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                                                                  EXHIBIT 10.49

             WELLPOINT HEALTH NETWORKS INC. STOCK OPTION/AWARD PLAN
                      AS AMENDED THROUGH FEBRUARY 12, 1998

                                  ARTICLE ONE
                               GENERAL PROVISIONS

1.1 PURPOSE OF THE PLAN

    This WellPoint Health Networks Inc. Stock Option\Award Plan ("PLAN"),
originally adopted effective January 1, 1994 ("EFFECTIVE DATE"), is intended to
enable WellPoint Health Networks Inc. ("COMPANY") to offer options, restricted
stock, performance shares, performance units, phantom stock, and automatic stock
appreciation rights to the following eligible individuals ("ELIGIBLE
INDIVIDUALS"): Key employees and officers, directors, consultants and
independent contractors of the Company or of an affiliate ("AFFILIATE") linked
to the Company by a 50% or greater chain of ownership or in which the Company
has a significant ownership interest, directly or indirectly (as determined by
the Committee, as defined below). In addition to the aforementioned
discretionary grants, this Plan provides for automatic stock grants to
non-employee members of the Board of Directors of the Company ("BOARD").

1.2 ADMINISTRATION OF THE PLAN

    A.  COMMITTEE.  The Plan will be administered by a committee or committees
appointed by the Board and consisting of two or more members of the Board. The
Board may delegate responsibility for administration of the Plan with respect to
designated grant and award recipients to different committees, subject to such
limitations as the Board deems appropriate. Members of a committee will serve
for such term as the Board may determine, and may be removed by the Board at any
time. The term "COMMITTEE," when used in this Plan, refers to the committee that
has been delegated authority with respect to a matter.

    In determining the composition of any committee or subcommittee, the Board
or committee, as the case may be, shall consider the desirability of compliance
with the compositional requirements of (i) Rule 16b-3 of the Securities and
Exchange Commission with respect to award holders who are subject to the trading
restrictions of Section 16(b) of the Securities and Exchange Act of 1934 ("1934
ACT") with respect to securities of the Corporation and (ii) Section 162(m) of
the Internal Revenue Code ("CODE"), but shall not be bound by such compliance.

    B.  AUTHORITY.  Each Committee has full authority to administer the Plan
within the scope of its delegated responsibilities, including authority to
interpret and construe any relevant provision of the Plan, to adopt rules and
regulations that it deems necessary, to determine which individuals are Eligible
Individuals and which Eligible Individuals are to receive grants and/or awards
under the Plan, to determine the amount and/or number of shares subject to such
a grant or award, and to determine the terms of such a grant or award made under
the Plan (which terms need not be identical). Decisions of a Committee made
within the discretion delegated to it by the Board are final and binding on all
persons.

1.3 STOCK SUBJECT TO THE PLAN

    A.  NUMBER OF SHARES.  Shares of the Company's Common Stock ("COMMON STOCK")
available for issuance under the Plan will be drawn from the Company's
authorized but unissued shares of Common Stock or from reacquired shares of
Common Stock, including shares repurchased by the Company on the open market.
The number of shares of Common Stock that may be issued under the Plan will not
exceed 5 million, after adjustment for the Company's 1996 recapitalization and
subject to further adjustment in accordance with the terms of the Plan. Not more
than 5 million shares, after adjustment for the Company's

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1996 recapitalization and subject to further adjustment as provided in Paragraph
1.3.D., may be subject to Incentive Options (as defined below).

    B.  AFFILIATE STOCK.  Subject to such limits, regulatory approvals and
stockholder approvals as the Committee determines to be necessary, Common Stock
issuable under the Plan may include the stock of an Affiliate, a subsidiary, or
a joint venture in which the Company is a participant.

