8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2006 (May 1, 2006)

HEALTHSPRING, INC.

(Exact name of registrant as specified in charter)

Delaware	001-32739	20-1821898
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

44 Vantage Way, Suite 300
Nashville, Tennessee	37228
(Address of principal executive offices)	(Zip Code)

(615) 291-7000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 7.01 Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Ex-99.1 Press Release

Item 7.01 Regulation FD Disclosure.

On May 1, 2006, HealthSpring, Inc. issued a press release, the text of which is set forth as Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number		Description
	99.1	Press Release, dated May 1, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HEALTHSPRING, INC.
By:	/s/ J. Gentry Barden
	J. Gentry Barden
	Senior Vice President, Corporate General Counsel, and Secretary

Date: May 1, 2006

EX-99.1

                                                              EXHIBIT 99.1



(HEALTHSPRING LOGO)


Company Contact:   J. Gentry Barden, Esq.
                   Senior Vice President & General Counsel
                   HealthSpring, Inc.
                   (615) 401-4531


                  HEALTHSPRING CLARIFIES PART D ENROLLMENT DATA


NASHVILLE, Tenn. (May 1, 2006) - In response to the posting by the Centers for
Medicare and Medicaid Services ("CMS") of Part D enrollment data, HealthSpring,
Inc. (NYSE:HS) is releasing its Medicare Advantage (including Part D) membership
enrollment data in order to clarify potential investor misinterpretations of the
CMS data. Please note that CMS's data relates to Part D enrollment only (in
other words, it does not reflect Medicare Advantage-only membership) as of April
27, 2006 and does not reflect the ongoing enrollment reconciliation process. For
these and other reasons, CMS has acknowledged that its published data may be
different from Medicare Advantage plans' internal counts as of any particular
date, including HealthSpring's.

         According to HealthSpring's current internal enrollment data, as of
March 31, 2006 membership in all of its Medicare Advantage plans was as follows:

                                 
                     MA-only                                   4,319
                     MA-PD                                    99,787
                                                           ---------
                         Total                               104,106(a)

                     Stand-alone PDP                          74,985(b)



                     


(a) Includes approximately 2,000 members HealthSpring is attempting to
    reconcile to CMS records.

(b) Does not include additional members auto-assigned after March 31, 2006,
    effective May 1, 2006.

ABOUT HEALTHSPRING, INC.

HealthSpring, Inc. is one of the largest managed care organizations in the
United States whose primary focus is the Medicare Advantage market. The Company
currently owns and operates Medicare Advantage and stand-alone Medicare
prescription drug plans in Tennessee, Texas, Alabama, Illinois, and Mississippi.
In addition, the Company uses its infrastructure and provider networks in
Tennessee and Alabama to offer commercial health plans to individuals and
employer groups.


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