UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~April~~May 2819, 2005

PACIFICARE HEALTH SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-31700

95-4591529

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5995 Plaza Drive, Cypress, California 90630-5028

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (714) 952-1121

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 21 – ~~Financial~~Registrant’s ~~Information~~Business and Operations

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnApproval ~~April~~of ~~28,~~ 2005, ~~PacifiCare~~Equity ~~Health~~Incentive ~~Systems,~~Plan Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference into this Item 2.02. The information included in this Item 2.02, including the press release attached as Exhibit 99.1, is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

~~Section~~At 7the –annual ~~Regulation~~meeting FDof stockholders of PacifiCare Health Systems, Inc. (the “Company”) held on May 19, 2005 (the “Annual Meeting”), the Company’s stockholders approved the 2005 Equity Incentive Plan (the “2005 Equity Incentive Plan”). A description of the 2005 Equity Incentive Plan is contained in the Company’s Proxy Statement for the Annual Meeting under the caption “Proposal No. 2 - Approval of the PacifiCare Health Systems, Inc. 2005 Equity Incentive Plan” and is incorporated herein by reference.

~~Item~~Annual ~~7.01~~Stock ~~Regulation~~Option FDGrants ~~Disclosure.~~to Non-Employee Directors

~~The~~Also ~~information~~on ~~included~~May in19, ~~Item~~2005, ~~2.02~~following stockholder approval of ~~this~~the ~~Form~~2005 8Equity Incentive Plan at the Annual Meeting, the Board of Directors of the Company approved grants under the 2005 Equity Incentive Plan of 4,000 nonqualified stock options to each non-Kemployee director, ~~including~~except for the ~~press~~Lead Independent Director (David Reed) who received a ~~release~~grant ~~attached~~of as8,000 ~~Exhibit~~nonqualified 99stock options.1, isThe ~~incorporated~~exercise byprice ~~reference~~of ~~into~~the ~~this~~options ~~Item~~is 7$61.0155 inper ~~satisfaction~~share, ofwhich was the ~~public~~fair ~~disclosure~~market ~~requirements~~value of ~~Regulation~~the FDCompany’s common stock on the date of grant. ~~This~~The ~~information~~options isare ~~“furnished”~~fully vested and ~~not~~exercisable ~~“filed”~~on ~~for~~the ~~purposes~~date of grant; ~~Section~~however, 18 the underlying shares of the ~~Securities~~Company’s ~~and~~common ~~Exchange~~stock ~~Act~~acquired upon exercise of ~~1934,~~the oroptions ~~otherwise~~may ~~subject~~not tobe sold or transferred within the ~~liabilities~~first six months of ~~that~~the ~~section,~~date ~~nor~~of ~~shall~~grant. ~~such~~Additional ~~information~~terms beand ~~deemed~~provisions ~~incorporated~~of byeach ~~reference~~option ingrant ~~any~~are set ~~filing~~forth ~~under~~in the ~~Securities~~Form ~~Act~~ of ~~1933~~Nonqualified Stock Option Agreement, ~~except~~which is filed as ~~shall~~Exhibit be99.1 ~~expressly~~to ~~set forth~~this byCurrent ~~specific~~Report ~~reference~~and inincorporated ~~such~~by areference ~~filing~~herein.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1 ~~Press~~Form ~~Release~~of ~~and~~Non ~~accompanying~~Qualified ~~information~~Stock ~~issued~~Option byAgreement under the ~~Company~~PacifiCare onHealth ~~April 28~~Systems, ~~2005~~Inc. 2005 Equity Incentive Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PACIFICARE HEALTH SYSTEMS, INC.
Dated: April 28, 2005	By:	/s/ Peter A. Reynolds
Dated: May 25, 2005	By:	/s/ Peter A. Reynolds
		Peter A. Reynolds
		Senior Vice President and
		Corporate Controller
		(Principal Accounting Officer)

INDEX TO EXHIBITS

Filing Compare · PACIFICARE HEALTH SYSTEMS INC /DE/