FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Barden J Gentry 2. Date of Event Requiring Statement (Month/Day/Year) 02/02/2006 3. Issuer Name and Ticker or Trading Symbol HealthSpring, Inc. [HS] (Last) (First) (Middle) 44 VANTAGE WAY, SUITE 300 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP, Corporate GC & Sec 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NASHVILLE, TN 37228 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 13,054 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	  (2)	09/19/2015	Common Stock	150,000 (1)	$ 1.25 (1)	D	Â
Preferred Stock	  (3)	  (3)	Common Stock	(4)	$ (4)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Barden J Gentry 44 VANTAGE WAY SUITE 300 NASHVILLE, TN 37228	Â	Â	  Senior VP, Corporate GC & Sec	Â

Signatures

/s/ J. Gentry Barden		02/02/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Does not give effect to a one-for-two reverse common stock split effective immediately prior to the closing of the initial public offering.
(2)	Becomes vested and exercisable on July 19, 2006 with respect to twenty percent (20%) of the shares, and with respect to an additional 1.666666667% of the shares on the last day of each calendar month thereafter.
(3)	The Preferred Stock is convertible upon the closing of the initial public offering of Common Stock.
(4)	The reporting person currently holds 48.695 shares of Preferred Stock. Each share of Preferred Stock is convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends through the day immediately prior to the closing date of the initial public offering by (2) the per share initial public offering price of the Common Stock.

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