1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*

                                 HealthAxis Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, $0.10 par value per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   74382 10 7
             -------------------------------------------------------
                                 (CUSIP Number)

                                 Gregory T. Mutz
                                      UICI
                          4001 McEwen Drive, Suite 200
                               Dallas, Texas 75244
                                 (972) 392-6700

--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                January 26, 2001
             -------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



   2


                                  SCHEDULE 13D



                                                                                                 
CUSIP NO.     74382 10 7                                                     PAGE     1     of      16    PAGES
          ---------------------------------                                       ---------    ----------

1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  UICI
                  75-2044750

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                              (a)  [ ]
                                                                                                       (b)  [ ]

3        SEC USE ONLY


4        SOURCE OF FUNDS

                  00

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)            [ ]


6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware
-----------------------
                         7         SOLE VOTING POWER

                                            15,374,607

       NUMBER OF         8         SHARED VOTING POWER
         SHARES
      BENEFICIALLY                          -0-
        OWNED BY
          EACH           9         SOLE DISPOSITIVE POWER
       REPORTING
         PERSON                             23,956,321
          WITH
                         10        SHARED DISPOSITIVE POWER

                                            -0-
-----------------------

11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    23,956,321

12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                            [ ]


13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    45.3%

14         TYPE OF REPORTING PERSON

                    CO



   3


                                  SCHEDULE 13D



                                                                                                 
CUSIP NO.     74382 10 7                                                     PAGE     2     of      16    PAGES
          ---------------------------------                                       ---------    ----------

1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  The MEGA Life and Health Insurance Company
                  59-2213662

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                              (a)  [ ]
                                                                                                       (b)  [ ]

3        SEC USE ONLY


4        SOURCE OF FUNDS

                  00

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)            [ ]


6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Oklahoma
-----------------------
                         7         SOLE VOTING POWER

                                            3,557,179

       NUMBER OF         8         SHARED VOTING POWER
         SHARES
      BENEFICIALLY                          -0-
        OWNED BY
          EACH           9         SOLE DISPOSITIVE POWER
       REPORTING
         PERSON                             3,557,179
          WITH
                         10        SHARED DISPOSITIVE POWER

                                            -0-
-----------------------

11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    3,557,179

12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                            [ ]


13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    6.7%

14         TYPE OF REPORTING PERSON

                    CO



   4


                                  SCHEDULE 13D



                                                                                                 
CUSIP NO.     74382 10 7                                                     PAGE     3     of      16    PAGES
          ---------------------------------                                       ---------    ----------

1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  UICI Sub I, Inc.
                  75-2867948

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                              (a)  [ ]
                                                                                                       (b)  [ ]

3        SEC USE ONLY


4        SOURCE OF FUNDS

                  00

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)            [ ]


6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware
-----------------------
                         7         SOLE VOTING POWER

                                            2,668,000

       NUMBER OF         8         SHARED VOTING POWER
         SHARES
      BENEFICIALLY                          -0-
        OWNED BY
          EACH           9         SOLE DISPOSITIVE POWER
       REPORTING
         PERSON                             2,668,000
          WITH
                         10        SHARED DISPOSITIVE POWER

                                            -0-
-----------------------

11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    2,668,000

12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                            [ ]


13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    5.0%

14         TYPE OF REPORTING PERSON

                    CO



   5


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                       Page 4 of 16 Pages
         -----------------------

          This Schedule 13D is filed as Amendment No. 1 to, and amends and
restates in its entirety, the Schedule 13D filed by UICI on February 5, 2001.


ITEM 1.        SECURITY AND ISSUER

         Common Stock
         $0.10 par value per share ("Common Stock")

         HealthAxis Inc. (the "Issuer")
         2500 DeKalb Pike
         East Norriton, Pennsylvania 19401


ITEM 2.        IDENTITY AND BACKGROUND

         Appendix A contains the information called for by Items 2-6 of Schedule
         13D for the executive officers and directors of each of UICI, The MEGA
         Life and Health Insurance Company ("MEGA"), and UICI Sub I, Inc. ("Sub
         I"; together with MEGA, the "Subsidiaries"). Both MEGA and Sub I are
         wholly owned subsidiaries of UICI.

         UICI

         a.       UICI, a Delaware corporation.

         b.       The address of UICI's principal business and principal office
                  is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244.

         c.       The principal business of UICI is financial services, with
                  interests in life and health insurance and related services,
                  including the administration and delivery of managed
                  healthcare programs to select niche markets.

         d.       During the last five years, UICI has not been convicted in any
                  criminal proceeding.

         e.       During the last five years, UICI has not been a party to a
                  civil proceeding of a judicial or administrative body of
                  competent jurisdiction as a result of which UICI was or is
                  subject to a judgment, decree or final order enjoining future
                  violations of, or prohibiting or mandating activities subject
                  to, federal or state securities laws or finding any violation
                  with respect to such laws.


