SecProbe.io

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Mail Stop 6010

								November 10, 2005

Kevin M. McNamara
Executive Vice President and Chief Financial Officer
HealthSpring, Inc.
44 Vantage Way, Suite 300
Nashville, TN 37228

	Re:	HealthSpring, Inc.
		Registration Statement on Form S-1
		Filed October 11, 2005
		File No. 333-128939

Dear Mr. McNamara:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

FORM S-1

General

1. Please provide us proofs of all graphic, visual, or
photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus.  Please note we may
have
comments regarding these materials.

2. Please note that when you file a pre-effective amendment
containing
pricing-related information, we may have additional comments.  As
you
are likely aware, you must file this amendment prior to
circulating
the prospectus.

3. Please note that when you file a pre-effective amendment that
includes your price range, it must be bona fide.  We interpret
this to
mean your range may not exceed $2 if you price below $20 and 10%
if
you price above $20.

4. We note some selling shareholders will be participating in the
offering.  Please revise the registration fee table to state
separately the number of shares being registered for the primary
offering and the number of shares being registered for the
secondary
offering.

5. You abbreviate several terms and phrases throughout the filing,
especially in the Risk Factors section.  The large amount of
abbreviations in the document makes the disclosure difficult to
understand.  Please replace the following abbreviations throughout
the
filing with the terms and phrases for which they stand: PDP, PMPM,
IBNR, and IPA.

Prospectus Summary, page 1

6. Your summary does not present a balanced view of your business.
Currently, your summary is a detailed discussion of only the
positive
aspects of your company`s business, industry, and strategy.
Please
revise the summary to present a balanced picture.  Also, since you
include headings entitled "Our Competitive Advantages" and "Our
Growth
Strategy," the balancing disclosure should address the
difficulties
you face and the obstacles you will need to overcome to accomplish
your strategy, and this information should appear under
appropriate
headings.  This also means that you cannot satisfy the comment by
merely providing a cross-reference to the risk factors section.

7. Your summary is much longer and more detailed than is
anticipated
by Item 503(a) of Regulation S-K.  We also note that much of the
information in the summary is repeated verbatim in the Business
section of your document.  Please revise to provide a
substantially
shorter summary.

8. Please define Medicare Advantage and Medicare Part D the first
time
these terms are used.

Risk Factors, page 9

9. Please delete from the introductory paragraph the sentence that
reads, "Additional risks and uncertainties not currently known to
us,
or risks that we currently deem immaterial, may also impair our
business."  You are required to disclose all risks you believe to
be
material, and it is inappropriate to refer to immaterial risks.
Please delete the similar disclosure in the "Other Considerations"
discussion in your summary on page 4.

The Medicare Prescription Drug, Improvement and Modernization Act
. .
. , page 9

10. Please revise each of the subheadings within this risk factor
to
summarize the risks discussed in the bullet points.  For example,
the
bullet points beneath the subheading "Risks related to new limited
annual enrollment period" on page 10 discuss the risk of being
unable
to market your products outside of the annual enrollment period
and
the risk of losing some of your sales force.  Please revise the
subheading to mention these risks.

Risk of increased competition, page 9

11. Have you already observed new competitors enter the industry?
If
so, please discuss this fact and the degree of new competition you
have observed.

Risks related to new limited annual enrollment periods, page 10

12. Please state how long the annual enrollment period will last,
and
state what time of year it will be.

13. If you have already begun to experience difficulties
recruiting or
retaining sales personnel in anticipation of the limited annual
enrollment period, please discuss the situation.

If we are required to maintain higher statutory capital levels . .
. ,
page 12

14. Please explain how risk-based capital requirements differ from
statutory capital requirements.  Also if risk-based capital
requirements typically are higher than statutory capital
requirements,
state that fact.

If state regulators do not approve payments . . . , page 13

15. This risk factor states some disbursements can be made without
prior approval or notification.  The risk factor heading suggests
these disbursements might not be sufficient.

