Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
SHULMAN STEVEN J
  2. Issuer Name and Ticker or Trading Symbol
MAGELLAN HEALTH SERVICES INC [MGLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
C/O MAGELLAN HEALTH SERVICES INC., 6950 COLUMBIA GATEWAY DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
01/05/2004
(Street)

COLUMBIA, MD 21046
4. If Amendment, Date Original Filed(Month/Day/Year)
01/07/2004
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Common Stock, $0.01 par value 01/05/2004   A   83,752 A $ 11.91 (1) 83,752 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 11.91 (2) 01/05/2004   A   413,002     (3) 01/05/2014 Ordinary Common Stock 413,002 $ 0 (5) 413,002 D  
Stock Option (Right to Buy) $ 11.91 (2) 01/05/2004   A   413,004     (4) 01/05/2014 Ordinary Common Stock 413,004 $ 0 (5) 413,004 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHULMAN STEVEN J
C/O MAGELLAN HEALTH SERVICES INC.
6950 COLUMBIA GATEWAY DRIVE
COLUMBIA, MD 21046
  X     CEO  

Signatures

 /s/ Steven J. Shulman   06/15/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Magellan's Management Compensation Committee on March 26, 2004 approved the sale of 211 additional restricted shares to Mr. Shulman for the same aggregate purchase price of $1million that he had paid for the 83,752 shares initially purchased by him on January 5, 2004 in connection with the consummation of Magellan's plan of reorganization as contemplated by his employment agreement with Magellan, which he and Magellan entered into on January 5, 2004, so as to correct an arithmetic error made in the calculation of the applicable number of restricted shares contemplated to be purchased by him in connection with the consummation of Magellan's plan of reorganization pursuant to his employment agreement (as was further discussed in Magellan's Current Report on Form 8-K filed with the Commission on January 6, 2004 with regard to the consummation of the plan of reorganization), with the result that the per share purchase price for such shares was reduced to $11.91.
(2) As approved by Magellan's Management Compensation Committee on March 26, 2004, the exercise price of this option was adjusted to $11.91 (from $11.94) in order to correct an arithemetic error made in the calculation of the applicable purchase price contemplated for options to be granted to Mr. Shulman in connection with the consummation of Magellan's plan of reorganization pursuant to Mr. Shulman's employment agreement with Magellan, which he and Magellan entered into on January 5, 2004 (as was further discussed in Magellan's Current Report on Form 8-K filed with the Commission on January 6, 2004 with regard to the consummation of the plan of reorganization).
(3) Options vest in 33% increments on January 5 of each of 2005, 2006 and 2007. Options are exercisable only if market price of the common stock has increased from 1/5/04 through the determination date at a cumulative rate of 16% per annum, with daily compounding, over $11.91 per share. The determination of whether these options are exercisable shall be determined on each trading day occurring on or after a vesting date and shall be based on the average closing prices of the common stock for each of the 20 consecutive trading days ending on each such determination date. In all events, the options fully vest and are exercisable on 1/5/11.
(4) Options vest in 33% increments on January 5, of each of 2005, 2006 and 2007.
(5) The zero ("0") in this column is a "dummy" amount, solely for the purpose of permitting the use of a descriptive footnote stating that the price is not applicable.

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