Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  HELLER JACK V
 2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2009		 3. Issuer Name and Ticker or Trading Symbol
HealthMarkets, Inc. [N/A]
(Last)
(First)
(Middle)
9151 BOULEVARD 26		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NORTH RICHLAND HILLS, TX 76180		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A-2 Common Stock 28,180
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option 01/23/2010(1) 01/23/2019 Class A-1 Common Stock 16,667 $ 19 D  
Stock Option 01/23/2010(2) 01/23/2019 Class A-1 Common Stock 16,666 $ 0 (3) D  
Stock Option 07/09/2009(4) 07/09/2018 Class A-1 Common Stock 6,667 $ 24 D  
Stock Option 07/09/2009(5) 07/09/2018 Class A-1 Common Stock 6,666 $ 0 (6) D  
Stock Option 03/29/2008(7) 03/29/2017 Class A-1 Common Stock 10,000 $ 39.49 D  
Stock Option 03/29/2008(8) 03/29/2017 Class A-1 Common Stock 10,000 $ 0 (9) D  
Stock Option 03/29/2009 03/29/2017 Class A-1 Common Stock 2,500 $ 39.49 D  
Stock Option 03/29/2008 03/29/2017 Class A-1 Common Stock 1,250 $ 39.49 D  
Stock Option 03/29/2009 03/29/2017 Class A-1 Common Stock 1,250 $ 39.49 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HELLER JACK V
9151 BOULEVARD 26
NORTH RICHLAND HILLS, TX 76180		       Senior Vice President  

Signatures

Jack V. Heller By: /s/ Peggy G. Simpson, POA 03/30/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 January 23, 2009.
(2) The options vest on different increments on each of the first five anniversaries of January 23, 2009. Twenty-five percent (25%) of the options vest on January 23, 2010. Twenty-five percent (25%) of the options vest on January 23, 2011. Seventeen percent (17%) of the options vest on January 23, 2012. Seventeen percent (17%) of the options vest on January 23, 2013. The remaining sixteen percent (16%) of the options vest on January 23, 2014.
(3) The initial exercise price of the options is $19.00 per share and will accrete at the rate of ten percent (10%) per year (whether vested or unvested) from and after the first anniversary of the effective date of January 23, 2009 through the fifth anniversary of the effective date.
(4) The options vest in 20% increments on each of the first, second, third, fourth and fifth anniversaries of July 9, 2008.
(5) The options vest on different increments on each of the first five anniversaries of July 9, 2008. Twenty-five percent (25%) of the options vest on July 9, 2009. Twenty-five percent (25%) of the options vest on July 9, 2010. Seventeen percent (17%) of the options vest on July 9, 2011. Seventeen percent (17%) of the options vest on July 9, 2012. The remaining sixteen percent (16%) of the options vest on July 9, 2013.
(6) The initial exercise price of the options is $24.00 per share and will accrete at the rate of ten percent (10%) per year (whether vested or unvested) from and after the first anniversary of the effective date of July 9, 2008 through the fifth anniversary of the effective date.
(7) The options vest in 20% increments on each of the first, second, third, fourth and fifth anniversaries of March 29, 2007.
(8) The options vest on different increments on each of the first five anniversaries of March 29, 2007. Twenty-five percent (25%) of the options vest on March 29, 2008. Twenty-five percent (25%) of the options vest on March 29, 2009. Seventeen percent (17%) of the options vest on March 29, 2010. Seventeen percent (17%) of the options vest on March 29, 2011. The remaining sixteen percent (16%) of the options vest on March 29, 2012.
(9) The initial exercise price of the option is $39.49 per share and will accrete at the rate of ten percent (10%) per year (whether vested or unvested) from and after the first anniversary of the effective date of March 29, 2007 through the fifth anniversary of the effective date.

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