* Please describe the general criteria that determine whether
prior
approval or notification is necessary.  For example, is it based
on
the size of the disbursement, the intended use, whether the
disbursement would cause you to drop below the statutory capital
requirement, etc.?
* Disclose the aggregate amount of disbursements made in the most
recently completed fiscal year, how much of that amount required
prior
approval, and how much required only notification.
* If your business has ever been materially harmed because of an
inability to obtain approval for a needed disbursement, discuss
the
situation.

Competition in our industry may limit our ability . . . , page 15

16. Please identify your principal competitors.

A disruption in our healthcare provider networks . . . , page 16

17. Please expand the discussion to quantify the percentage of
your
membership and revenues represented by the Texas market.

We may be unsuccessful in implementing our growth strategy . . . ,
page 17

18. If integrating acquired companies or expanding into new
service
areas has caused material difficulties for your company in the
past,
please discuss the situation(s).

We are dependent upon our executive officers . . . , page 18

19. Please identify the "other senior executives" upon whom you
are
dependent, and state whether you have written employment
agreements
with them.

Violation of the laws and regulations applicable to us could
expose us
. . . , page 18

20. This risk factor appears to overlap with "Our business
activities
are highly regulated . . ." on page 12.  Please combine these two
risk
factors and eliminate any repetitive text.  Alternatively, revise
the
two risk factors and their headings so it is clear they are
describing
distinct risks.

Claims relating to medical malpractice . . . , page 19

21. Please expand the discussion to clarify whether and the extent
to
which states in which you conduct operations have considered or
proposed legislation to permit managed care organizations to be
held
liable for negligent treatment decisions or benefits coverage
determinations.

22. Please disclose your level of insurance coverage for the risks
described in this discussion and the cost to you of such coverage,
if
material.

There has been no public market . . . , page 21

23. As currently worded, this risk factor could apply to any
initial
public offering.  If you keep this risk factor in your document,
please revise it so it is specific to your situation.  You should
either delete or revise "If we are unable to conclude that we have
effective internal controls . . ." and "Requirements associated
with
being a public company . . . ," which immediately follow this risk
factor, for the same reason.

Under our amended and restated certificate of incorporation . . .
,
page 22

24. Please expand the discussion to clarify whether the
individuals
referred to in this discussion can pursue an opportunity they
became
aware of as a result of their position, affiliation or
relationship
with the registrant.

If you purchase our common stock in this offering . . . , page 24

25. Please revise this risk factor to explain that investors who
purchase shares will contribute ___% of the total amount to fund
the
company but will own only ___% of the voting rights.

Use of Proceeds, page 27

26. Please state how much of the funds you plan to use to pay off
your
outstanding debt.

27. Please identify with more specificity the purposes currently
described as "working capital and other general corporate
purposes."
Also, state the approximate amount of funds you anticipate using
for
each of these purposes.

Dividend Policy, page 27

28. Please quantify the amount of your subsidiaries` unrestricted
funds as of the latest practicable date.

Capitalization, page 28

29. Please justify why you appear to assume that the preferred
stock
will convert to common stock when, based on your disclosures on
page
F-8, the holders of the preferred stock may require you to redeem
them
for cash.

Selected Financial Data and Other Information, page 30

30. Please justify why it is appropriate to combine the
predecessor
and your financial statements in presenting amounts for the six
months
ended June 30, 2005.  On page 36, you disclosed that this combined
presentation was not in accordance with GAAP, but that you
believed it
was useful in analyzing and comparing operating trends.  However,
in
light of the purchase accounting adjustments that resulted from
the
recapitalization, it does not appear that they are comparable.  In
addition, it would appear that you can provide disclosures to
facilitate the analysis and comparison of operating trends without
this combined presentation.

31. Please tell us why your use of "EBITDA" as a performance
measure
is not prohibited by Item 10(e)(1)(ii)(B) of Regulation S-K and
Question 8 of the Frequently Asked Questions Regarding the Use of
Non-
GAAP Financial Measures.  In addition, please explain why your use
of
"EBITDA" as a liquidity measure is not prohibited by Item
10(e)(1)(ii)(A) and Question 14, as the measure also excludes
minority
interest, phantom stock compensation, extraordinary gain, and
transaction expenses.  Finally, as long as you use this measure,
please rename it so it is not confused with EBITDA, as commonly
understood and defined in Item 10(e)(1)(ii)(A) and Question 14.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 36

Comparison of the Combined Six Month Period Ended June 30, 2005 to
the
. . . , page 38

Preferred Dividend, page 41

32. Please justify why it is appropriate to state that the
preferred
stock will automatically convert into common stock when, based on
your
disclosures on page F-8, the holders of the preferred stock may
require you to redeem them for cash.

