Exhibit 4.01  COMMON STOCK
  COMMON STOCK  WP  INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE  THIS CERTIFICATE IS
TRANSFERABLE IN THE CITIES OF LOS ANGELES, RIDGEFIELD PARK OR NEW
YORK  SEE REVERSE FOR
STATEMENTS RELATING TO RIGHTS, PREFERENCES, PRIVILEGES AND
RESTRICTIONS, IF ANY  CUSIP 94973H 10 8  THIS CERTIFIES THAT  IS THE RECORD
HOLDER  OF  FULLY PAID AND
NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF WELLPOINT HEALTH
NETWORKS INC.  transferable on the
books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
is not valid until countersigned and registered by the Transfer Agent and
Registrar. WITNESS the facsimile
seal of the Corporation and the facsimile signatures of its duly authorized
officers. Dated:  SECRETARY   CHAIRMAN AND CHIEF
EXECUTIVE OFFICER    COUNTERSIGNED AND
REGISTERED: MELLON INVESTOR SERVICES
LLC TRANSFER AGENT AND REGISTRAR  BY  AUTHORIZED SIGNATURE    
  A statement of the
rights, preferences, privileges and restrictions granted to or imposed upon the
respective classes or series of shares and upon the holders thereof as
established, from time to time, by the Restated Certificate of Incorporation of
the Corporation and by any certificate of designations, and the number of
shares constituting each class and series and the designations thereof, may be
obtained by the holder hereof upon written request and without charge from the
Secretary of the Corporation at its corporate headquarters.  The shares of stock
represented by this certificate are subject to restrictions on ownership and
transfer. No Person shall Beneficially Own shares of Capital Stock in excess of
the Ownership Limit (as defined in Article VII, Section 14 of the Restated
Certificate of Incorporation of the Corporation). Subject to certain limited
specific exemptions, Beneficial Ownership of 5% or more of the outstanding
shares of any class of Capital Stock will exceed the Ownership Limit. These
provisions have been designed to ensure that the Corporation will not violate
the terms of the License Agreement between the Corporation and the Blue Cross
and Blue Shield Association (the BCBSA). The Corporation maintains at its
principal executive office a copy of the applicable requirements of the BCBSA
relating to such restrictions on ownership and transfer, as such requirements
may be amended from time to time, which are open to inspection by the
stockholders, at all reasonable times during office hours. Any Person who
attempts to beneficially own shares in violation of this limitation must
immediately notify the Corporation. All capitalized terms in this legend have
the meanings ascribed to them in the Corporations Restated Certificate of
Incorporation, as the same may be amended from time to time, a copy of which,
including the restrictions on ownership and transfer, will be sent without
charge to each stockholder who so requests. Upon the occurrence of any event
that would cause any Person to exceed the Ownership Limit (including without
limitation the expiration of a voting trust that entitled such Person to an
exemption from the Ownership Limit), all shares of Capital Stock Beneficially
Owned by such Person in excess of the Ownership Limit will automatically be
deemed Excess Shares and be transferred immediately to the Share Escrow Agent
and be subject to the provisions of the Corporations Restated Certificate of
Incorporation and the Share Escrow Agent Agreement, a copy of which the
Corporation maintains at its principal executive office. The foregoing summary
of the restrictions on ownership and transfer is qualified in its entirety by
reference to the Corporations Restated Certificate of Incorporation.  Pursuant to an amendment
to the License Agreement between the Corporation and the BCBSA, the Ownership
Limit referenced in the preceding paragraph has been amended as follows: (i)
for any Noninstitutional Investor, one share less than 5% of the Voting Power,
(ii) for any Institutional Investor, one share less than 10% of the Voting
Power, and (iii) for any Person, one share less than the number of shares of
Common Stock or other equity securities (or a combination thereof) representing
20% of the ownership interest in the Corporation.  The following abbreviations,
when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws
or regulations:  TEN COM
  
  as tenants in commonTEN ENT
  
  as tenants by the
  entiretiesJT TEN
  
  as joint tenants with
  right ofsurvivorship and not
  as tenantsin common    UNIF GIFT MIN ACT
  
  
  .........................
  Custodian .........................(Cust)
  (Minor)under Uniform Gifts to
  Minors Act ..............................................................(State)UNIF TRF MIN ACT
  
  
  .......................
  Custodian (until age ..................)(Cust)
  (Minor)under Uniform Transfers
  to Minors Act ...........................................(State)  Additional abbreviations
may also be used though not in the above list.  FOR VALUE RECEIVED, hereby sell, assign and
transfer unto   PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE     (PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)   Shares of the capital
stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint  Attorney to transfer the
said stock on the books of the within named Corporation with full power of
substitution in the premises. Dated X X  NOTICE:    THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.  Signature(s) Guaranteed    By THE SIGNATURE(S) SHOULD
BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.