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Mail Stop 6010          December 23, 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, Amendment 1   Filed December 9, 2005   File No. 333-128939
Dear Mr. McNamara:
  We have reviewed your filing and have the following comments.  Where indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
  Please understand that the purpose of our re view 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

 If we are unable to implement effectiv e internal controls . . . , page 21

1. We reissue comment 23 in part.  This risk factor still appears to be generic in
nature.  Please discuss the specific issu es or weaknesses you have identified, if
any, regarding your internal controls.  If  you are not aware of any such issues,
please consider whether it is  appropriate to include th is risk factor in your
document.

Kevin M. McNamara
HealthSpring, Inc. December 23, 2005 Page 2
Capitalization, page 29

2. In light of your response to prior co mment 29, please disclose how the GTCR
funds advised you of their intentions a nd the extent to which they are bound by
these intentions.  If they are non-binding, please further justif y, to us, why it is
appropriate to assume that the preferred stock will convert to common stock, as it
would not appear to be factually supportable.
 Selected Financial Data a nd Other Information, page 31

3. While your response to prior comment 31 asse rted that “[n]one of the adjustments
to EBITDA made in calculating Adjusted  EBITDA eliminate items … prohibited
by Item 10(e)(1)(ii)(B) or Question 8 of the FAQs”, it appears that the
adjustments made in calculating EBITDA appear to be so prohibited.  Specifically, income tax expense, inte rest expense, and depreciation and
amortization appear to recurring items.  As such, please remove disclosures
related to Adjusted EBITDA or justify why it is not prohibited.
 Management’s Discussion and Analysis of Financial Condition and Results …, page 36

 Critical Accounting Policies and Estimates, page 51

 Medical Claims Liability and Medical Expenses, page 52

4. In light of your response to comment 37, please disclose the extent to which
“management’s best estimate of medical e xpense incurred but not yet reported” is
consistent with the point estimate that results from your actuarial methodologies.
To the extent that they differ, please qualitatively and quantitatively explain why.

5. As your response to prior comment 38 noted  that the changes are intended to be
hypothetical, please revise your disclosures to  illustrate the po tential impact of
reasonably likely, as opposed to hypotheti cal, changes, as we had requested in
that comment and as contemplated by S ection V. of Financial Reporting Release
72.

6. Your response to prior comment 39 appear s to provide only a general discussion
of what could cause prior pe riod liability development.  As such and as we had
requested, please elaborate on the actual pr ior period liability development that
you experienced in each of the periods fo r which you present financial statements
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 treads are consistent with the liability
development.

Kevin M. McNamara
HealthSpring, Inc. December 23, 2005 Page 3

Business, page 58

7. We note your response to comment 40 regard ing your belief that you “are one of
the largest managed care orga nizations in the United States whose primary focus
is the Medicare Advantage market.”  Please cite in your document the sources
upon which this belief is based, and explai n how management used these sources
to arrive at the belief.

8. We note your response to comment 41.  Pl ease identify and di scuss the specific
medical costs that your concentration on Medicare Advantage has enabled you to
control.
 Non-employee Directors, page 84

9. Please provide the names of Mr. Hensle y’s publishing company and real estate
and rental property development companies.
 Index to Financial Statements, page F-1

 Financial Statements of HealthSprin g, Inc. and Subsidiaries, page F-2

 2.  Recapitalization, page F-5

10. Please tell us why it was appropriate to  expense the $1.7 million in transaction
costs HealthSpring appeared to incur dur ing the seven months ended September
30, 2005.
 Financial Statements of NewQuest, LLC as  of and for the Years Ended …, page F-14

 Notes to Consolidated Financial Statements, page F-19

 (1)  Organization and Summary of Signi ficant Accounting Policies, page F-19

 (a)  Description of Business and Basis of Presentation, page F-19

 GulfQuest, LP (GulfQuest), page F-18

11. Please elaborate on your assertion, in re sponse to prior comment 63, that you do
not believe either FIN 46(R)  or EITF 97-2 requires you to consolidate any of the
independent physician associations mana ged by GulfQuest.  In so doing, please
tell us whether each guidance is applicable, as we had requested, and why or why not.  If either is applicable , please cite the specific paragraphs of the applicable
guidance that caused you to believe the consolidation was not required.

Kevin M. McNamara
HealthSpring, Inc. December 23, 2005 Page 4

(m)  Fee Revenue, page F-25

12. Please tell us why it is appropriate to pr esent, within medical expense, the fees
you receive based on a share of the profits  related to members of NewQuest’s
HMO subsidiaries, as per your revised disclosures and your response to prior
comment 70.  Please cite the specific accounting literature supporting this
presentation.
(o)  Earnings per Member Unit, page F-25

13. Please tell clarify your as sertion, included in your response to prior comment 71,
that the phantom membership agreements we re “not dilutive”.  If you believe that
they should not have been consider as poten tially dilutive, please cite the specific
paragraphs in SFAS 128 suppor ting that belief.  However, if you considered them
as potentially dilutive, please elabor ate on how, under SFAS 128, they would be
antidilutive “because amounts thereunder we re only payable thereunder in the
event of the sale of the Company”.  In addition, as your responded that the TennQuest ownership interests were
potentially dilutive, please revise your disclosures, here and on page F-7, that
there were no potentially dilutive units so  that it complies with  paragraph 40(c) of
SFAS 128.
  (21)  Phantom Membership Agreements, page F-40

14. As we had requested in our  prior comment 75, please cite  the specific literature
supporting your accounting for the phantom membership agreements.  In so doing, please tell us whether the they ar e within the scope of SFAS 123 and EITF
96-18 and why or why not.  If so, please tell us how you have complied with the applicable guidance.
 Item 16. Exhibits and Financial Statement Schedules, page II-3

15. Agreements filed pursuant to Item 601( b)(10) of Regulation S-K are typically
material enough that their pr incipal terms should also be  discussed in the body of
the filing.  Please ensure that you provide appropriate disclosure concerning each
of these contracts.  In your response le tter, please list the page numbers where
each exhibit filed under Item 601(b)( 10) is discussed in your filing.

* * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to

Kevin M. McNamara
HealthSpring, Inc. December 23, 2005 Page 5
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  You may contact Keira Ino at (202)  551-3659 or Oscar Young at (202) 551-3622
if you have questions regarding comments on the financial statements and related
matters.  Please contact Greg Belliston at  (202) 551-3861 or me at (202) 551-3715 with
any other questions.          S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Howard H. Lamar III, Esq.  J. James Jenkins, Jr., Esq.  Bass, Berry & Sims PLC  315 Deaderick Street, Suite 2700
 Nashville, TN 37238