AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2006
                                                      REGISTRATION NO.  333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ------------------
                              HEALTHMARKETS, INC.
            (Exact name of registrant as specified in its charter)

              DELAWARE                           75-2044750
  (State or other jurisdiction of      (I.R.S. Employer Identification
   incorporation or organization)                  Number)

         9151 BOULEVARD 26
    NORTH RICHLAND HILLS, TEXAS                     76180
  (Address of Principal Executive                (Zip Code)
              Offices)

              Registrant's Telephone Number, Including Area Code:
                                 (817) 255-5200

                   HEALTHMARKETS 2006 MANAGEMENT OPTION PLAN
                            (Full Title of the Plan)

                               GLENN W. REED, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                               HEALTHMARKETS, INC.
                                9151 BOULEVARD 26
                        NORTH RICHLAND HILLS, TEXAS 76180
                                 (817) 255-5200
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                    PROPOSED
                                     MAXIMUM       PROPOSED
                       AMOUNT       OFFERING        MAXIMUM
     TITLE OF          TO BE         PRICE         AGGREGATE       AMOUNT OF
 SECURITIES TO BE    REGISTERED    PER SHARE       OFFERING      REGISTRATION
    REGISTERED         (1) (2)         (3)           PRICE            FEE
-----------------    ----------    -----------     ---------     ------------
Class A-1 Common
Stock, par value
$.01 per share        2,339,341      $ 37.00     $ 86,555,617     $ 9,261.46
===============================================================================
(1) In addition, pursuant to Rule 416(c) promulgated under the Securities Act of
    1933, this registration statement also covers an indeterminate  amount of
    additional securities in order to adjust the number of securities registered
    as a result of a stock  split, stock dividend or similar transaction
    affecting the class A-1 common stock.
(2) We are registering  2,339,341 shares of our class A-1 common stock that we
    may issue upon the exercise of stock options issued or to be issued pursuant
    to the HealthMarkets 2006 Management  Option Plan (the "Plan").  The Plan
    authorizes the issuance of a maximum of 1,489,741 shares of our class A-1
    common stock pursuant to stock options granted to eligible employees, plus
    up to 849,600 shares that may be granted pursuant to Tandem Options (as
    defined in the Plan).  All of the shares issuable under the Plan are being
    registered under this registration statement on Form S-8.
(3) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h) of the Securities Act of 1933 based upon the
    exercise price of the options to be issued pursuant to the Plan.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents,  which have heretofore  been filed by  HealthMarkets,
Inc.  (the  "Company"  or  "Registrant")   with  the  Securities  and  Exchange
Commission  (File No. 1-14953) are  incorporated by reference  herein and shall
be deemed to be a part hereof:

      (a)  Annual  Report on Form 10-K for the fiscal  year ended  December  31,
           2005;

      (b)  Quarterly Report on Form 10-Q for the three months ended on March 31,
           2006; and

      (c)  Current  Reports on Form 8-K filed on February  17,  2006,  March 20,
           2006,  March 30, 2006, April 5, 2006, April 10, 2006, April 11, 2006,
           April 17, 2006, May 12, 2006, and May 16, 2006.

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c),  14 or  15(d)  of the  Securities  Exchange  Act  of  1934  prior  to the
termination  of the  offering  of the offered  securities  shall be deemed to be
incorporated  by reference in this  registration  statement  and to be a part of
this  registration  statement  from the date of  filing of such  documents.  Any
statement contained in this registration statement or in a document incorporated
or deemed to be incorporated by reference in this  registration  statement shall
be deemed  to be  modified  or  superseded  for  purposes  of this  registration
statement  to the  extent  that  a  statement  contained  in  this  registration
statement, or in any subsequently filed document which is incorporated or deemed
to be  incorporated  by reference in this  registration  statement,  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

The class A-1 common stock is subject to the following terms:

DIVIDEND RIGHTS

The board of  directors of the Company may,  but is not  obligated  to,  declare
dividends at its  discretion.  Before any  dividends  are paid on the  Company's
common  stock,  the  holders of any  preferred  stock that may be issued will be
entitled to receive  their  dividends  at the rates  provided  for the shares of
their  series.  Any  dividends  that may be declared on the common stock will be
paid in an equal amount for each share of class A-1 and class A-2 common  stock.
Restrictions  on the payment of cash dividends may be imposed in connection with
future  issuances  of  preferred  stock and  indebtedness  by the  Company.  Any
decisions as to the payment of cash dividends will be made by the board in light
of  then   current   conditions,   including   earnings,   operations,   capital
requirements,   liquidity,   financial  condition,   restrictions  in  financing
arrangements and any other relevant factors as determined by the board.

