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 *
HILDEBRAND PHILLIP JOHN
   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)
Chief Executive Officer
(Last)
(First)
(Middle)
9151 BOULEVARD 26		 3. Date of Earliest Transaction (Month/Day/Year)
06/30/2008
(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 06/30/2008   P   57,472 A $ 34.8 57,472 D  
Class A-1 Common Stock 06/30/2008   A   34,483 A $ 0 (1) 91,955 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) 06/30/2008   A   82,500   06/05/2009(3) 06/05/2018 Class A-1 Common Stock 82,500 $ 0 (2) 82,500 D  
Stock Option $ 34.8 06/30/2008   A   412,500   06/05/2009(3) 06/05/2018 Class A-1 Common Stock 412,500 $ 34.8 412,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HILDEBRAND PHILLIP JOHN
9151 BOULEVARD 26
NORTH RICHLAND HILLS, TX 76180		   X     Chief Executive Officer  

Signatures

 Phillip J. Hildebrand By: /s/ Peggy G. Simpson, POA   07/02/2008
**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 continued employment with the Company (or certain qualifying terminations of his employment), the shares will vest in three equal annual installments, on each of June 5, 2009, June 5, 2010 and June 5, 2011.
(2) The initial Option Price is (i) $34.80 per Share if exercised prior to the first anniversary of June 5, 2008 (as defined in Optionee's Employment Agreement, the "Effective Date"); (ii) $38.28 per Share if exercised on or after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date; (iii) $42.11 per Share if exercised on or after the second anniversary of the Effective Date but prior to the third anniversary of the Effective Date; (iv) $46.32 per Share if exercised on or after the third anniversary of the Effective Date but prior to the fourth anniversary of the Effective Date; (v) $50.95 per Share if exercised on or after the fourth anniversary of the Effective Date but prior to the fifth anniversary of the Effective Date; and (vi) $56.05 per Share if exercised on or after the fifth anniversary of the Effective Date.
(3) The Time-Based Tranche A Options shall become exercisable (i.e. vested) with respect to 20% of the Time-Based Options (99,000 Shares) on the first anniversary of the Effective Date (as defined in Optionee's Employment Agreement as June 5, 2008) and the remainder of the Time-Based Tranche A Options (396,000 Shares) shall vest in equal quarterly installments thereafter until the fifth anniversary of the Effective Date, in each case, subject to Optionee's remaining in the continuous employ of the Company or any Subsidiary through the applicable vesting date.

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