   6


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                       Page 5 of 16 Pages
         -----------------------



         MEGA

         a.       The MEGA Life and Health Insurance Company, an Oklahoma
                  corporation.

         b.       The address of MEGA's principal business and principal office
                  is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244.

         c.       The principal business of MEGA is life and health insurance
                  and related services..

         d.       During the last five years, MEGA has not been convicted in any
                  criminal proceeding.

         e.       During the last five years, MEGA has not been a party to a
                  civil proceeding of a judicial or administrative body of
                  competent jurisdiction as a result of which MEGA was or is
                  subject to a judgment, decree or final order enjoining future
                  violations of, or prohibiting or mandating activities subject
                  to, federal or state securities laws or finding any violation
                  with respect to such laws.

         Sub I

         a.       UICI Sub I, Inc., a Delaware corporation.

         b.       The address of Sub I's principal business and principal office
                  is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244.

         c.       The principal business of Sub I is financial services, with
                  interests in life and health insurance and related services,
                  including the administration and delivery of managed
                  healthcare programs to select niche markets.

         d.       During the last five years, Sub I has not been convicted in
                  any criminal proceeding.

         e.       During the last five years, Sub I has not been a party to a
                  civil proceeding of a judicial or administrative body of
                  competent jurisdiction as a result of which Sub I was or is
                  subject to a judgment, decree or final order enjoining future
                  violations of, or prohibiting or mandating activities subject
                  to, federal or state securities laws or finding any violation
                  with respect to such laws.


   7


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                       Page 6 of 16 Pages
         -----------------------


ITEM 3.        SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

         UICI, MEGA and Sub I acquired beneficial ownership of the Common Stock
         upon the consummation of the merger (the "Merger") of HealthAxis.com,
         Inc., a Pennsylvania corporation ("HealthAxis"), with and into
         HealthAxis Acquisition Corp., a Pennsylvania corporation, pursuant to
         that certain Amended and Restated Agreement and Plan of Merger, dated
         October 26, 2000 (the "Merger Agreement"). UICI, MEGA and Sub I were
         all shareholders of HealthAxis prior to the Merger. In exchange for
         each share of common stock, no par value, of HealthAxis, the
         shareholders of HealthAxis received 1.334 shares of Common Stock in the
         Merger.

         In addition to the Common Stock received by UICI, MEGA and Sub I in the
         Merger, UICI beneficially owns Common Stock by virtue of its ownership
         of the HealthAxis Inc. 2% Convertible Debenture (the "Debenture") and
         the HealthAxis Inc. Stock Purchase Warrant (the "Warrant"), which are
         convertible into and may be exercise for the purchase of Common Stock,
         respectively. The Debenture is convertible into Common Stock at a
         conversion price of $9.00 per share, and the Warrant has an exercise
         price of $3.01 per share.

ITEM 4.        PURPOSE OF TRANSACTION

         On January 26, 2001, the Merger was completed and each outstanding
         share of common stock, no par value, of HealthAxis was converted into
         the right to receive 1.334 shares of Common Stock. As a result of the
         Merger, UICI acquired beneficial ownership of 23,758,845 shares of
         Common Stock representing 45% of the Common Stock.

         On July 31, 2000, UICI entered into that certain Amended and Restated
         Voting Trust Agreement (the "Voting Trust Agreement") pursuant to which
         UICI deposited 6,433,069 shares of common stock of HealthAxis into a
         voting trust (the "Voting Trust"). Upon the completion of the Merger
         each of those securities were converted into the right to receive 1.334
         shares of Common Stock. UICI has the sole power to dispose of, or to
         direct the disposition of the Common Stock held in the Voting Trust. As
         a result of such power, for purposes of Section 13(d) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), UICI is deemed
         to have beneficial ownership of the Common Stock held by the Voting
         Trust.


   8


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                       Page 7 of 16 Pages
         -----------------------


         On January 29, 2001 UICI was issued the Debenture in the amount of
         $1,666,666.67 which may be converted into Common Stock at a conversion
         price of $9.00 per share, subject to adjustment, as described in
         greater detail in Item 6 below.

         On January 29, 2001 UICI received the Warrant for the purchase of
         12,291 shares of Common Stock at an exercise price of $3.01 per share,
         subject to adjustment, as described in greater detail in Item 6 below.