VOTING RIGHTS

Each  outstanding  share of class A-1 common stock and class A-2 common stock is
entitled  to one  vote  per  share  on each  matter  submitted  to a vote of the
stockholders,  voting  together as a single

<PAGE>

class.  The affirmative vote of a majority of the common stock present in person
or by proxy and  entitled  to vote,  voting as a single  class,  is  required to
approve any act or action requiring a vote of the common stockholders.

Pursuant to Delaware law, any amendment to the charter also requires approval by
the  affirmative  vote of  holders of a  majority  of the  voting  power of each
affected class voting separately as a class, in addition to the affirmative vote
of holders of a majority  of the voting  power of all  classes of common  stock,
voting together as a single class.

LIQUIDATION RIGHTS

Upon the liquidation, dissolution or winding up of the Company, after payment of
creditors and any liquidation  preference of preferred stock that may be issued,
the  remaining  net assets of the Company  will be  distributed  pro rata to the
holders of the common stock.

TRANSFER RESTRICTIONS

The holders of class A-1 common stock have entered into a stockholders agreement
(the  "Stockholders  Agreement")  which provides that shares of class A-1 common
stock may only be transferred,  and the holder may only agree to transfer shares
of class A-1 common stock, as follows:

o  to the Company;
o  upon the death of the holder,  pursuant to applicable laws of descent and
   distribution;
o  for  estate  planning  purposes,  pursuant  to a  transfer  to  the  holder's
   immediate  family,  whether  directly  or  indirectly  by means of a trust or
   partnership or other bona fide estate-planning vehicle the only beneficiaries
   of which the holder's immediate family;
o  after  an  initial  public  offering  of  the  Company  (and  subject  to the
   provisions of the registration  rights and coordination  agreement into which
   the holders of class A-1 common stock have entered),  in a registered  public
   offering;  pursuant to Rule 144 promulgated under the Securities Act of 1933,
   as amended (the  "Securities  Act"); in a distribution of shares by a private
   equity  investor to its  general or limited  partners,  members,  managers or
   shareholders;  or with the approval of the private equity investors holding a
   majority of the shares held by the private equity investors; and
o  pursuant to the provisions in "-- Required Sale of Shares" set forth below.

REQUIRED SALE OF SHARES

If affiliates of The Blackstone  Group,  Goldman Sachs Capital  Partners and DLJ
Merchant Banking  Partners  collectively own at least fifty percent (50%) of the
Company's  outstanding  class A-1 common stock,  and affiliates of these private
equity firms owning at least  thirty-five  percent (35%) of the Company's  class
A-1 common stock enter into a definitive written agreement to sell shares of the
Company's common stock to any third party which,  taking into account all shares
to be  transferred  in this and all related  transactions,  would  result in the
transfer of greater  than 50% of the  outstanding  common  stock of the Company,
then the selling  affiliates will have the option  pursuant to the  Stockholders
Agreement  to obligate  each  holder of class A-1 common  stock to sell the same
proportion of the holder's shares as is sold by the selling affiliates. Upon the
exercise of this  required  sale  option,  each holder of class A-1 common stock
will be  subject  to the same terms as those  applicable  to shares  held by the
selling  affiliates,  including,  but not limited to, the  obligation  to have a
portion  of the  purchase  price  held  back  or  held  in  escrow  pending  the
satisfaction of any indemnity obligations.

REDEMPTION

                                      -2-

<PAGE>

The  certificate of  incorporation  does not provide for redemption  rights with
respect to class A-1 common stock.

TRANSFER AGENT

The transfer agent for the Company's  class A-1 common stock is Mellon  Investor
Services LLC.

STOCK EXCHANGE LISTING

The Company's class A-1 common stock is not listed on any stock exchange.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  consolidated  financial  statements  and  schedules  of the  Company  as of
December 31, 2005 and 2004, and for each of the years in the  three-year  period
ended December 31, 2005, and  management's  assessment of the  effectiveness  of
internal  control  over  financial  reporting  as of December 31, 2005 have been
incorporated  by  reference  herein,  in reliance  upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.

The legality of the shares of class A-1 common stock of the Company to be issued
in  connection  with the Plan is being  passed  upon for the Company by Glenn W.
Reed, Executive Vice President and General Counsel of the Company.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  145(a)  of  the  Delaware  General  Corporation  Law  provides  that  a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection  with such  action,  suit or  proceeding  if the person acted in good
faith and in a manner the person reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.

