FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * GEDWED WILLIAM J   2. Issuer Name and Ticker or Trading Symbol UICI [UCI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) 9151 GRAPEVINE HIGHWAY 3. Date of Earliest Transaction (Month/Day/Year) 04/05/2006 (Street) NORTH RICHLAND HILLS, TX 76180 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/05/2006   J(1)   4,357.0728 D $ 37 0 I Trustees 401(k)/ESOP Class A-1 Common Stock (2) 04/05/2006   P   34,806.32 A $ 37 55,776.32 D

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

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 30.75

03/16/2006

06/14/2010

Class A-1 Common Stock (3)

100,000

100,000

D

Stock Option

$ 9

05/17/2002

06/16/2006

Class A-1 Common Stock (3)

448

448

D

Stock Option

$ 14.19

02/08/2003

03/10/2007

Class A-1 Common Stock (3)

164

164

D

Stock Option

$ 14.85

08/03/2002

09/02/2006

Class A-1 Common Stock (3)

154

154

D

Stock Option

$ 15.19

11/02/2002

12/02/2006

Class A-1 Common Stock (3)

150

150

D

Stock Option

$ 20.1

05/03/2003

06/02/2007

Class A-1 Common Stock (3)

114

114

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GEDWED WILLIAM J 9151 GRAPEVINE HIGHWAY NORTH RICHLAND HILLS, TX 76180	X		Chairman, President & CEO

Signatures

William J. Gedwed by Peggy G. Simpson, POA		04/06/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Pursuant to the Agreement and Plan of Merger, dated as of September 15, 2005, by and among Premium Finance LLC, Mulberry Finance Co., Inc., DLJMB IV First Merger LLC, Premium Acquisition, Inc., Mulberry Acquisition, Inc., DLJMB IV First Merger Co Acquisition Inc.and UICI, which merger became effective as of April 5, 2006, shares of UICI common stock beneficially owned by the Reporting Person were cancelled and the Reporting Person received a right to receive $37.00 in cash for each share of UICI common stock beneficially owned by the Reporting Person.
(2)	Shares of UICI common stock retained by the Reporting Person after the consummation of the merger were renamed "Class A-1 Common Stock".
(3)	Stock options retained by the Reporting Person after the consummation of the merger are exercisable for "Class A-1 Common Stock".

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