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 *
BOXER MICHAEL
   2. Issuer Name and Ticker or Trading Symbol
HealthMarkets, Inc. [N/A] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and CFO
(Last)
(First)
(Middle)
9151 BOULEVARD 26		 3. Date of Earliest Transaction (Month/Day/Year)
09/29/2006
(Street)

NORTH RICHLAND HILLS, TX 76180		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 $ 38.37 09/29/2006   A   6,081   09/29/2007(1) 09/29/2016 Class A-1 Common Stock 6,081 $ 38.37 6,081 D  
Stock Option $ 0 (2) 09/29/2006   A   6,081   09/29/2007(3) 09/29/2016 Class A-1 Common Stock 6,081 $ 0 (2) 6,081 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BOXER MICHAEL
9151 BOULEVARD 26
NORTH RICHLAND HILLS, TX 76180		       EVP and CFO  

Signatures

 Michael E. Boxer By /s/ Peggy G. Simpson, POA   10/03/2006
**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) The options vest in 20% increments on each of the first, second, third, fourth and fifth anniversaries of September 29, 2006.
(2) The initial exercise price of the option is $38.37. The exercise price of the option will accrete by 10% per year, starting on September 29, 2008. If the optionee exercises the option prior to September 29, 2008, the exercise price will be $38.37. If the optionee exercises the option on or after September 29, 2008 but prior to September 29, 2009, the exercise price will be $42.21. If the optionee exercises the option on or after September 29, 2009 but prior to September 29, 2010, the exercise price will be $46.43. If the optionee exercises the option on or after September 29, 2010 but prior to September 29, 2011, the exercise price will be $51.07. If the optionee exercises the option on or after September 29, 2011, the exercise price will be $56.18.
(3) The options vest in different increments on each of the first five anniversaries of September 29, 2006. Twenty-five percent of the options vest on September 29, 2007. Twenty-five percent of the options vest on September 29, 2008. Seventeen percent of the options vest on September 29, 2009. Seventeen percent of the options vest on September 29, 2010. The remaining sixteen percent of the options vest on September 29, 2011.

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