         UICI from time to time intends to review its investment in the Issuer
         on the basis of various factors, including the Issuer's business,
         financial condition, results of operations and prospects, general
         economic and industry conditions, the securities markets in general and
         those for the Issuer's securities in particular, as well as other
         developments and other investment opportunities. Based on such review,
         UICI will take such actions in the future as UICI may deem appropriate
         in light of the circumstances existing from time to time. If the UICI
         believes that further investment in the Issuer is attractive, whether
         because of the market price of the Issuer's securities or otherwise, it
         may acquire additional securities of the Issuer either in the open
         market or in privately negotiated transactions. Similarly, depending on
         market and other factors, UICI may determine to dispose of some or all
         of the Common Stock currently owned by UICI or otherwise acquired by
         UICI either in the open market or in privately negotiated transactions.
         UICI may also convert the Debenture into Common Stock or exercise the
         Warrant for the purchase of Common Stock.

         Except as set forth above or as may be exercised in accordance with the
         terms of the Shareholders' Agreement described below in Item 6, UICI
         has not currently formulated any definitive plans or proposals which
         relate to or would result in: (a) the acquisition by any person of
         additional securities of the Issuer or the disposition of securities of
         the Issuer, (b) an extraordinary corporate transaction involving the
         Issuer or any of its subsidiaries, (c) a sale or transfer of a material
         amount of the assets of the Issuer or any of its subsidiaries, (d) any
         change in the present board of directors or management of the Issuer,
         (e) any material change in the issuer's capitalization or dividend
         policy, (f) any other material change in the Issuer's business or
         corporate structure, (g) any change in the Issuer's charter or bylaws
         or other instruments corresponding thereto or other action which may
         impede the acquisition of control of the Issuer by any person, (h)
         causing a class of the Issuer's securities to be deregistered or
         delisted, (i) a class of equity securities of the Issuer becoming
         eligible for termination of registration or (j) any action similar to
         any of those enumerated above.


   9


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                       Page 8 of 16 Pages
         -----------------------


ITEM 5.        INTEREST IN SECURITIES OF ISSUER

         Information in this Item 5 regarding the number and percentage of
         Common Stock beneficially owned by each reporting person assumes that
         the entire Debenture beneficially owned by the particular reporting
         person is converted into, and the entire Warrant beneficially owned by
         the particular reporting person is exercised for, Common Stock and that
         no debenture or warrant beneficially owned by any other persons is
         exchanged for or converted into Common Stock.

         UICI

         As indicated in each case, information with regard to UICI's beneficial
         ownership of Common Stock in this Item 5 is presented either including
         or excluding Common Stock which UICI may be deemed to beneficially own
         by virtue of its relationships with the Subsidiaries and for which
         information is presented elsewhere in this Item 5 with regard to the
         Subsidiaries.

         a.       Beneficial ownership including Common Stock which UICI may be
                  deemed to beneficially own by virtue of its relationships with
                  the Subsidiaries: 23,956,321 shares of Common Stock
                  (23,758,845 shares of Common Stock, 185,185 shares of Common
                  Stock issuable upon conversion of the Debenture (as discussed
                  in Item 6) and 12,291 shares of Common Stock issuable upon
                  exercise of the Warrant (as discussed in Item 6)) constituting
                  45.3% of the Common Stock.

                  Beneficial ownership excluding Common Stock and Units which
                  UICI may be deemed to beneficially own by virtue of its
                  relationships with the Subsidiaries: 17,731,142 shares of
                  Common Stock (17,533,666 Common Stock, 185,185 shares of
                  Common Stock issuable upon conversion of the Debenture and
                  12,291 shares of Common Stock issuable upon exercise of the
                  Warrant) constituting 33.5% of the Common Stock.

         b.       With regard to the 6,225,179 shares of Common Stock which UICI
                  may be deemed to beneficially own by virtue of its
                  relationships with the Subsidiaries, UICI may be deemed to
                  have the power to vote or to direct the vote of and to dispose
                  or to direct the disposition of such Common Stock.


