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 * ROACH TIMOTHY JOSEPH   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) SVP & CMO (Last) (First) (Middle) 9151 BOULEVARD 26 3. Date of Earliest Transaction (Month/Day/Year) 08/06/2008 (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

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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

$ 0 (1)

08/06/2008

A

16,667

08/06/2009(2)

08/06/2018

Class A-1 Common Stock

16,667

$ 0 (1)

16,667

D

Stock Option

$ 0 (3)

08/06/2008

A

16,666

08/06/2009(4)

08/06/2018

Class A-1 Common Stock

16,666

$ 0 (3)

33,333

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROACH TIMOTHY JOSEPH 9151 BOULEVARD 26 NORTH RICHLAND HILLS, TX 76180			SVP & CMO

Signatures

Timothy J. Roach By: /s/ Peggy G. Simpson, POA		08/08/2008
**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 per share option price is equal to the Fair Market Value of the Company's Class A-1 Common Stock, to be determined by the Board of Directors effective June 30, 2008 for the quarter ending September 30, 2008.
(2)	The options vest and become exercisable in 20% increments on each of the first, second, third, fourth and fifth anniversaries of the grant date.
(3)	The initial per share option is equal to the Fair Market Value of the Company's Class A-1 Common Stock, to be determined by the Board of Directors effective June 30, 2008 for the quarter ending September 30, 2008. The exercise price of the option will accrete by 10% per year, starting on August 6, 2010.
(4)	The option vests in different increments on each of the first five anniversaries of August 6, 2008. Twenty-five percent of the option vests on August 6, 2009. Twenty-five percent of the option vests on August 6, 2010. Seventeen percent of the option vests on August 6, 2011. Seventeen percent of the option vests on August 6, 2012. The remaining sixteen percent of the option vests on August 6, 2013.

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