Section  145(b)  of  the  Delaware  General  Corporation  Law  provides  that  a
corporation  may  indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that such person acted in any of the  capacities  set forth above,  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in  connection  with the defense or  settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best  interests of the  corporation,  except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable to the  corporation,
unless  and only to the extent  that the court in which such  action or suit was
brought shall determine that,  despite the adjudication of liability but in view
of all the  circumstances  of the case,  such  person is fairly  and  reasonably
entitled to indemnity for such expenses which the court shall deem proper.

                                      -3-

<PAGE>

Further  subsections of Delaware  General  Corporation  Law Section 145 provide
that:

o  to the extent a present or former  director or officer of a  corporation  has
   been successful on the merits or otherwise in defense of any action,  suit or
   proceeding  referred  to in  subsections  (a)  and (b) of  Section  145 or in
   defense  of any  claim,  issue  or  matter  therein,  such  person  shall  be
   indemnified  against  expenses  (including   attorneys'  fees)  actually  and
   reasonably incurred by such person in connection therewith;

o  the  indemnification  and  advancement  of expenses  provided for pursuant to
   Section 145 shall not be deemed  exclusive of any other rights to which those
   seeking  indemnification or advancement of expenses may be entitled under any
   bylaw,  agreement,   vote  of  stockholders  or  disinterested  directors  or
   otherwise; and

o  the  corporation  shall have the power to purchase and maintain  insurance on
   behalf of any person who is or was a director,  officer, employee or agent of
   the corporation,  or is or was serving at the request of the corporation as a
   director,  officer,  employee or agent of another  corporation,  partnership,
   joint  venture,  trust or other  enterprise,  against any liability  asserted
   against  such person and  incurred by such  person in any such  capacity,  or
   arising out of such person's  status as such,  whether or not the corporation
   would have the power to indemnify such person  against such  liability  under
   Section 145.

Article IX of the Company's  certificate  of  incorporation  (i)  authorizes the
indemnification  of directors and officers (the  "Indemnitees")  under specified
circumstances  to  the  fullest  extent   authorized  by  the  Delaware  General
Corporation   Law,  (ii)  provides  for  the  advancement  of  expenses  to  the
Indemnitees   for   defending   any   proceedings   related  to  the   specified
circumstances,  (iii) gives the  Indemnitees the right to bring suit against the
Company to enforce the foregoing  rights to  indemnification  and advancement of
expenses,  and (iv)  authorizes  the  Company to  maintain  certain  policies of
insurance to protect itself and any of its directors, officers or employees. The
Registrant has an insurance  policy covering its directors and officers  against
certain personal  liability,  which may include liabilities under the Securities
Act of 1933.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.    EXHIBITS.

See the Index to Exhibits, which is incorporated herein by reference.

ITEM 9.    UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

      (a)  To file, during any period in which offers or sales are being made, a
           post-effective amendment to this registration statement:

           (i)  To include any  prospectus  required by Section  10(a)(3) of the
                Securities Act of 1933;

           (ii) To reflect in the  prospectus  any facts or events arising after
                the effective  date of the  registration  statement (or the most
                recent post-effective amendment thereof) which,  individually or
                together,  represent a fundamental change in the

                                      -4-

<PAGE>

                information   set   forth   in   the   registration   statement.
                Notwithstanding  the  foregoing, any increase or decrease in the
                volume  of  securities  offered (if the  total  dollar  value of
                securities  offered  would not exceed that which was registered)
                and any  deviation  from  the low or  high  end of the estimated
                maximum   offering  range  may  be  reflected  in  the  form  of
                prospectus filed with the  Securities  and  Exchange  Commission
                pursuant  to Rule  424(b) if, in the  aggregate, the  changes in
                volume and price  represent  no more than a 20 percent change in
                the   maximum   aggregate   offering   price  set forth  in  the
                "Calculation  of   Registration   Fee"  table  in the  effective
                registration statement;

           (iii)To include any material  information with respect to the plan of
                distribution  not  previously   disclosed  in  the  registration
                statement  or any  material  change to such  information  in the
                registration statement;

           Provided,  however, that paragraphs (a) (i) and (a) (ii) do not apply
           if  the  information  required  to be  included  in a  post-effective
           amendment by those  paragraphs is contained in periodic reports filed
           with or furnished to the  Securities  and Exchange  Commission by the
           Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
           Act of 1934 that are  incorporated  by reference in the  registration
           statement.