    C.  SHARE COUNTING.  In determining whether the number shares issued under
the Plan exceeds the maximum number set forth in Paragraph 1.3.A., only the net
number of shares actually issued under an award shall count against the limit.
Thus, if any outstanding grant or award under the Plan expires, is terminated,
is cancelled or is forfeited for any reason before the full number of shares
governed by the grant or award are issued, those remaining shares will not be
charged against the limit in Paragraph 1.3.A. above and will be available for
subsequent grants and awards under the Plan. Shares issued under the Plan and
subsequently forfeited to or repurchased by the Company pursuant to its
forfeiture and repurchase rights under this Plan will be available for
subsequent grants and awards under the Plan. If shares held by an awardholder
are delivered to the Company, or are withheld from shares otherwise issuable
under the award, in payment of all or a portion of the exercise price or tax
withholding obligations under the award, only the net number of shares issued by
the Company (i.e., the gross number less the shares delivered or withheld) shall
be counted toward the limit of Paragraph 1.3.A. Similarly, shares for which a
cash payment is made in lieu of payment in stock will be available for
subsequent grants and awards under this Plan.

    D.  ADJUSTMENTS.  If any change is made to the Common Stock issuable under
the Plan by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without receipt of consideration, then
appropriate adjustments will be made to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the number and/or class of securities
and, if applicable, price per share in effect under automatic option and stock
grants to directors and each outstanding grant and award under the Plan and
(iii) the maximum number of shares issuable to one individual pursuant to
Paragraph 1.3.E. The purpose of these adjustments will be to preclude the
enlargement or dilution of rights and benefits under the grants and awards.

    E.  INDIVIDUAL LIMIT.  No Eligible Individual will receive options,
restricted stock, performance shares, performance units, phantom stock,
automatic stock appreciation rights or any combination of each under this Plan
for more than 1 million shares (subject to adjustment as provided in Paragraph
1.3.D.) during any consecutive three-year period.

                                  ARTICLE TWO
                                    OPTIONS

2.1 TERMS AND CONDITIONS OF OPTIONS

    A.  TYPE AND TERM.  The Committee has full authority to determine whether
options are to be incentive stock options ("INCENTIVE OPTIONS") that satisfy the
requirements of Section 422 of the Internal Revenue Code or non-qualified
options not intended to satisfy those requirements ("NON-QUALIFIED OPTIONS"),
the time or times at which grants become exercisable, the maximum term for which
grants remain outstanding and the remaining terms of options, subject to the
remaining provisions of the Plan. No grants under the Plan will be exercisable
after the expiration of 10 years from the date of grant.

    B.  PRICE.  The option price per share will be fixed by the Committee;
provided, however, that in no event will the option price per share for
Incentive Options be less than 100% of the Fair Market Value of a share of
Common Stock on the date of the grant.

    C.  EXERCISE AND PAYMENT.  After any option granted under the Plan becomes
exercisable, it may be exercised by notice to the Company, in such form as the
Committee shall authorize, at any time before termination of the option. The
option price will be payable in full in cash or check made payable to the

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Company; provided, however, that the Committee may, either at the time the
option is granted or at any subsequent time, and subject to such limitations as
it may determine, authorize payment of all or a portion of the option price in
one or more of the following alternative forms:

        (1) in shares of Common Stock valued as of the Exercise Date (defined
    below) and held for the requisite period to avoid a charge to earnings; or

        (2) through a sale and remittance procedure under which the option
    holder delivers, in such form as the Committee shall authorize, an exercise
    notice and irrevocable instructions to a broker to promptly deliver to the
    Company the amount of sale proceeds to pay the option price.

    For purposes of Subparagraph (2) immediately above, the "EXERCISE DATE" is
the date on which notice, in such form as the Committee shall authorize, of the
exercise of the option is delivered to the Company. In all other cases, the
Exercise Date is the date on which notice and actual payment is received by the
Company.

An option may provide, to the extent subject to such terms as the Committee
authorizes, that upon the exercise of the option, the holder will automatically
be granted a new option covering that number of shares equal to (i) the number
of shares delivered to the Company by the holder, or withheld from shares
otherwise issuable to the holder upon exercise, in payment of the exercise price
of the option or the tax withholding obligations attributable thereto and\or
(ii) that number of shares with a then Fair Market Value equal to the amount of
the withholding obligations paid in cash by the holder.

    D.  STOCKHOLDER RIGHTS.  An option holder will have no stockholder rights
with respect to any shares covered by an option before the Exercise Date of the
option, as defined in the immediately preceding Paragraph.

    E.  SEPARATION FROM SERVICE.  The Committee will determine and set forth in
each option whether the option will continue to be exercisable, and the terms of
such exercise, on and after the date that an optionee ceases to be employed by
or to provide services to the Company or an Affiliate. The date of termination
of an optionee's employment or services will be determined by the Committee,
which determination will be final.