   10


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                       Page 9 of 16 Pages
         -----------------------


                  With regard to the 17,731,142 shares of Common Stock
                  (17,533,660 Common Stock, 185,185 shares of Common Stock
                  issuable upon conversion of the Debenture and 12,291 shares of
                  Common Stock issuable upon exercise of the Warrant)
                  beneficially owned by UICI, excluding the Common Stock which
                  UICI may be deemed to beneficially own by virtue of its
                  relationships with the Subsidiaries, UICI has sole power to
                  vote or to direct the vote of 9,149,428 shares of Common Stock
                  and sole power to dispose or to direct the disposition of
                  17,731,142 shares of Common Stock. UICI has vested the power
                  to vote 8,581,714 shares of Common Stock in the trustees of a
                  voting trust pursuant to an Amended and Restated Voting Trust
                  Agreement dated July 31, 2000. The Voting Trust Agreement is
                  discussed in further detail in Item 6. The UICI Voting Trust
                  is a trust formed under the laws of the Commonwealth of
                  Pennsylvania, and for purposes of this Schedule 13D its
                  address is 2500 DeKalb Pike, East Norriton, Pennsylvania
                  19401. During the last five years, the UICI Voting Trust has
                  not been convicted in any criminal proceeding. During the last
                  five years, the UICI Voting Trust has not been a party to a
                  civil proceeding of a judicial or administrative body of
                  competent jurisdiction as a result of which the UICI Voting
                  Trust was or is subject to a judgment, decree or final order
                  enjoining future violations of, or prohibiting or mandating
                  activities subject to, federal or state securities laws or
                  finding any violation with respect to such laws.

         c.       See Item 4 with respect to the transactions effected by UICI
                  with respect to the Common Stock.

         d.       Excluding Common Stock and Units which UICI may be deemed to
                  beneficially own by virtue of its relationships with the
                  Subsidiaries and for which information is presented elsewhere
                  in this Item 5 with regard to the Subsidiaries, no other
                  person, other than certain wholly-owned subsidiaries of UICI
                  is known to have the right to receive or the power to direct
                  the receipt of dividends from, or the proceeds from the sale
                  of, Common Stock beneficially owned by UICI.

         e.       Not applicable.

         MEGA

         a.       MEGA beneficially owns 3,557,179 shares of Common Stock
                  constituting 6.7% of the Common Stock.


   11


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                      Page 10 of 16 Pages
         -----------------------


         b.       With regard to the 3,557,179 shares of Common Stock which MEGA
                  beneficially owns, MEGA may be deemed to have the power to
                  vote or to direct the vote of and to dispose or to direct the
                  disposition of such Common Stock.

         c.       See Item 4 with respect to the transactions effected by MEGA
                  with respect to the Common Stock.

         d.       No other person, is known to have the right to receive or the
                  power to direct the receipt of dividends from, or the proceeds
                  from the sale of, Common Stock beneficially owned by MEGA.

         e.       Not applicable.

         Sub I

         a.       Sub I beneficially owns 2,668,000 shares of Common Stock
                  constituting 5.0% of the Common Stock.

         b.       With regard to the 2,668,000 shares of Common Stock which Sub
                  I beneficially owns, Sub I may be deemed to have the power to
                  vote or to direct the vote of and to dispose or to direct the
                  disposition of such Common Stock.

         c.       See Item 4 with respect to the transactions effected by Sub I
                  with respect to the Common Stock.

         d.       No other person, is known to have the right to receive or the
                  power to direct the receipt of dividends from, or the proceeds
                  from the sale of, Common Stock beneficially owned by Sub I.

         e.       Not applicable.


   12


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                      Page 11 of 16 Pages
         -----------------------


ITEM 6.        CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
               RESPECT TO SECURITIES OF THE ISSUER

         Shareholders' Agreement

         In connection with the completion of the Merger, the Issuer, UICI, and
         Michael Ashker, the former President and Chief Executive of the Issuer,
         Alvin Clemens, the Chairman of the Issuer, entered into a Shareholders'
         Agreement, dated January 26, 2001 (the "Shareholders' Agreement").
         Under the terms of the Shareholders' Agreement, the board of directors
         of the Issuer will consist of up to nine members. UICI and the Issuer
         may each independently nominate three nominees to the board, and, the
         remaining three directors will be nominated by mutual agreement of the
         Issuer (acting by the vote of a majority of the members of the board
         that were not nominated by or agreed to by UICI) and UICI. This
         provision of the Shareholders' Agreement will terminate with respect to
         UICI when UICI owns less than 20% of the Common Stock on a fully
         diluted basis.

         Subject to conditions set forth in the Shareholders' Agreement, the
         Issuer can require UICI to transfer up to 1,414,318 shares of Common
         Stock to unaffiliated third parties. A copy of the Shareholders'
         Agreement is filed as an exhibit to this Schedule 13D and is
         incorporated by reference herein.