      (b)  That,  for  the  purpose  of  determining  any  liability  under  the
           Securities Act of 1933, each such  post-effective  amendment shall be
           treated to be a new registration statement relating to the securities
           offered  therein,  and the offering of such  securities  at that time
           shall be treated to be the initial bona fide offering thereof.

      (c)  To file a post-effective amendment to remove from registration any of
           the securities being registered that remain unsold at the termination
           of the offering.

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      -5-

<PAGE>

SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of North Richland Hills, State of Texas, on May 16, 2006.

                               HEALTHMARKETS, INC.


                               By:  /s/ Glenn W. Reed
                                    --------------------------
                                    Name:  Glenn W. Reed
                                    Title: Executive Vice President
                                           and General Counsel


           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

SIGNATURE                    TITLE                            DATE

   *
---------------------------
   William J. Gedwed         President, Chief Executive       May 16, 2006
                             Officer and Director



   *
---------------------------
   Mark D. Hauptman          Vice President, Chief            May 16, 2006
                             Financial Officer and
                             Chief Accounting Officer
                             (principal financial
                             officer and principal
                             accounting officer)



   *
---------------------------
   Chinh E. Chu              Director                         May 16, 2006



   *
---------------------------
   Matthew Kabaker           Director                         May 16, 2006



   *
---------------------------
   Adrian M. Jones           Director                         May 16, 2006



   *
---------------------------
   Nathaniel Zilkha          Director                         May 16, 2006

                                      -6-

<PAGE>



   *
---------------------------
   Kamil M. Salame           Director                         May 16, 2006



   *
---------------------------
   Mural R. Josephson        Director                         May 16, 2006



*By:


/s/ Glenn W. Reed
----------------------------
   Glenn W. Reed                                              May 16, 2006
   (Attorney-In-Fact)

                                      -7-

<PAGE>

                                INDEX TO EXHIBITS

    EXHIBIT                         DESCRIPTION
--------------   ---------------------------------------------------------------

     3.1         Certificate of Incorporation of the Registrant (incorporated by
                 reference to Exhibit 1 to the Registrant's Registration
                 Statement on Form 8-A filed on April 5, 2006)

      3.2        Certificate of Amendment to Certificate of Incorporation of the
                 Registrant (incorporated by reference to Exhibit 3.1 to the
                 Registrant's Current Report on Form 8-K filed on April 17,
                 2006)

      3.3        By-Laws of the Registrant (incorporated by reference to Exhibit
                 2 to the Registrant's Registration Statement on Form 8-A filed
                 on April 5, 2006)

      4.1        Stockholders' Agreement, dated as of April 5, 2006, by and
                 among the Company and certain stockholders named therein
                 (incorporated by reference to Exhibit 4.1 to the Registrant's
                 Post-Effective Amendment No. 1 to Registration Statement on
                 Form S-8 for the UICI Restated and Amended 1987 Stock Option
                 Plan filed on April 6, 2006)

      4.2        Specimen stock certificate of class A-1 common stock
                 (incorporated by reference to Exhibit 4.2 to the Registrant's
                 Post-Effective Amendment No. 1 to Registration Statement on
                 Form S-8 for the UICI Restated and Amended 1987 Stock Option
                 Plan filed on April 6, 2006)

      4.3        Registration Rights and Coordination Committee Agreement, dated
                 as of April 5, 2006, by and among the Company and certain
                 stockholders named therein (incorporated by reference to
                 Exhibit 10.3 to the Registrant's Current Report on Form 8-K
                 filed on April 11, 2006)

      5.1        Opinion of Glenn W. Reed regarding legality of securities

     10.1        HealthMarkets 2006 Management Option Plan (incorporated by
                 reference to Exhibit 10.1 to the Registrant's Current Report
                 on Form 8-K filed on May 12, 2006)

