellPoint Health Networks Inc. Management Bonus Plan,
          as amended from time to time.


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                         WELLPOINT HEALTH NETWORKS INC.

                              MANAGEMENT BONUS PLAN

                        (EFFECTIVE AS OF JANUARY 1, 2000)

     9.   PLAN PERIOD means the calendar year. Each Plan Period begins on
          January 1, and unless otherwise provided by the Company, a new Plan
          Period will begin each subsequent calendar year until the Plan is
          terminated. Unless otherwise determined by the Administrator, the Plan
          Period is the period for which Bonuses under the Plan are paid.

     10.  SALARY means a Participant's base annual salary as of December 31. In
          cases where a Participant's target bonus changes during the year due
          to promotion or demotion, the qualifying individual will receive a
          Bonus calculation using the target Bonus and base salary prior to the
          promotion and the target Bonus and base salary on December 31, each on
          a pro rata basis.

     11.  TARGET BONUS means a defined percentage of the Participant's base
          salary.

D.   ADMINISTRATION OF THE PLAN: AUTHORITY AND RESPONSIBILITY

     1.   ADMINISTRATOR. The CEO has full discretionary authority to administer
          and interpret the Plan and to determine eligibility for participation
          and for benefits under the terms of the Plan; provided, however, that
          the CEO may delegate all or a portion of this discretionary authority
          to one or more delegates. In this Plan, the term "Administrator" is
          used to refer to the CEO, or if the CEO has delegated authority, to
          the delegate. The Administrator's determinations shall be binding and
          conclusive upon all persons.

     2.   ADMINISTRATOR'S AUTHORITY. The Administrator's authority includes, but
          is not limited to, responsibility for determining the Bonus pool, for
          Bonus payout calculations, for the establishment, interpretation,
          amendment and revocation of rules relating to the Plan, and for the
          resolution of questions and problems arising from Plan operations.

     3.   INDEMNIFICATION. The Administrator shall not be personally liable for
          any claim, action, lawsuit, arbitration or other dispute that arises
          in connection with any action, decision or determination made in
          accordance with the Plan. The Company shall indemnify and hold
          harmless the Administrator for and against any such losses or demands.

     4.   CEO AS PARTICIPANT. Notwithstanding anything to the contrary in this
          Plan document, the determination of whether the CEO is a participant
          in this Plan, all administrative decisions regarding the CEO's Plan
          participation and the value of any Bonus paid to the CEO under this
          Plan shall be made by the Compensation Committee of the Company's
          Board of Directors.

E.   ELIGIBILITY

     Participants shall be selected by the Administrator, based on management
     responsibilities and potential impact upon Company operations before or at
     the beginning of the Plan Period or as otherwise indicated in Section F.
     Participants will be notified of their eligibility and applicable
     Performance Measures annually.


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                         WELLPOINT HEALTH NETWORKS INC.

                              MANAGEMENT BONUS PLAN

                        (EFFECTIVE AS OF JANUARY 1, 2000)

F.   PERSONNEL CHANGES DURING THE PLAN PERIOD

     Employment status changes by a Participant during the Plan Period shall be
     treated in the following manner:

     1.   NEW HIRE, TRANSFER WITHIN THE COMPANY, PROMOTION, ACQUISITIONS. A
          newly hired employee, an employee transferred within the Company or
          promoted during the Plan Period to a position qualifying for
          participation, or employees deemed eligible by the Administrator as a
          result of an acquisition or merger may be recommended for a pro rata
          Bonus based upon the percentage of the Plan Period the employee is in
          an eligible position. To be considered, the employee must hold a
          qualifying position for at least one (1) calendar quarter during the
          Plan Period. Employees newly hired (including as a result of an
          acquisition or merger) or newly promoted after October 1 of any Plan
          Period shall not be eligible for a Bonus for the relevant Plan Period.

     2.   REINSTATEMENTS/REHIRES. An employee who terminates, either voluntarily
          or involuntarily, and is subsequently rehired may be eligible for a
          pro rata Bonus, provided that the reinstated employee held a
          qualifying position in the relevant Plan Period for at least thirteen
          weeks. To be eligible for a Bonus payout, the employee must be an
          active employee at the time the Bonus is paid. The decision to pay a
          Bonus in this situation shall be made at the sole discretion of the
          Administrator.

     3.   DEMOTION. No bonus will be paid to an employee who has been demoted
          during the Plan Period because of performance. If the demotion is due
          to an organization change, or is on a voluntary basis, a full or a pro
          rata Bonus may be made provided the employee is otherwise qualified
          for a Bonus as stated in Section E. The decision to pay a Bonus in
          this situation shall be made at the sole discretion of the
          Administrator and the Bonus, if any, will normally be paid at the time
          set forth in Section H.

     4.   TERMINATION AS A RESULT OF DEATH, PERMANENT DISABILITY, RETIREMENT OR
          FOURTH QUARTER REDUCTION IN FORCE. Participants who terminate
          employment prior to the payment of a Bonus as a result of death,
          permanent disability or retirement, or as a result of a reduction in
          force during the fourth quarter of the Plan Period may receive a pro
          rata Bonus at the sole discretion of the Administrator. These awards,
          if any, will be paid at the time set forth in Section H.