    F.  INCENTIVE OPTIONS.  Options granted under the Plan that are intended to
be Incentive Options will be subject to the following additional terms:

        (1)  DOLLAR LIMIT.  To the extent that the aggregate fair market value
    (determined as of the respective date or dates of grant) of shares with
    respect to which options that would otherwise be Incentive Options are
    exercisable for the first time by any individual during any calendar year
    under the Plan (or any other plan of the Company, a parent or subsidiary
    corporation or predecessor thereof) exceeds the sum of $100,000 (or a
    greater amount permitted under the Internal Revenue Code), whether by reason
    of acceleration or otherwise, those options will not be treated as Incentive
    Options. In making this determination, options will be taken into account in
    the order in which they were granted.

        (2)  10% STOCKHOLDER.  If any employee to whom an Incentive Option is to
    be granted is, on the date of grant, the owner of stock (determined using
    the attribution rules of Section 424(d) of the Internal Revenue Code)
    possessing more than 10% of the total combined voting power of all classes
    of stock of his or her employer corporation or of its parent or subsidiary
    ("10% STOCKHOLDER"), then the following special provisions will apply to the
    option granted to that individual:

           (i) The option price per share of the stock subject to that Incentive
       Option will not be less than 110% of the Fair Market Value of the option
       shares on the date of grant; and

           (ii) The option will not have a term in excess of 5 years from the
       date of grant.

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        (3)  PARENT AND SUBSIDIARY.  For purposes of this Paragraph, "PARENT"
    and "SUBSIDIARY" will have the meaning attributed to those terms, as they
    are used in Section 422(b) of the Internal Revenue Code.

        (4)  EMPLOYEES.  Incentive Options may only be granted to employees of
    the Company or of a parent or subsidiary.

    G.  TRANSFERABILITY.  During the lifetime of the optionee, options will be
exercisable only by the optionee and will not be assignable or transferable by
the optionee otherwise than by will or by the laws of descent and distribution
following the optionee's death. However, if and to the extent that the Committee
so authorizes at the time an award is granted or amended, an option or other
award may, in connection with the holder's estate plan, be assigned in whole or
in part during the grantee's lifetime to one or more members of the grantee's
family or to a trust established exclusively for one or more such family
members. Rights under the assigned portion may only be exercised by the person
or persons who acquire a proprietary interest in the award pursuant to the
assignment. The terms applicable to the assigned portion shall be the same as
those in effect for the award immediately prior to such assignment and shall be
set forth in such documents issued to the assignee as the Committee may deem
appropriate.

2.2 REPURCHASE RIGHTS

    The Committee may in its discretion determine that it shall be a term and
condition of one or more options exercised under the Plan that the Company or
its assigns will have the right, exercisable upon the optionee's separation from
service with the Company and/or its Affiliates, to repurchase any or all of the
shares of Common Stock previously acquired by the optionee upon the exercise of
that option. Any such repurchase right will be exercisable on such terms and
conditions (including the establishment of the appropriate vesting schedule and
other provisions for the expiration of the repurchase right in one or more
installments) as the Committee may specify in the instrument evidencing the
right. The Committee will also have full power and authority to provide for the
automatic termination of repurchase rights, in whole or in part, thereby
accelerating the vesting of any or all of the purchased shares.

                                 ARTICLE THREE
                     RESTRICTED STOCK, PERFORMANCE SHARES,
                      PERFORMANCE UNITS, AND PHANTOM STOCK

3.1 RESTRICTED STOCK

    Restricted stock granted under the Plan consists of shares of Common Stock
(together with cash dividend equivalents if so determined by the Committee), the
retention and transfer of which is subject to such terms, conditions and
restrictions (whether based on performance standards or periods of service or
otherwise and including repurchase and/or forfeiture rights in favor of the
Company) as the Committee shall determine. The terms, conditions and
restrictions to which restricted stock is subject will be evidenced by such
instruments as the Committee may from time to time approve and may vary from
grant to grant. The Committee has the absolute discretion to determine whether
any consideration (other than the services of the potential award holder) is to
be received by the Company or its Affiliates as a condition precedent to the
issuance of restricted stock.