     23.1        Consent of Registered Public Accounting Firm -- KPMG LLP

     23.2        Consent of Glenn W. Reed (included in Exhibit 5.1)

     24.1        Powers of Attorney
[{"type": "S-8", "sequence": "1", "filename": "shells8.txt", "secsgml_size_bytes": 26792}]
{"company-data": {"conformed-name": "HealthMarkets, Inc.", "cik": "0000773660", "assigned-sic": "6321", "irs-number": "752044750", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134171", "film-number": "06846320"}, "business-address": {"street1": "9151 BOULEVARD 26", "city": "N RICHLAND HILLS", "state": "TX", "zip": "76180", "phone": "8172555200"}, "mail-address": {"street1": "9151 BOULEVARD 26", "city": "N RICHLAND HILLS", "state": "TX", "zip": "76180"}, "former-company": [{"former-conformed-name": "UICI", "date-changed": "19970630"}, {"former-conformed-name": "UNITED INSURANCE COMPANIES INC", "date-changed": "19920703"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2006
                                                      REGISTRATION NO.  333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ------------------
                              HEALTHMARKETS, INC.
            (Exact name of registrant as specified in its charter)

              DELAWARE                           75-2044750
  (State or other jurisdiction of      (I.R.S. Employer Identification
   incorporation or organization)                  Number)

         9151 BOULEVARD 26
    NORTH RICHLAND HILLS, TEXAS                     76180
  (Address of Principal Executive                (Zip Code)
              Offices)

              Registrant's Telephone Number, Including Area Code:
                                 (817) 255-5200

                   HEALTHMARKETS 2006 MANAGEMENT OPTION PLAN
                            (Full Title of the Plan)

                               GLENN W. REED, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                               HEALTHMARKETS, INC.
                                9151 BOULEVARD 26
                        NORTH RICHLAND HILLS, TEXAS 76180
                                 (817) 255-5200
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                    PROPOSED
                                     MAXIMUM       PROPOSED
                       AMOUNT       OFFERING        MAXIMUM
     TITLE OF          TO BE         PRICE         AGGREGATE       AMOUNT OF
 SECURITIES TO BE    REGISTERED    PER SHARE       OFFERING      REGISTRATION
    REGISTERED         (1) (2)         (3)           PRICE            FEE
-----------------    ----------    -----------     ---------     ------------
Class A-1 Common
Stock, par value
$.01 per share        2,339,341      $ 37.00     $ 86,555,617     $ 9,261.46
===============================================================================
(1) In addition, pursuant to Rule 416(c) promulgated under the Securities Act of
    1933, this registration statement also covers an indeterminate  amount of
    additional securities in order to adjust the number of securities registered
    as a result of a stock  split, stock dividend or similar transaction
    affecting the class A-1 common stock.
(2) We are registering  2,339,341 shares of our class A-1 common stock that we
    may issue upon the exercise of stock options issued or to be issued pursuant
    to the HealthMarkets 2006 Management  Option Plan (the "Plan").  The Plan
    authorizes the issuance of a maximum of 1,489,741 shares of our class A-1
    common stock pursuant to stock options granted to eligible employees, plus
    up to 849,600 shares that may be granted pursuant to Tandem Options (as
    defined in the Plan).  All of the shares issuable under the Plan are being
    registered under this registration statement on Form S-8.
(3) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h) of the Securities Act of 1933 based upon the
    exercise price of the options to be issued pursuant to the Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents,  which have heretofore  been filed by  HealthMarkets,
Inc.  (the  "Company"  or  "Registrant")   with  the  Securities  and  Exchange
Commission  (File No. 1-14953) are  incorporated by reference  herein and shall
be deemed to be a part hereof:

      (a)  Annual  Report on Form 10-K for the fiscal  year ended  December  31,
           2005;

      (b)  Quarterly Report on Form 10-Q for the three months ended on March 31,
           2006; and

      (c)  Current  Reports on Form 8-K filed on February  17,  2006,  March 20,
           2006,  March 30, 2006, April 5, 2006, April 10, 2006, April 11, 2006,
           April 17, 2006, May 12, 2006, and May 16, 2006.

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c),  14 or  15(d)  of the  Securities  Exchange  Act  of  1934  prior  to the
termination  of the  offering  of the offered  securities  shall be deemed to be
incorporated  by reference in this  registration  statement  and to be a part of
this  registration  statement  from the date of  filing of such  documents.  Any
statement contained in this registration statement or in a document incorporated
or deemed to be incorporated by reference in this  registration  statement shall
be deemed  to be  modified  or  superseded  for  purposes  of this  registration
statement  to the  extent  that  a  statement  contained  in  this  registration
statement, or in any subsequently filed document which is incorporated or deemed
to be  incorporated  by reference in this  registration  statement,  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

The class A-1 common stock is subject to the following terms:

DIVIDEND RIGHTS

The board of  directors of the Company may,  but is not  obligated  to,  declare
dividends at its  discretion.  Before any  dividends  are paid on the  Company's
common  stock,  the  holders of any  preferred  stock that may be issued will be
entitled to receive  their  dividends  at the rates  provided  for the shares of
their  series.  Any  dividends  that may be declared on the common stock will be
paid in an equal amount for each share of class A-1 and class A-2 common  stock.
Restrictions  on the payment of cash dividends may be imposed in connection with
future  issuances  of  preferred  stock and  indebtedness  by the  Company.  Any
decisions as to the payment of cash dividends will be made by the board in light
of  then   current   conditions,   including   earnings,   operations,   capital
requirements,   liquidity,   financial  condition,   restrictions  in  financing
arrangements and any other relevant factors as determined by the board.

VOTING RIGHTS

Each  outstanding  share of class A-1 common stock and class A-2 common stock is
entitled  to one  vote  per  share  on each  matter  submitted  to a vote of the
stockholders,  voting  together as a single
class.  The affirmative vote of a majority of the common stock present in person
or by proxy and  entitled  to vote,  voting as a single  class,  is  required to
approve any act or action requiring a vote of the common stockholders.

Pursuant to Delaware law, any amendment to the charter also requires approval by
the  affirmative  vote of  holders of a  majority  of the  voting  power of each
affected class voting separately as a class, in addition to the affirmative vote
of holders of a majority  of the voting  power of all  classes of common  stock,
voting together as a single class.

LIQUIDATION RIGHTS

Upon the liquidation, dissolution or winding up of the Company, after payment of
creditors and any liquidation  preference of preferred stock that may be issued,
the  remaining  net assets of the Company  will be  distributed  pro rata to the
holders of the common stock.

TRANSFER RESTRICTIONS

The holders of class A-1 common stock have entered into a stockholders agreement
(the  "Stockholders  Agreement")  which provides that shares of class A-1 common
stock may only be transferred,  and the holder may only agree to transfer shares
of class A-1 common stock, as follows:

o  to the Company;
o  upon the death of the holder,  pursuant to applicable laws of descent and
   distribution;
o  for  estate  planning  purposes,  pursuant  to a  transfer  to  the  holder's
   immediate  family,  whether  directly  or  indirectly  by means of a trust or
   partnership or other bona fide estate-planning vehicle the only beneficiaries
   of which the holder's immediate family;
o  after  an  initial  public  offering  of  the  Company  (and  subject  to the
   provisions of the registration  rights and coordination  agreement into which
   the holders of class A-1 common stock have entered),  in a registered  public
   offering;  pursuant to Rule 144 promulgated under the Securities Act of 1933,
   as amended (the  "Securities  Act"); in a distribution of shares by a private
   equity  investor to its  general or limited  partners,  members,  managers or
   shareholders;  or with the approval of the private equity investors holding a
   majority of the shares held by the private equity investors; and
o  pursuant to the provisions in "-- Required Sale of Shares" set forth below.

REQUIRED SALE OF SHARES

If affiliates of The Blackstone  Group,  Goldman Sachs Capital  Partners and DLJ
Merchant Banking  Partners  collectively own at least fifty percent (50%) of the
Company's  outstanding  class A-1 common stock,  and affiliates of these private
equity firms owning at least  thirty-five  percent (35%) of the Company's  class
A-1 common stock enter into a definitive written agreement to sell shares of the
Company's common stock to any third party which,  taking into account all shares
to be  transferred  in this and all related  transactions,  would  result in the
transfer of greater  than 50% of the  outstanding  common  stock of the Company,
then the selling  affiliates will have the option  pursuant to the  Stockholders
Agreement  to obligate  each  holder of class A-1 common  stock to sell the same
proportion of the holder's shares as is sold by the selling affiliates. Upon the
exercise of this  required  sale  option,  each holder of class A-1 common stock
will be  subject  to the same terms as those  applicable  to shares  held by the
selling  affiliates,  including,  but not limited to, the  obligation  to have a
portion  of the  purchase  price  held  back  or  held  in  escrow  pending  the
satisfaction of any indemnity obligations.

REDEMPTION

                                      -2-
The  certificate of  incorporation  does not provide for redemption  rights with
respect to class A-1 common stock.

TRANSFER AGENT

The transfer agent for the Company's  class A-1 common stock is Mellon  Investor
Services LLC.