Comparison of Year Ended December 31, 2004 to Year Ended December
. .
. , page 41

33. Please justify why it is appropriate to discuss the results of
the
NewQuest operations for 2003 on an "as if consolidated basis."  In
so
doing, please address the following comments:

a. You disclosed that this presentation was not in accordance with
GAAP, but that you believed it was best way to understand the
results
of operations and the underlying reasons.  However, in light of
the
purchase accounting adjustments that resulted from the HSMI
acquisition, it does not appear that they are comparable.  In
addition, it would appear that you can provide disclosures to
facilitate an understanding of the results of operations without
this
presentation.

b. Please explain why, even with this presentation, you still need
to
cite the HMSI acquisition as a factor that contributed to changes,
between 2004 and 2003, in depreciation and amortization expense,
minority interest, and extraordinary gain.

c. Even if this presentation was appropriate, please justify why
it is
appropriate to only discuss 2003 this way when comparing 2004 to
2003,
not when comparing 2003 to 2002.

d. Even if this presentation was appropriate, please further
justify
why it is appropriate to adjust for an acquisition only in 2003,
but
not for the acquisition of HSA in 2002.

e. In the end, please clarify how these inconsistencies facilitate
an
understanding of your results of operations.

Comparison of Year Ended December 31, 2003 to Year Ended December
. .
. , page 44

34. Please discuss why the proportion of income tax expense to
pre-tax
income was significantly less in 2002 than in 2003.

Liquidity and Capital Resources, page 45

35. Please disclose the sufficiency of your current level of cash
on
hand and internally generated cash flows, without assuming amounts
that may become available under a new revolving a credit facility
that
you intend to put in place following consummation of this
offering.

Cash Flows from Operating Activities, page 46

36. Please revise your discussion of net cash from operating
activities to comply with Section IV.B.1. of Financial Reporting
Release 72 or tell us how it now complies.

Critical Accounting Policies and Estimates, page 49

Medical Claims Liability and Medical Expenses, page 49

37. If a range is calculated around the medical claims liability,
please: (a) disclose that range; (b) discuss the key assumptions
used
to arrive at the best estimate within that range; and, (c)
describe
why the amount recognized represented the best estimate, rather
than
any other amount within the range.  If a range is not calculated
and
if you generate multiple point estimates, please:  (i) disclose
the
range of those point estimates; (ii) clarify whether a specific
point
estimate is recognized or, if not, how the estimates are used;
and,
(iii) describe why the amount recognized represented the best
estimate, rather than any other amount within the range.

38. Please tell us whether the changes in the completion and
claims
trend factors used to illustrate their sensitivity represent the
reasonably likely changes in those factors, as contemplated by
Section
V. of Financial Reporting Release 72.  If not, please revise your
disclosures to illustrate the potential impact of reasonably
likely,
as opposed to hypothetical, changes in those factors.

39. Please elaborate on the prior period liability development to
include the following disclosures:  (a) discuss and quantify
offsetting changes in the prior estimates; (b) identify the
changes in
the key assumptions underlying the prior estimates; and, (c)
disclose
any trends in the number of claims and the average settlement
amounts
and how those trends are consistent with the liability
development.

Business

Overview, page 54

40. Please provide us with independent, third-party support for
the
statement that you "are one of the largest managed care
organizations
in the United States whose primary focus is the Medicare Advantage
market."  Also, cite this source in your filing.

41. We note the statement, "Our concentration on Medicare
Advantage
provides us with opportunities to better understand the Medicare
program, design superior products, control medical expenses, and
offer
high quality healthcare benefits to Medicare beneficiaries in our
local service ar