3.2 PERFORMANCE SHARES

    Performance shares granted under the Plan consist of the right, subject to
such terms, conditions and restrictions as the Committee may determine
(including, but not limited to continued employment and/or performance
standards), to receive a share of Common Stock. Performance shares will be
evidenced by such instruments as the Committee may from time to time approve.
The Committee has the absolute discretion to determine whether any consideration
(other than the services of the potential award holder)

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is to be received by the Company or its Affiliates as a condition precedent to
the issuance of shares pursuant to performance shares. The terms, conditions and
restrictions to which performance shares are subject may vary from grant to
grant.

3.3 PHANTOM STOCK

    Phantom stock granted under the Plan consists of the right to receive an
amount in cash equal to the Fair Market Value of one share of Common Stock on
the date of valuation of the phantom stock (together with cash dividend
equivalents if so determined by the Committee) less such amount, if any, as the
Committee shall specify. Phantom stock will be evidenced by such instruments as
the Committee may from time to time approve. The date of valuation and payment
of cash under phantom stock and the conditions, if any, to which such payment
will be subject (whether based on performance standards or periods of service or
otherwise) will be determined by the Committee.

3.4 PERFORMANCE UNITS

    Performance units granted under the Plan consist of the right to receive
cash, subject to such terms, conditions and restrictions (including, but not
limited to performance standards) as the Committee may determine. Performance
units will be evidenced by such instruments as the Committee may from time to
time approve. The terms, conditions and restrictions to which performance units
are subject may vary from grant to grant.

3.5 CASH PAYMENTS

    The Committee may provide award holders with an election, or require a
holder, to receive a portion of the total value of the Common Stock subject to
restricted stock or performance shares in the form of a cash payment, subject to
such terms, conditions and restrictions as the Committee may specify.

                                  ARTICLE FOUR
                   AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS

4.1 AUTOMATIC STOCK GRANTS

    In consideration of their past services, individuals who have been
non-employee members of the Board for at least six full calendar months on the
last day of the second quarter of each fiscal year of the Company beginning
after December 31, 1997 ("ELIGIBLE INDEPENDENT DIRECTORS") will automatically be
granted on that date ("AUTOMATIC GRANT DATE") 800 shares of Common Stock
("AUTOMATIC STOCK GRANTS"), subject to adjustment under Paragraph 1.3.D. of this
Plan.

4.2 AUTOMATIC STOCK OPTION GRANTS

    A.  OPTION GRANTS.  On each Automatic Grant Date, each continuing Eligible
Independent Director will receive an Automatic Option to purchase 2,000 shares
of Common Stock, subject to adjustment under Paragraph 1.3.D. of this Plan.

    B.  TERMS AND CONDITIONS.  The terms and conditions applicable to each
Automatic Option will be as follows:

        (1)  PRICE.  The option price per share will be equal to one hundred
    percent (100%) of the Fair Market Value of one share of Common Stock on the
    date of grant.

        (2)  TERMS.  Each Automatic Option will have a term of ten (10) years,
    measured from the date of grant, and will be exercisable at any time during
    the term for all or any part of the covered shares; provided, however, that
    no Automatic Options may be exercised prior to approval by the Company's
    stockholders of the amendment to the Plan first providing for the grant of
    Automatic Options.

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        (3)  PAYMENT.  Upon exercise of the Automatic Option, the option price
    for the purchased shares will become payable immediately in cash or in
    shares of Common Stock that the optionee has held for at least six (6)
    months. Payment may also be made through a sale and remittance procedure
    under which the option holder delivers, in such form as the Committee shall
    authorize, an exercise notice and irrevocable instructions to a broker to
    promptly deliver to the Company the amount of sale proceeds to pay the
    option price. To the extent that the exercise price of an Automatic Option
    (or any tax obligations attributable thereto) is paid in shares of Common
    Stock (whether delivered to the Company by the holder or withheld from
    shares otherwise issuable upon exercise), the holder will automatically be
    granted a new Automatic Option covering the number of shares so delivered or
    withheld; the terms of the new Automatic Option shall be the same as the
    Automatic Option so exercised, except that the per share exercise price of
    the new Automatic Option shall be the fair market value of one share of
    Common Stock on the date of grant of the new Automatic Option and the term
    of the New Automatic Option shall be equal to the remaining term of the
    Automatic Option so exercised.