STOCK EXCHANGE LISTING

The Company's class A-1 common stock is not listed on any stock exchange.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  consolidated  financial  statements  and  schedules  of the  Company  as of
December 31, 2005 and 2004, and for each of the years in the  three-year  period
ended December 31, 2005, and  management's  assessment of the  effectiveness  of
internal  control  over  financial  reporting  as of December 31, 2005 have been
incorporated  by  reference  herein,  in reliance  upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.

The legality of the shares of class A-1 common stock of the Company to be issued
in  connection  with the Plan is being  passed  upon for the Company by Glenn W.
Reed, Executive Vice President and General Counsel of the Company.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  145(a)  of  the  Delaware  General  Corporation  Law  provides  that  a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection  with such  action,  suit or  proceeding  if the person acted in good
faith and in a manner the person reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.

Section  145(b)  of  the  Delaware  General  Corporation  Law  provides  that  a
corporation  may  indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that such person acted in any of the  capacities  set forth above,  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in  connection  with the defense or  settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best  interests of the  corporation,  except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable to the  corporation,
unless  and only to the extent  that the court in which such  action or suit was
brought shall determine that,  despite the adjudication of liability but in view
of all the  circumstances  of the case,  such  person is fairly  and  reasonably
entitled to indemnity for such expenses which the court shall deem proper.

                                      -3-
Further  subsections of Delaware  General  Corporation  Law Section 145 provide
that:

o  to the extent a present or former  director or officer of a  corporation  has
   been successful on the merits or otherwise in defense of any action,  suit or
   proceeding  referred  to in  subsections  (a)  and (b) of  Section  145 or in
   defense  of any  claim,  issue  or  matter  therein,  such  person  shall  be
   indemnified  against  expenses  (including   attorneys'  fees)  actually  and
   reasonably incurred by such person in connection therewith;

o  the  indemnification  and  advancement  of expenses  provided for pursuant to
   Section 145 shall not be deemed  exclusive of any other rights to which those
   seeking  indemnification or advancement of expenses may be entitled under any
   bylaw,  agreement,   vote  of  stockholders  or  disinterested  directors  or
   otherwise; and

o  the  corporation  shall have the power to purchase and maintain  insurance on
   behalf of any person who is or was a director,  officer, employee or agent of
   the corporation,  or is or was serving at the request of the corporation as a
   director,  officer,  employee or agent of another  corporation,  partnership,
   joint  venture,  trust or other  enterprise,  against any liability  asserted
   against  such person and  incurred by such  person in any such  capacity,  or
   arising out of such person's  status as such,  whether or not the corporation
   would have the power to indemnify such person  against such  liability  under
   Section 145.

Article IX of the Company's  certificate  of  incorporation  (i)  authorizes the
indemnification  of directors and officers (the  "Indemnitees")  under specified
circumstances  to  the  fullest  extent   authorized  by  the  Delaware  General
Corporation   Law,  (ii)  provides  for  the  advancement  of  expenses  to  the
Indemnitees   for   defending   any   proceedings   related  to  the   specified
circumstances,  (iii) gives the  Indemnitees the right to bring suit against the
Company to enforce the foregoing  rights to  indemnification  and advancement of
expenses,  and (iv)  authorizes  the  Company to  maintain  certain  policies of
insurance to protect itself and any of its directors, officers or employees. The
Registrant has an insurance  policy covering its directors and officers  against
certain personal  liability,  which may include liabilities under the Securities
Act of 1933.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.    EXHIBITS.

See the Index to Exhibits, which is incorporated herein by reference.

ITEM 9.    UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

      (a)  To file, during any period in which offers or sales are being made, a
           post-effective amendment to this registration statement:

           (i)  To include any  prospectus  required by Section  10(a)(3) of the
                Securities Act of 1933;

           (ii) To reflect in the  prospectus  any facts or events arising after
                the effective  date of the  registration  statement (or the most
                recent post-effective amendment thereof) which,  individually or
                together,  represent a fundamental change in the

                                      -4-
information   set   forth   in   the   registration   statement.
                Notwithstanding  the  foregoing, any increase or decrease in the
                volume  of  securities  offered (if the  total  dollar  value of
                securities  offered  would not exceed that which was registered)
                and any  deviation  from  the low or  high  end of the estimated
                maximum   offering  range  may  be  reflected  in  the  form  of
                prospectus filed with the  Securities  and  Exchange  Commission
                pursuant  to Rule  424(b) if, in the  aggregate, the  changes in
                volume and price  represent  no more than a 20 percent change in
                the   maximum   aggregate   offering   price  set forth  in  the
                "Calculation  of   Registration   Fee"  table  in the  effective
                registration statement;

           (iii)To include any material  information with respect to the plan of
                distribution  not  previously   disclosed  in  the  registration
                statement  or any  material  change to such  information  in the
                registration statement;

           Provided,  however, that paragraphs (a) (i) and (a) (ii) do not apply
           if  the  information  required  to be  included  in a  post-effective
           amendment by those  paragraphs is contained in periodic reports filed
           with or furnished to the  Securities  and Exchange  Commission by the
           Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
           Act of 1934 that are  incorporated  by reference in the  registration
           statement.