         Voting Trust Agreement

         UICI entered into the Voting Trust Agreement which provided for the
         establishment of a trust to hold shares of HealthAxis common stock
         owned by UICI (which were converted into the right to receive shares of
         Common Stock in the Merger). The initial trustees of the Voting Trust
         are Michael Ashker, Edward W. LeBaron, Jr. and Dennis B. Maloney the
         ("Trustees"). All of the Trustees were also directors of HealthAxis,
         and Messrs. Ashker and LeBaron are directors of the Issuer. A majority
         of the trustees have the power to vote the Common Stock held by the
         Voting Trust in their discretion at all meetings of shareholders or
         pursuant to actions by unanimous consent. UICI retains dispositive
         power and the ability to receive all dividends on the Common Stock held
         in the Voting Trust.

         The Voting Trust was amended effective July 31, 2000 to read in its
         present form. Pursuant to the Voting Trust Agreement if one of the
         Trustees is no longer able to serve as a trustee, the other two
         Trustees may select by unanimous vote a new trustee from that is not
         affiliated with UICI. The Voting Trust Agreement terminates upon the
         earlier of (i) February 11, 2020; (ii) such time as UICI owns less than
         25% of the outstanding Common Stock; and (iii) upon another person or
         group (within the meaning of Rule 13d-5 promulgated under the Exchange
         Act) owning a greater percentage of the issued and outstanding Common
         Stock on a fully diluted basis, than the percentage beneficially owned
         by UICI (including, solely for purposes



   13


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                      Page 12 of 16 Pages
         -----------------------


         of such determination, the Common Stock owned by the Voting Trust). A
         copy of the Voting Trust Agreement is filed as an exhibit to this
         Schedule 13D and is incorporated by reference herein.

         Registration Rights Agreements

         The Issuer and certain other investors, including UICI, have entered
         into an Amended and Restated Registration Rights Agreement dated
         January 29, 2001 (the "Registration Rights Agreement"). The
         Registration Rights Agreement provides certain registration rights to
         the parties thereto who are holders of such Common Stock issued or
         issuable upon (i) conversion of or with respect to the Debenture, (ii)
         conversion of or with respect to the Debenture as issued prior to the
         January 29, 2001 amendment and reissue of the Debenture, (iii) payment
         of interest or any other payments in respect of the Debenture, (iv)
         exercises of the Warrant, and (v) issuance of any shares of Common
         Stock issued with respect to clauses (i), (ii), (iii) or (iv) as a
         result of any stock split, stock dividend, recapitalization, exchange
         or similar event or otherwise. The Registration Rights Agreements
         provide for underwritten offerings of the Common Stock. A copy of the
         Registration Rights Agreement is filed as an exhibit to this Schedule
         13D and is incorporated by reference herein.

         UICI had entered into that certain Registration Rights Agreement, dated
         January 7, 2000 (the "Original Registration Rights Agreement") with
         HealthAxis. Upon Original Registration Rights Agreement provides that
         HealthAxis or its successor to register the HealthAxis common stock or
         any securities into with such common stock may be changed as a result
         of merger, consolidation, recapitalization or other similar
         transaction. As a result of the Merger, the Original Registration
         Rights Agreement provides that the Issuer assumes the obligations of
         HealthAxis under the Original Registration Rights Agreement without
         taking any further action. A copy of the Original Registration Rights
         Agreement is filed as an exhibit to this Schedule 13D and is
         incorporated by reference herein.

         Debenture

         On January 29, 2001, UICI was issued a new Debenture in amended and
         replace the previous HealthAxis Inc. 2% Convertible Debenture purchased
         by UICI. The terms of the Debenture provide that the holder thereof may
         convert all or any portion of the principal amount of the Debenture at
         any time into Common Stock at a price per share equal to $9.00, subject
         to adjustment. The principal amount of the Debenture is 1,666,666.67.
         The price per share


   14


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                      Page 13 of 16 Pages
         -----------------------


         may be adjusted for the following: (i) stock dividends, stock splits
         and reverse stock splits; (ii) rights offerings, the issuance of
         certain options, warrants and other securities convertible into Common
         Stock; and (iii) the issuance or granting of subscription rights. A
         copy of the Debenture is filed as an exhibit to this Schedule 13D and
         is incorporated by reference herein.

         Warrant

         On January 29, 2001, UICI was issued the Warrant in exchange for the
         HealthAxis Inc. Stock Purchase Warrant previously purchased by UICI.
         The Warrant may be exercised at any time up to and including September
         13, 2005. The Warrant provides that UICI may purchase up to 12,291
         shares of Common Stock at an exercise price of $3.01 per share, subject
         to adjustment. The exercise price may be adjusted for the following:
         (i) stock dividends stock splits and reverse stock splits; (ii) rights
         offerings, the issuance of certain options, warrants and other
         securities convertible into Common Stock; and (iii) the issuance or
         granting of subscription rights. A copy of the Warrant is filed as an
         exhibit to this Schedule 13D and is incorporated by reference herein.