        (5)  CESSATION.  In the event the optionee ceases to provide services to
    the Company or its subsidiaries as a director, an employee, a consultant or
    an independent contractor, the Automatic Option may be exercised, within the
    term of the Automatic Option, for a period of twelve (12) months after the
    date of such cessation. In the case of death, the Automatic Option may be
    exercised within such period by the estate or heirs of the optionee.

4.3 NO DISCRETION; EFFECT ON OTHER AWARDS

    No person will have any discretion to select which Independent Directors
will be granted automatic awards under this Article Four or to determine the
number of shares of Common Stock subject thereto. However, nothing in this Plan
will be construed to prevent an Eligible Independent Director from either
declining to receive an award under this Article Four or to receive a
discretionary award under the Plan or any other compensatory plan or
arrangement. This Article Four and the terms of options granted hereunder may be
amended at any time by action of the Board of Directors, subject only to the
limitations of Section 5.1

                                  ARTICLE FIVE
                                 MISCELLANEOUS

5.1 AMENDMENT

    A.  BOARD ACTION.  The Board may amend, suspend or discontinue the Plan in
whole or in part at any time; provided, however, that (1) except to the extent
necessary to qualify as Incentive Options any or all options granted under the
Plan that are intended to so qualify, such action shall not adversely affect a
holder's rights and obligations with respect to grants and awards at the time
outstanding under the Plan and (2) certain amendments may, as determined by the
Board in its sole discretion, require stockholder approval pursuant to
applicable laws or regulations.

    B.  MODIFICATION OF GRANTS AND AWARDS.  The Committee has full power and
authority to modify or waive any or all of the terms, conditions or restrictions
applicable to any outstanding grant or award under the Plan, to the extent not
inconsistent with the Plan; provided, however, that no such modification or
waiver shall, without the consent of the holder of the grant or award, adversely
affect the holder's rights thereunder.

    C.  OTHER PROGRAMS.  Nothing in this Plan shall prevent the Company from
adopting any other compensation program, including programs involving equity
compensation, for employees, directors or consultants. The adoption or amendment
of any such program shall not be considered an amendment to this Plan.

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5.2 TAX WITHHOLDING

    A.  OBLIGATION.  The Company's obligation to deliver shares or cash upon the
exercise of grants and awards under the Plan is subject to the satisfaction of
all applicable Federal, State and local income and employment tax withholding
requirements.

    B.  STOCK WITHHOLDING.  The Committee may require or permit, in its
discretion and upon such terms and conditions as it may deem appropriate
(including the applicable safe-harbor provisions of SEC Rule 16b-3) any or all
holders of outstanding grants or awards under the Plan to elect to have the
Company withhold, from the shares of Common Stock otherwise issuable pursuant to
such grant or award, one or more of such shares with an aggregate Fair Market
Value equal to the Federal, State and local employment and income taxes
("TAXES") incurred in connection with the acquisition of such shares. Holders of
grants or awards under the Plan may also be granted the right to deliver
previously acquired shares of Common Stock held for the requisite period to
avoid a charge to earnings in satisfaction of such Taxes. The withheld or
delivered shares will be valued at Fair Market Value on the applicable
determination date for such Taxes.

5.3 VALUATION

    For all purposes under this Plan, the fair market value per share of Common
Stock on any relevant date under the Plan ("FAIR MARKET VALUE") will be
determined as follows:

        (1)  NATIONAL EXCHANGE.  If the Common Stock is at the time listed or
    admitted to trading on any national stock exchange, then the Fair Market
    Value will be the closing selling price per share of Common Stock on the day
    before the date in question on the stock exchange determined by the
    Committee to be the primary market for the Common Stock, as such price is
    officially quoted in the composite tape of transactions on such exchange. If
    there is no reported sale of Common Stock on such exchange on the day before
    the date in question, then the Fair Market Value will be the closing selling
    price on the exchange on the last preceding date for which such quotation
    exists.

