Item 2.02. Results of Operations and Financial Condition

On October 30, 2008, we issued a press release announcing our financial results for the fiscal quarter ended September 30, 2008. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 7.01. Regulation FD Disclosure

The information set forth under Item 2.02 is hereby incorporated by reference into this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, known as the "Exchange Act," or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Information contained in this report or any exhibit, and oral statements made from time to time by our representatives, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. The following are examples of forward-looking statements that we may make:

† statements regarding the likelihood or effect of any historical or potential legislative or regulatory changes;

† statements regarding the effectiveness and completeness of our compliance with Centers for Medicare and Medicaid Services regulations and requirements and its effect on our earnings;

† statements regarding our expectations of our operating plans and strategies generally;

† statements regarding our expectations of the performance of our Medicare Supplement and Medicare Advantage businesses and other lines of business, such as the prediction of loss ratios and lapsation;

† the adequacy of reserves;

† our ability to effect future rate increases; †
† expectations regarding our Medicare Part D program, such as our estimates of membership, costs and revenues;

† future operating results; and

† the identification of acquisition candidates and the completion, integration or accretion of any such transactions.

Although we believe that the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will achieve our expectations. Forward-looking information is subject to risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond our ability to control or predict. Important factors that may cause actual results to differ materially and that could impact us and the statements contained in this report, including any exhibit, can be found in our quarterly reports on Form 10-Q, current reports on Form 8-K, annual reports on Form 10-K and other reports filed with the Securities and Exchange Commission. Specifically, we refer you to, and urge you to review carefully, our current report on Form 8-K filed August 8, 2008, and the current report on Form 8-K we expect to file contemporaneously with our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, which will supplement the August 8, 2008 Form 8-K. We assume no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise.

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