      (b)  That,  for  the  purpose  of  determining  any  liability  under  the
           Securities Act of 1933, each such  post-effective  amendment shall be
           treated to be a new registration statement relating to the securities
           offered  therein,  and the offering of such  securities  at that time
           shall be treated to be the initial bona fide offering thereof.

      (c)  To file a post-effective amendment to remove from registration any of
           the securities being registered that remain unsold at the termination
           of the offering.

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of North Richland Hills, State of Texas, on May 16, 2006.

                               HEALTHMARKETS, INC.

                               By:  /s/ Glenn W. Reed
                                    --------------------------
                                    Name:  Glenn W. Reed
                                    Title: Executive Vice President
                                           and General Counsel

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

SIGNATURE                    TITLE                            DATE

   *
---------------------------
   William J. Gedwed         President, Chief Executive       May 16, 2006
                             Officer and Director

   *
---------------------------
   Mark D. Hauptman          Vice President, Chief            May 16, 2006
                             Financial Officer and
                             Chief Accounting Officer
                             (principal financial
                             officer and principal
                             accounting officer)

   *
---------------------------
   Chinh E. Chu              Director                         May 16, 2006

   *
---------------------------
   Matthew Kabaker           Director                         May 16, 2006

   *
---------------------------
   Adrian M. Jones           Director                         May 16, 2006

   *
---------------------------
   Nathaniel Zilkha          Director                         May 16, 2006

                                      -6-
*
---------------------------
   Kamil M. Salame           Director                         May 16, 2006

   *
---------------------------
   Mural R. Josephson        Director                         May 16, 2006

*By:

/s/ Glenn W. Reed
----------------------------
   Glenn W. Reed                                              May 16, 2006
   (Attorney-In-Fact)

                                      -7-
INDEX TO EXHIBITS

    EXHIBIT                         DESCRIPTION
--------------   ---------------------------------------------------------------

     3.1         Certificate of Incorporation of the Registrant (incorporated by
                 reference to Exhibit 1 to the Registrant's Registration
                 Statement on Form 8-A filed on April 5, 2006)

      3.2        Certificate of Amendment to Certificate of Incorporation of the
                 Registrant (incorporated by reference to Exhibit 3.1 to the
                 Registrant's Current Report on Form 8-K filed on April 17,
                 2006)

      3.3        By-Laws of the Registrant (incorporated by reference to Exhibit
                 2 to the Registrant's Registration Statement on Form 8-A filed
                 on April 5, 2006)

      4.1        Stockholders' Agreement, dated as of April 5, 2006, by and
                 among the Company and certain stockholders named therein
                 (incorporated by reference to Exhibit 4.1 to the Registrant's
                 Post-Effective Amendment No. 1 to Registration Statement on
                 Form S-8 for the UICI Restated and Amended 1987 Stock Option
                 Plan filed on April 6, 2006)

      4.2        Specimen stock certificate of class A-1 common stock
                 (incorporated by reference to Exhibit 4.2 to the Registrant's
                 Post-Effective Amendment No. 1 to Registration Statement on
                 Form S-8 for the UICI Restated and Amended 1987 Stock Option
                 Plan filed on April 6, 2006)

      4.3        Registration Rights and Coordination Committee Agreement, dated
                 as of April 5, 2006, by and among the Company and certain
                 stockholders named therein (incorporated by reference to
                 Exhibit 10.3 to the Registrant's Current Report on Form 8-K
                 filed on April 11, 2006)

      5.1        Opinion of Glenn W. Reed regarding legality of securities

     10.1        HealthMarkets 2006 Management Option Plan (incorporated by
                 reference to Exhibit 10.1 to the Registrant's Current Report
                 on Form 8-K filed on May 12, 2006)

     23.1        Consent of Registered Public Accounting Firm -- KPMG LLP

     23.2        Consent of Glenn W. Reed (included in Exhibit 5.1)

     24.1        Powers of Attorney