Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SCHAEFFER LEONARD D
2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2004
3. Issuer Name and Ticker or Trading Symbol
WELLPOINT INC [WLP]
(Last)
(First)
(Middle)
120 MONUMENT CIRCLE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

INDIANAPOLIS, IN 46204
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 40
I
401(k)
Common Stock 1,163,228
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Comp Stock Units   (1)   (1) Common Stock 56,829 $ 0 D  
Deferred Comp Stock Units   (2)   (2) Common Stock 11,808 $ 0 D  
Deferred Comp Stock Units   (3)   (3) Common Stock 36,100 $ 0 D  
Employee Stock Option (right to buy)   (4) 06/03/2011 Common Stock 82,668 $ 34.92 D  
Employee Stock Option (right to buy)   (4) 01/31/2011 Common Stock 224,030 $ 38.9 D  
Employee Stock Option (right to buy)   (4) 03/04/2006 Common Stock 20,388 $ 39.86 D  
Employee Stock Option (right to buy)   (4) 02/10/2009 Common Stock 106,122 $ 41.73 D  
Employee Stock Option (right to buy)   (4) 03/04/2006 Common Stock 17,978 $ 42.94 D  
Employee Stock Option (right to buy)   (4) 03/04/2006 Common Stock 22,022 $ 42.94 D  
Employee Stock Option (right to buy)   (4) 03/04/2006 Common Stock 32,657 $ 47.54 D  
Employee Stock Option (right to buy)   (4) 03/03/2006 Common Stock 47,021 $ 49.04 D  
Employee Stock Option (right to buy)   (4) 02/10/2009 Common Stock 106,122 $ 49.85 D  
Employee Stock Option (right to buy)   (5) 02/06/2012 Common Stock 496,000 $ 51.21 D  
Employee Stock Option (right to buy)   (4) 03/03/2006 Common Stock 22,009 $ 53.09 D  
Employee Stock Option (right to buy)   (4) 03/03/2006 Common Stock 23,582 $ 54.85 D  
Employee Stock Option (right to buy)   (6) 02/04/2013 Common Stock 496,000 $ 55.1 D  
Employee Stock Option (right to buy)   (4) 03/03/2006 Common Stock 80,549 $ 59.81 D  
Employee Stock Option (right to buy)   (4) 03/03/2006 Common Stock 40,193 $ 59.98 D  
Employee Stock Option (right to buy)   (4) 03/03/2006 Common Stock 20,221 $ 62.9 D  
Employee Stock Option (right to buy)   (4) 03/03/2006 Common Stock 81,313 $ 68.82 D  
Employee Stock Option (right to buy)   (4) 02/11/2008 Common Stock 107,039 $ 75.4 D  
Employee Stock Option (right to buy)   (4) 03/03/2006 Common Stock 8,934 $ 75.4 D  
Employee Stock Option (right to buy)   (7) 01/25/2014 Common Stock 361,708 $ 82.06 D  
Employee Stock Option (right to buy)   (4) 02/10/2007 Common Stock 9,280 $ 87.72 D  
Employee Stock Option (right to buy)   (4) 02/10/2010 Common Stock 223,145 $ 87.72 D  
Employee Stock Option (right to buy)   (4) 02/11/2008 Common Stock 71,074 $ 87.72 D  
Employee Stock Option (right to buy)   (4) 03/01/2010 Common Stock 61,960 $ 87.72 D  
Employee Stock Option (right to buy)   (4) 03/04/2006 Common Stock 94,210 $ 89.95 D  
Employee Stock Option (right to buy)   (4) 02/10/2007 Common Stock 112,761 $ 89.95 D  
Employee Stock Option (right to buy)   (4) 02/10/2010 Common Stock 1,654 $ 89.95 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHAEFFER LEONARD D
120 MONUMENT CIRCLE
INDIANAPOLIS, IN 46204
  X      

Signatures

Nancy Purcell, Attorney-in-fact 12/02/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Deferred share right grant made in the Company's Comprehensive Executive Non-qualified Retirement Plan and awarded pursuant to the Company's 1999 Stock Incentive Plan. The deferred shares are fully vested.
(2) Deferred share right grant made in the Company's Comprehensive Executive Non-qualified Retirement Plan and awarded pursuant to the Company's 1999 Stock Incentive Plan. The deferred shares will vest on March 15, 2005
(3) Deferred share right grant made in the Company's Comprehensive Executive Non-qualified Retirement Plan and awarded pursuant to the Company's 1999 Stock Incentive Plan. The deferred shares will vest in three equal annual installments beginning January 26, 2005, January 26, 2006 and January 26, 2007.
(4) These options are fully vested.
(5) The options are vested with respect to 413,332 shares and 82,668 options will vest on February 7, 2005.
(6) The options are vested with respect to 248,005 shares and 247,995 options will vest in equal installments on February 5, 2005, and February 6, 2006.
(7) The options are vested with respect to 60,284 shares and 60,284 options will vest on January 26, 2005, 60,285 options will vest on July 26, 2005, 60,285 options will vest on January 26, 2006, 60,285 options will vest on July 26, 2006, 60,285 options will vest on January 26, 2007.
 
Remarks:
Form 1 of 2 being filed for the reporting person on the same day.

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