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): June 28, 2007 (June 28, 2007)

HEALTHSPRING, INC.

(Exact name of registrant as specified in charter)

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

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

Item 8.01 Other Events

On June 28, 2007, HealthSpring, Inc. (the “Company”) delivered a letter to Mr. Conrad Bringsjord, Senior Managing Director of Clinton Group, Inc. (“Clinton Group”). The letter was in response to a letter to the Board of Directors of the Company received from Clinton Group on June 26, 2007, which was filed by Clinton Group as an exhibit to its Statement of Beneficial Ownership on Schedule 13D on June 27, 2007. A copy of the letter sent to Clinton Group by the Company on June 28, 2007 is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Letter dated June 28, 2007, sent by HealthSpring, Inc. to Conrad Bringsjord, Senior Managing Director of Clinton Group, Inc.

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: June 28, 2007

EX-99.1

EXHIBIT 99.1

June 28, 2007

Conrad L. Bringsjord
Clinton Group, Inc.
9 West 57^th Street
New York, NY 10019

Dear Mr. Bringsjord:

     We have received your letter to the Board of Directors dated June 26, 2007 and reviewed your Schedule 13D filing made yesterday, both of which we have brought to the Board’s attention. The views of our stockholders are very important to us and we welcome their input and perspectives.

     Our Board of Directors and management are committed to exploring how best to build stockholder value and, in that context, will review the suggestions made in your filing and letters and will give them appropriate consideration. I will be contacting you to arrange a time when we can further discuss your ideas.

Sincerely,


Herbert A. Fritch
Chairman, President, and Chief
     Executive Officer
 

44 Vantage Way, Suite 300
Nashville, TN 37228
(615) 291-7000
(615) 401-4566 (fax)