Registration Statement No. 333-                   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

UICI

UICI AGENTS’ TOTAL OWNERSHIP PLAN I
AND UICI AGENCY MATCHING TOTAL OWNERSHIP PLAN I

UICI AGENTS’ TOTAL OWNERSHIP PLAN II
AND UICI AGENCY MATCHING TOTAL OWNERSHIP PLAN II

UICI AGENTS’ CONTRIBUTION TO EQUITY PLAN I
AND UICI MATCHING AGENCY CONTRIBUTION PLAN I

UICI AGENTS’ CONTRIBUTION TO EQUITY PLAN II
AND UICI MATCHING AGENCY CONTRIBUTION PLAN II

(Full title of the Plan)

Glenn W. Reed, Esq.
Executive Vice President and General Counsel
UICI
9151 Grapevine Highway
North Richland Hills, TX 76180
(817) 255 5419
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy of all communications to:
Robert J. Joseph, Esq.
Jones Day
77 W. Wacker Drive, Suite 3500
Chicago, IL 60601

CALCULATION OF REGISTRATION FEE

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Table of Contents

PART II

Note: This Registration Statement covers up to 10,125,000 shares of the Registrant’s Common Stock, $0.01 par value per share, to be delivered from time to time in accordance with the terms of the Registrant’s stock accumulation plans established for the benefit of the independent insurance agents associated with UGA - Association Field Services and Cornerstone America (divisions of The MEGA Life and Health Insurance Company and Mid-West National Life Insurance Company of Tennessee respectively) and the independent field service representatives associated with Performance Driven Awards, Inc. and Success Driven Awards, Inc. (subsidiaries of UICI). The stock accumulation plans provide that shares of the Registrant’s Common Stock to be delivered to participants may be newly issued shares, shares acquired on the open market and/or shares purchased from plan participants, in each case as determined by the administrator of the plans in its sole discretion. UICI currently serves as the administrator of the plans. The Registrant has historically funded, and currently intends to continue to fund, the stock accumulation plans with shares of its Common Stock acquired in open market transactions. Accordingly, the Registrant does not currently anticipate that the delivery of shares of its Common Stock in accordance with the stock accumulation plans will be dilutive to the current holders of the Registrant’s Common Stock.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof:

     In addition, each document filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended after the date hereof, and prior to the termination of the offering shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     The consolidated financial statements and schedules of UICI for the years ended December 31, 2003 and 2002 appearing in UICI’s Annual Report (Form 10-K) for the year ended December 31, 2003, have been audited by KPMG LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

     The consolidated financial statements and schedules of UICI for the year ended December 31, 2001 appearing in UICI’s annual Report (Form 10-K) for the year ended December 31, 2003, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

     The legality of the shares of the common stock of UICI to be issued in connection with the UICI Plans is being passed upon for UICI by Glenn W. Reed, Executive Vice President and General Counsel of UICI. At June 15, 2004, Mr. Reed was the beneficial owner of 94,589 shares of UICI common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of Delaware authorizes indemnification of directors, officers and employees of Delaware corporations. Article VIII of the registrant’s by-laws (i) authorizes the indemnification of directors and officers (the “Indemnitees”) under specified circumstances to the fullest extent authorized by the General Corporation Law of Delaware, (ii) provides for the advancement

of expenses to the Indemnitees for defending any proceedings related to the specified circumstances, (iii) gives the Indemnitees the right to bring suit against the registrant to enforce the foregoing rights to indemnification and advancement of expenses, and (iv) authorizes the registrant to maintain certain policies of insurance to protect itself and any of its directors, officers or employees. The registrant has an insurance policy covering its directors and officers against certain personal liability, which may include liabilities under the Securities Act of 1933 as amended.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8. EXHIBITS

ITEM 9. UNDERTAKINGS

A. Updating Disclosure

The undersigned registrant hereby undertakes:

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Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

B. Subsequent Exchange Act Documents.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer of controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of North Richland Hills, State of Texas.

Date: June 25, 2004

Pursuant to the requirements of Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE

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