        (2)  NASDAQ.  If the Common Stock is not at the time listed or admitted
    to trading on any national stock exchange but is traded in the
    over-the-counter market, the fair market value will be the mean between the
    highest bid and lowest asked prices (or, if such information is available,
    the closing selling price) per share of Common Stock on the date in question
    in the over-the-counter market, as such prices are reported by the National
    Association of Securities Dealers through its NASDAQ system or any successor
    system. If there are no reported bid and asked prices (or closing selling
    price) for the Common Stock on the date in question, then the mean between
    the highest bid price and lowest asked price (or the closing selling price)
    on the last preceding date for which such quotations exist will be
    determinative of fair market value.

        (3)  COMMITTEE.  Notwithstanding the foregoing, if the Committee
    determines that, as a result of circumstances existing on any date, the use
    of the above rules is not a reasonable method of determining Fair Market
    Value on that date or if Common Stock is not at the time listed or admitted
    to trading as outlined above, the Committee may use such other method as, in
    its judgment, is reasonable.

5.4 EFFECTIVE DATE AND TERM OF PLAN

    A.  EFFECTIVE DATE.  This Plan became effective on the Effective Date.

    B.  TERM.  No options or other awards may be granted under the Plan after
June 10, 2002 ("TERMINATION DATE"), the date five years following approval of
the Plan, as amended through January 15, 1997, by the shareholders of the
Company. Subject to this limit, the Committee may make grants and awards under
the Plan at any time after the Effective Date of the Plan and before the
Termination Date.

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    C.  APPROVALS.  The Plan and subsequent amendments thereto were approved by
shareholders on May 10, 1994 and June 10, 1997, respectively. The Board
subsequently further amended the Plan, in the form set forth in this document,
subject to approval of the shareholders at the Company's 1998 annual meeting of
shareholders. If shareholder approval of such amendments is not obtained at such
meeting, the Plan shall continue in accordance with its terms as in existence
immediately before such amendments. The Board may, in its discretion, condition
any award under the Plan upon obtaining any other required or desired regulatory
approvals.

5.5 USE OF PROCEEDS

    Any cash proceeds received by the Company from the sale of shares pursuant
to grants and awards under the Plan will be used for general corporate purposes.

5.6 NO EMPLOYMENT/SERVICE RIGHTS

    Neither the establishment of this Plan, nor any action taken under the terms
of this Plan, nor any provision of this Plan will be construed to grant any
individual the right to remain in the employ or service of the Company (or any
subsidiary or parent of the Company) for any period of specific duration, and
the Company (or any subsidiary or parent of the Company retaining the services
of such individual) may terminate such individual's employment or service at any
time and for any reason, with or without cause. Nothing contained in this Plan
or in any grant or award under this Plan will affect any contractual rights of
an employee or other service provider pursuant to a written employment or
service agreement executed by both parties.

5.7 DEFERRAL OF AWARDS

    The Committee may, subject to such terms as it shall determine, permit the
holder of an award under the Plan to elect to defer receipt of shares or cash
otherwise payable under the award.

5.8 ELECTIVE AND TANDEM AWARDS

    The Committee may award stock options, restricted stock, performance shares,
phantom stock and performance units independently of other compensation or in
lieu of other compensation whether at the election of the potential award holder
or otherwise. The number of shares subject to options or shares of restricted
stock, phantom stock, performance shares, or performance units to be awarded in
lieu of other compensation will be determined by the Committee in its sole
discretion and need not be equal to the foregone compensation in Fair Market
Value. In addition, stock options, restricted stock, performance shares, phantom
stock and performance units may be awarded in tandem, so that a portion of that
award becomes payable or becomes free of restrictions only if and to the extent
that the tandem award is not exercised or is forfeited, subject to such terms
and conditions as the Committee may specify.

5.9 CORPORATE TRANSACTIONS

    The Committee may determine and set forth in each award, either at the time
of grant or by amendment thereafter, the effect, if any, that any sale of stock
or assets, merger, combination, spinoff, reorganization, or liquidation of the
Company will have upon the term, exercisability and\or vesting of outstanding
awards, provided that any awards that are continued, assumed or replaced with
comparable awards in connection with any transaction will be adjusted as
provided in Section 1.3.D. The grant of awards under this Plan will in no way
affect the right of the issuer of Common Stock to adjust, reclassify,
reorganize, or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

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