         Founder's Program Voting Trust

         UICI established and sponsored the Insurdata Founder's Program pursuant
         to which UICI had granted options to purchase shares of common stock of
         Insurdata Incorporated ("Insurdata"), which were owned at the time by
         UICI, to certain employees of Insurdata. Insurdata was a wholly owned
         Texas corporation subsidiary of UICI which merged with and into
         HealthAxis.

         UICI reserved an appropriate amount of Insurdata common stock to be
         distributed upon the exercise of such options. Immediately prior to the
         merger of Insurdata and HealthAxis, UICI established the Founders
         Program Voting Trust pursuant to a Voting Trust Agreement dated January
         7, 2000 (the "Founder's Voting Trust Agreement"). In that merger, the
         Founder's Voting Trust received shares of HealthAxis common stock in
         exchange for the Insuradata common stock. Upon the consummation of the
         Merger, the HealthAxis common stock held in the Founder's Voting Trust
         was converted into the right to receive Common Stock.

         The Founder's Voting Trust Agreement provides that the trustees of the
         trust distribute HealthAxis common stock to the holders of options
         upon the exercise of such options. The power to vote the Common Stock
         has been vested in the trustees of the Founder's Voting


   15


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                      Page 14 of 16 Pages
         -----------------------


         Trust, and UICI does not have the power to direct the disposition of
         the Common Stock held in the Founder's Program Voting Trust. On the
         61st day following the termination of employment of an employee holding
         an option, the trustee of the Founder's Program Voting Trust shall
         deliver the Common Stock being held with respect to such employee to
         UICI.

         UICI does not have any beneficial ownership of the Common Stock held in
         the Founder's Program Voting Trust. A copy of the Founder's Program
         Voting Trust Agreement is filed as an exhibit to this Schedule 13D and
         is incorporated by reference herein.

ITEM 7.        MATERIAL TO BE FILED AS EXHIBITS

         EXHIBIT A      --      Shareholders' Agreement, dated September 26,
                                2001, by and among HealthAxis Inc., UICI,
                                Michael Ashker and Alvin H. Clemens

         EXHIBIT B      --      Amended and Restated Voting Trust Agreement,
                                dated July 31, 2000, among UICI and Michael
                                Ashker, Edward W. LeBaron, Jr. and Dennis B.
                                Maloney as trustees

         EXHIBIT C      --      Amended and Restated Registration Rights
                                Agreement, dated January 29, 2001, among
                                HealthAxis Inc. and certain investors

         EXHIBIT D      --      Registration Rights Agreement, dated January 7,
                                2000, by and between HealthAxis Inc. (as
                                successor by merger to HealthAxis.com, Inc.) and
                                UICI

         EXHIBIT E      --      HealthAxis Inc. 2% Convertible Debenture

         EXHIBIT F      --      HealthAxis Inc. Stock Purchase Warrant

         EXHIBIT G      --      Voting Trust Agreement, dated January 7, 2000,
                                among UICI and Michael Ashker, Alvin H. Clemens,
                                Edward W. LaBaron, Jr. and Henry Hager as
                                trustees


   16


                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                      Page 15 of 16 Pages
         -----------------------


         EXHIBIT H      --      Agreement to File Joint Statement on Schedule
                                13D


   17

                                  SCHEDULE 13D


CUSIP NO.    74382 10 7                                      Page 16 of 16 Pages
         -----------------------


Signature

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

This statement may be executed in multiple counterparts, each of which shall
constitute an original.


  February 6, 2001
-----------------------
            Date


UICI

By:             /s/ Glenn W. Reed
               ------------------
Name:          Glenn W. Reed
Title:         Executive Vice President and General Counsel

 The MEGA Life and Health Insurance Company


By:             /s/ Glenn W. Reed
               ------------------
Name:          Glenn W. Reed
Title:         Vice President

UICI Sub I, Inc.

By:             /s/ Glenn W. Reed
               ------------------
Name:          Glenn W. Reed
Title:         Vice President


   18


                                   APPENDIX A


Capitalized terms used but not defined herein shall have the respective meanings
assigned such terms in the joint Schedule 13D of UICI, MEGA and Sub I, to which
this is attached as Appendix A.

Information regarding the number and percentage of Common Stock beneficially
owned by any person assumes that the entire Debenture or Warrant beneficially
owned by such person is converted into or exercised for Common Stock and that no
other debenture or warrant beneficially owned by other persons is converted into
or exercised for Common Stock.

