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 * CHANDRA ANURAG   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 & Chief Administrative Off (Last) (First) (Middle) 9151 BOULEVARD 26 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2008 (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 Class A-1 Common Stock 11/14/2008   A   6,418 (1) A $ 23.37 6,418 D

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

$ 0 (2)

10/15/2009(3)

10/15/2018

Class A-1 Common Stock

75,000 (2)

75,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CHANDRA ANURAG 9151 BOULEVARD 26 NORTH RICHLAND HILLS, TX 76180			EVP & Chief Administrative Off

Signatures

Anurag Chandra By: /s/ Peggy G. Simpson, POA		11/17/2008
**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)	Subject to Executive's continued employment with the Company, the award will vest at the earlier of (i) a change of control or (ii) in three equal installments on each of the first three anniversaries of the Effective Date of Executive's Employment Agreement [October 15, 2008], as follows: 2,139 shares on October 15, 2009, 2,139 shares on October 15, 2010, and 2,140 shares on October 15, 2011.
(2)	(a) 62,500 of the Shares subject to the Option may be purchased at a price (the "Initial Option Price") equal to the Fair Market Value of the Company's Class A-1 Common Stock as determined by the Board of Directors to be effective for the quarter ending December 31, 2008 ($23.37); (b) 12,500 of the Shares subject to the Option may be purchased at the Initial Option Price per Share, if exercised prior to the first anniversary of the grant date of October 15, 2008 (the "Effective Date"), and will accrete thereafter by 10% per year on and after the first anniversary date through the fifth anniversary date of the Effective Date if not exercised prior to an applicable anniversary date.
(3)	The Options shall become exercisable with respect to 20% of the Options (15,000 Shares) on the first anniversary of the Effective Date and the remainder of the Options (60,000 Shares) shall vest in equal quarterly installments thereafter until the fifth anniversary of the Effective Date.

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