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EXHIBIT 23.5
MORGAN STANLEY DEAN WITTER
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 761-4000
September 1, 1999
Cerulean Companies
Board of Directors
3350 Peachtree Road NE
Atlanta, GA 30326
Dear Sirs:
We hereby consent to the inclusion in the Registration Statement of
WellPoint Health Networks Inc. on Form S-4, of our opinion letter appearing as
Appendix B to the Proxy Statement/Prospectus which is part of the Registration
Statement and to the references of our firm name therein under the headings
"Proposal 1 -- Approval of the Merger -- Opinion of Cerulean's financial advisor
regarding the merger." In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations adopted by
the Securities and Exchange Commission thereunder, nor do we admit that we are
experts with respect to any part of the Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Mary Anne Citrino
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Mary Anne Citrino
Managing Director