Beneficial ownership reported for the persons listed in this Appendix A does not
include Common Stock which any such person may be deemed to beneficially own by
virtue of such person's relationship with UICI and such person's or UICI's
relationships with the Subsidiaries.

(a)            EXECUTIVE OFFICERS AND DIRECTORS OF UICI. Set forth below are the
               name and positions held of each director and executive officer of
               UICI. References to persons listed below include persons sharing
               beneficial ownership of Common Stock with a director or executive
               officer. Unless otherwise noted, the principal occupation or
               employment of each person listed below is his or her position
               with UICI.

               All persons listed below are U.S. citizens. During the last five
               years, to the best knowledge of UICI, none of the persons listed
               below has been convicted in any criminal proceeding (excluding
               traffic violations or similar misdemeanors) or has been a party
               to a civil proceeding of a judicial or administrative body of
               competent jurisdiction as a result of which such person was or is
               subject to a judgment, decree or final order enjoining future
               violations of, or prohibiting or mandating activities subject to,
               federal or state securities laws or finding any violation with
               respect to such laws.

               Ronald L. Jensen             Chairman of the Board and President
                                            of Specialized Investment Risks,
                                            Inc., Hurst Texas and Chairman of
                                            the Board of Directors of UICI

                                            Mr. Jensen's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               Gregory T. Mutz              Director, President and Chief
                                            Executive Officer

                                            Mr. Mutz's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.


   19


               Richard T. Mockler           Director
                                            Retired, Former Partner with Ernst &
                                            Young, Dallas, Texas

                                            Mr. Mockler's address for purposes
                                            of this Schedule 13D is 1444
                                            Greathouse Road, Waxahachie, Texas
                                            75167

               Patrick J. McLaughlin        Director
                                            President, Emerald Capital Group,
                                            Ltd., Rosemont, Pennsylvania 19010

                                            Mr. McLaughlin's address for
                                            purposes of this Schedule 13D is 100
                                            Chetwynd Drive, Suite 202, Rosemont,
                                            Pennsylvania 19010

               Stuart D. Bilton             Director
                                            President, Chicago Trust Company,
                                            Chicago, Illinois 60601

                                            Mr. Bilton's address for purposes of
                                            this Schedule 13D is 171 N. Clark
                                            Street, Chicago, Illinois 60601

               George H. Lane, III          Director
                                            CEO of Lane Company, Atlanta,
                                            Georgia

                                            Mr. Lane's address for purposes of
                                            this Schedule 13D is 5555 Glenridge
                                            Connector, Suite 700, Atlanta
                                            Georgia 30342

               Glenn W. Reed                Executive Vice President and General
                                            Counsel (also Director and Executive
                                            Officer of Insurance Subsidiaries of
                                            UICI)


   20


                                            Mr. Reed's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244

               William J. Gedwed            Director, Chairman, President and
                                            Chief Executive Officer of National
                                            Motor Club of America, Inc.

                                            Mr. Gedwed's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244

               Steven K. Arnold             Vice President (also Director and
                                            Executive Officer of Insurance
                                            Subsidiaries of UICI)

                                            Mr. Arnold's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244

               Matthew R. Cassell           Vice President and Chief Financial
                                            Officer

                                            Mr. Cassell's address for purposes
                                            of this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244

               To the best knowledge of the reporting persons, none of the
               persons listed above has any further information to report in
               response to Items 2-6 of Schedule 13D.

(b)            EXECUTIVE OFFICERS AND DIRECTORS OF THE MEGA LIFE AND HEALTH
               INSURANCE COMPANY. Set forth below are the name and positions
               held of each director and executive officer of MEGA. References
               to persons listed below include persons sharing beneficial
               ownership of Common Stock with a director or executive officer.
               Unless otherwise noted, the principal occupation or employment of
               each person listed below is his or her position with MEGA.

               All persons listed below are U.S. citizens. During the last five
               years, to the best knowledge of UICI and MEGA, none of the
               persons listed below has been convicted in any criminal
               proceeding (excluding traffic violations or similar misdemeanors)
               or has been a party to a civil proceeding of a judicial or
               administrative body of competent jurisdiction as a result of
               which such person was or is subject to a judgment, decree or
               final order enjoining future violations


   21


               of, or prohibiting or mandating activities subject to, federal or
               state securities laws or finding any violation with respect to
               such laws.

