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 *
GEDWED WILLIAM J
  2. Issuer Name and Ticker or Trading Symbol
HealthMarkets, Inc. [N/A]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
9151 BOULEVARD 26
3. Date of Earliest Transaction (Month/Day/Year)
04/11/2006
(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 $ 14.85 04/11/2006   D(1)     154 08/03/2002 09/02/2006 Class A-1 Common Stock 154 (1) 0 D  
Stock Option $ 9.25 04/11/2006   A(1)   123   08/03/2002 09/02/2006 Class A-1 Common Stock 123 (1) 123 D  
Stock Option $ 15.19 04/11/2006   D(2)     150 11/02/2002 12/02/2006 Class A-1 Common Stock 150 (2) 0 D  
Stock Option $ 9.25 04/11/2006   A(2)   118   11/02/2002 12/02/2006 Class A-1 Common Stock 118 (2) 118 D  
Stock Option $ 14.19 04/11/2006   D(3)     164 02/08/2003 03/10/2007 Class A-1 Common Stock 164 (3) 0 D  
Stock Option $ 9.25 04/11/2006   A(3)   135   02/08/2003 03/10/2007 Class A-1 Common Stock 135 (3) 135 D  
Stock Option $ 20.1 04/11/2006   D(4)     114 05/03/2003 06/02/2007 Class A-1 Common Stock 114 (4) 0 D  
Stock Option $ 9.25 04/11/2006   A(4)   69   05/03/2003 06/02/2007 Class A-1 Common Stock 69 (4) 69 D  
Stock Option $ 30.75 04/11/2006   D(5)     100,000 03/16/2006 06/14/2010 Class A-1 Common Stock 100,000 (5) 0 D  
Stock Option $ 9.25 04/11/2006   A(5)   22,523   03/16/2006 06/14/2010 Class A-1 Common Stock 22,523 (5) 22,523 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GEDWED WILLIAM J
9151 BOULEVARD 26
NORTH RICHLAND HILLS, TX 76180
  X     President & CEO  

Signatures

 William J. Gedwed By /s/ Peggy G. Simpson, POA   07/07/2006
**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 two reported transactions involved an amendment to an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise price of the original option ($14.85) and the number of Class A-1 common shares issuable upon exercise of such option (154) were adjusted in a manner that preserves the aggregate "in the money" value of the option. The option otherwise remains subject in all respects to the terms of the 1987 Restated and Amended Stock Option Plan.
(2) The two reported transactions involved an amendment to an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise price of the original option ($15.19) and the number of Class A-1 common shares issuable upon exercise of such option (150) were adjusted in a manner that preserves the aggregate "in the money" value of the option. The option otherwise remains subject in all respects to the terms of the 1987 Restated and Amended Stock Option Plan.
(3) The two reported transactions involved an amendment to an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise price of the original option ($14.19) and the number of Class A-1 common shares issuable upon exercise of such option (164) were adjusted in a manner that preserves the aggregate "in the money" value of the option. The option otherwise remains subject in all respects to the terms of the 1987 Restated and Amended Stock Option Plan.
(4) The two reported transactions involved an amendment to an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise price of the original option ($20.10) and the number of Class A-1 common shares issuable upon exercise of such option (114) were adjusted in a manner that preserves the aggregate "in the money" value of the option. The option otherwise remains subject in all respects to the terms of the 1987 Restated and Amended Stock Option Plan.
(5) The two reported transactions involved an amendment to an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise price of the original option ($30.75) and the number of Class A-1 common shares issuable upon exercise of such option (100,000) were adjusted in a manner that preserves the aggregate "in the money" value of the option. The option otherwise remains subject in all respects to the terms of the 1987 Restated and Amended Stock Option Plan.

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