     5.   OTHER TERMINATIONS. A Participant or other employee who is
          involuntarily terminated and/or voluntarily resigns from the Company
          before the Bonus is paid for any Plan Period will not be eligible to
          receive a Bonus for such Plan Period, unless he/she is eligible for an
          award due to reinstatement/rehire.

     6.   LEAVE OF ABSENCE. An employee whose status as an active employee is
          changed during the Plan Period or before the Bonus is actually paid
          due to a leave of absence may be considered for a full or pro rata
          Bonus payment if the employee has been a Plan Participant for at least
          one (1) calendar quarter and is actively employed as of the end of the
          Plan Period and at the time the Bonus is paid. Normally, leaves of
          absence of thirty (30) days or


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                         WELLPOINT HEALTH NETWORKS INC.

                              MANAGEMENT BONUS PLAN

                        (EFFECTIVE AS OF JANUARY 1, 2000)

     less will not affect the Bonus payment. Leaves of absence greater than
     thirty (30) days may result in a pro-rated Bonus. The decision to pay such
     a Bonus in these situations will be made at the sole discretion of the
     Administrator and the Bonus, if any, will be paid at the time set forth in
     Section H.

G.   DETERMINATION OF BONUS AND ELIGIBILITY FOR PAYMENT

     After the completion of the Plan Period (and preliminary financial
     statements are available), the Bonuses shall be calculated by the
     Administrator according to the Plan guidelines. Only employees actively
     employed with the Company on the date the Bonuses are paid, whose overall
     performance appraisal for the Plan Period is "Achieves Expectations" or
     higher (or similar classification used by the Company in the assessment of
     employee performance) are eligible for payment unless otherwise determined
     by Section F.

H.   PAYMENT OF INDIVIDUAL BONUSES

     1.   TIMING AND FORM. Unless otherwise determined by the Administrator,
          Bonuses will be paid on or before the Company's normally occurring pay
          date closest to March 10th of the calendar year following the Plan
          Period. Bonuses will be paid in a lump sum and in cash.

     2.   WITHHOLDING. The Company will deduct the amounts required by law to be
          withheld for federal, state and local income and employment taxes for
          all Bonus payments. In addition to such tax withholding, eligible
          participants in the Company's 401(k) Retirement Savings Plan (the
          "401(k) Plan") will have an amount deducted from his or her Bonus
          payment equal to the elected contribution amount in effect at the time
          of Bonus payment. The Company may provide a match of the 401(k)
          contribution to the extent then provided under the terms of the 401(k)
          Plan.

     3.   PLAN FUNDING. Aggregate payouts under the Plan for any Plan Period
          will be dependent upon the Company achieving the applicable
          performance measures established for such Plan Period. Business group
          and business unit bonus pools will generally be allocated based on the
          achievement of specific business unit goals.

     4.   SOURCE. All payments under the Plan will be paid by the Company (on
          behalf of itself and its Affiliates) from its general assets. No
          person will have any right or interest under the Plan that is superior
          in any manner to the right of any other general and unsecured creditor
          of the Company.


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                         WELLPOINT HEALTH NETWORKS INC.

                              MANAGEMENT BONUS PLAN

                        (EFFECTIVE AS OF JANUARY 1, 2000)

I.   IMPACT ON BENEFIT PLANS

     To the extent permitted by law and the terms of the Company's benefit
     plans, Bonus payments under the Plan will be treated as compensation for
     purpose of a Participant's benefit calculations. Bonus payments will not
     affect a Participant's (a) coverage under any Company group insurance plan;
     or (b) the contributions or the benefits under any group plan of any kind
     heretofore or hereafter in effect under which the availability or amount of
     benefits is related to compensation.

J.   TERMINATION OR AMENDMENT OF THE PLAN

     1.   GENERAL PROVISIONS. The CEO, with the approval of the Compensation
          Committee of the Board of Directors, may at any time terminate or make
          any amendment to the Plan without prior notice to Participants. There
          can be no oral modifications to the Plan and only modifications in
          writing will be honored.

     2.   DISCRETIONARY NATURE OF THE PLAN. Notwithstanding anything else in
          this Plan, Bonus awards are paid at the discretion of the
          Administrator, and are not a part of a Participant's salary. The
          Administrator retains the discretion to increase awards of the total
          bonus opportunity of all participants, as well as to decrease or
          eliminate awards to individuals if the Administrator deems such action
          is appropriate.

     3.   EXTRAORDINARY TRANSACTIONS. Without the consent of any Participant,
          the CEO may, with the agreement of the Compensation Committee of the
          Company's Board of Directors, modify the Plan at any time to reflect
          extraordinary transactions or occurrences affecting the Company (e.g.,
          changes to the capital structure or other significant reorganization
          of the Company, divestiture of a subsidiary, acquisition or
          discontinuance of a material business or product line, changes in
          accounting procedures/policies, or governmental changes in the
          financing of health care delivery). Any such modification will be
          designed to prevent the dilution or enlargement of benefits under this
          Plan.

K.   MISCELLANEOUS

     Nothing in this Plan will be construed as a guarantee of a Bonus or as an
     accrued right to receive a Bonus or a portion of a Bonus or a Bonus
     payment. Nothing in this Plan shall be construed as creating a contract of
     employment. No Bonus payable under this Plan may be alienated or assigned.



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