               Gregory T. Mutz              Chairman of the Board

                                            Mr. Mutz's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               Matthew R. Cassell           Director

                                            Mr. Cassell's address for purposes
                                            of this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               Glenn W. Reed                Director and Vice President

                                            Mr. Reed's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               Robert B. Vlach              Director, Vice President, Assistant
                                            Secretary and General Counsel

                                            Mr. Vlach's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               Steven K. Arnold             Director and Vice President

                                            Mr. Arnold's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               Emmanuel J. Pendola          Director and Vice President

                                            Mr. Pendola's address for purposes
                                            of this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               Mark D. Hauptman             Director, Vice President


   22


                                            Mr. Hauptam's address for purposes
                                            of this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               Phillip J. Myhra             Director, President, Chief Executive
                                            Officer and Chief Actuary

                                            Mr. Myhra's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

   23


               Connie Palacios              Treasurer and Controller

                                            Ms. Palacious's address for purposes
                                            of this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               Peggy G. Simpson             Secretary

                                            Ms. Simpson's address for purposes
                                            of this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

   24

               To the best knowledge of the reporting persons, none of the
               persons listed above has any further information to report in
               response to Items 2-6 of Schedule 13D.

(c)            EXECUTIVE OFFICERS AND DIRECTORS OF UICI SUB I, INC. Set forth
               below are the name and positions held of each director and
               executive officer of Sub I. References to persons listed below
               include persons sharing beneficial ownership of Common Stock with
               a director or executive officer. Unless otherwise noted, the
               principal occupation or employment of each person listed below is
               his or her position with Sub I.

               All persons listed below are U.S. citizens. During the last five
               years, to the best knowledge of UICI and Sub I, none of the
               persons listed below has been convicted in any criminal
               proceeding (excluding traffic violations or similar misdemeanors)
               or has been a party to a civil proceeding of a judicial or
               administrative body of competent jurisdiction as a result of
               which such person was or is subject to a judgment, decree or
               final order enjoining future violations of, or


   25


               prohibiting or mandating activities subject to, federal or state
               securities laws or finding any violation with respect to such
               laws.

               Gregory T. Mutz              Director and President

                                            Mr. Mutz's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               Glenn W. Reed                Vice President and Secretary

                                            Mr. Reed's address for purposes of
                                            this Schedule 13D is 4001 McEwen
                                            Drive, Suite 200, Dallas, Texas
                                            75244.

               To the best knowledge of the reporting persons, none of the
               persons listed above has any further information to report in
               response to Items 2-6 of Schedule 13D.


   26


                                  EXHIBIT INDEX


         EXHIBIT A      --      Shareholders' Agreement, dated September 26,
                                2001, by and among HealthAxis Inc., UICI,
                                Michael Ashker and Alvin H. Clemens
                                (Incorporated by reference to exhibit 99.2 to
                                the Issuer's Registration Statement on Form S-4
                                (No. 333-30256))

         EXHIBIT B      --      Amended and Restated Voting Trust Agreement,
                                dated July 31, 2000, among UICI and Michael
                                Askher, Edward W. LeBaron, Jr. and Dennis B.
                                Maloney as trustees (Incorporated by reference
                                to exhibit 10.1 to the Issuer's Registration
                                Statement on Form S-4 (No. 333-30256))

         EXHIBIT C      --      Amended and Restated Registration Rights
                                Agreement, dated January 29, 2001, among
                                HealthAxis Inc. and certain investors
                                (Incorporated by reference to exhibit 10.2 to
                                the Issuer's Periodic Report on Form 8-K filed
                                October 10, 2000)

         EXHIBIT D      --      Registration Rights Agreement, dated January 7,
                                2000, by and between HealthAxis Inc. (as
                                successor by merger to HealthAxis.com, Inc.) and
                                UICI (Incorporated by reference to exhibit 99.10
                                to the Issuer's Periodic Report on Form 8-K
                                filed September 13, 1999)

         EXHIBIT E      --      HealthAxis Inc. 2% Convertible Debenture
                                (Incorporated by reference to exhibit 10.2 to
                                the Issuer's Periodic Report on Form 8- K filed
                                October 10, 2000)

         EXHIBIT F      --      HealthAxis Inc. Stock Purchase Warrant
                                (Incorporated by reference to exhibit 10.2 to
                                the Issuer's Periodic Report on Form 8-K filed
                                October 10, 2000)

         EXHIBIT G      --      Voting Trust Agreement, dated January 7, 2000,
                                among UICI and Michael Ashker, Alvin H. Clemens,
                                Edward W. LaBaron, Jr. and Henry Hager as
                                trustees (Incorporated by reference to exhibit
                                99.5 to the Issuer's Periodic Report on Form 8-K
                                filed September 13, 1999)

         EXHIBIT H      --      Agreement to File Joint Statement on Schedule
                                13D