QUARTERLY STATEMENT

AS OF MARCH 31, 2009
OF THE CONDITION AND AFFAIRS OF THE

Harvard Pilgrim Health Care, Inc.

NAIC Group Code..... 0595, 0595
(Current Period) (Prior Period)

NAIC Company Code..... 96911

Employer's ID Number..... 04-2452600

Organized under the Laws of Massachusetts

State of Domicile or Port of Entry Massachusetts

Country of Domicile United States

Licensed as business type: Life, Accident & Health [ ] Property/Casualty [ ] Hospital, Medical & Dental Service or Indemnity [ ]
Dental Service Corporation [ ] Vision Service Corporation [ ] Health Maintenance Organization [ X ]
Other [ ] Is HMO, Federally Qualified? Yes [ X ] No [ ]

Incorporated/Organized..... 02/11/1969

Commenced Business..... 02/11/1969

Statutory Home Office 93 Worcester Street, Wellesley, MA 02481-9181
(Street and Number) (City, State and Zip Code)

Main Administrative Office 93 Worcester Street, Wellesley, MA 02481-9181 781-263-6000
(Street and Number) (City or Town, State and Zip Code) (Area Code) (Telephone Number)

Mail Address 93 Worcester Street, Wellesley, MA 02481-9181
(Street and Number or P.O. Box) (City or Town, State and Zip Code)

Primary Location of Books and Records 93 Worcester Street, Wellesley, MA 02481-9181 617-509-5679
(Street and Number) (City, State and Zip Code) (Area Code) (Telephone Number)

Internet Web Site Address www.hphc.org

Statutory Statement Contact Eric Williams 617-509-5679
(Name) (Area Code) (Telephone Number) (Extension)
Eric_Williams@hphc.org 617-509-1778
(E-mail Address) (Fax Number)

OFFICERS
Charles Duane Baker, President and CEO
Laura Sass Peabody, Clerk and Secretary
James William DuCharme, CFO and Treasurer

OTHER OFFICERS

DIRECTORS OR TRUSTEES
Charles Duane Baker
Ann Clarke, Esq.
Herman Beukema Leonard, Ph. D.
Zoila Torres Feldman
Edward Frances McCauley
John Herbert Budd, Esq.
Katherine Anne Hesse, Esq.
Barry Louis Shemin, Chair
Mary Ann Tocio
Constance Smith Barr, M.D.
Deborah Christine Jackson
Joseph F. O'Donnell

State of........ Massachusetts
County of..... Norfolk} ss

The officers of this reporting entity being duly sworn, each depose and say that they are the described officers of said reporting entity, and that on the reporting period stated above, all of the herein described assets were the absolute property of the said reporting entity, free and clear from any liens or claims thereon, except as herein stated, and that this statement, together with related exhibits, schedules and explanations therein contained, annexed or referred to, is a full and true statement of all the assets and liabilities and of the condition and affairs of the said reporting entity as of the reporting period stated above, and of its income and deductions therefrom for the period ended, and have been completed in accordance with the NAIC Annual Statement Instructions and Accounting Practices and Procedures manual except to the extent that: (1) state law may differ; or, (2) that state rules or regulations require differences in reporting not related to accounting practices and procedures, according to the best of their information, knowledge and belief, respectively. Furthermore, the scope of this attestation by the described officers also includes the related corresponding electronic filing with the NAIC, when required, that is an exact copy (except for formatting differences due to electronic filing) of the enclosed statement. The electronic filing may be requested by various regulators in lieu of or in addition to the enclosed statement.

______________________________
Charles Duane Baker
President and CEO

______________________________
Laura Sass Peabody
Clerk and Secretary

______________________________
James William DuCharme
CFO and Treasurer

Subscribed and sworn to before me this
__________ day of ____May, 2009_____

________________________________________
Susan Greaney, Secretary
August 14, 2009

a. Is this an original filing? Yes [ X ] No [ ]
b. If no,
1. State the amendment number.....
2. Date filed.....
3. Number of pages attached.....