SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                  SCHEDULE 13G

                                 (Rule 13d-102)

            INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO
   RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2


                       Health Benefits Direct Corporation
--------------------------------------------------------------------------------
                                (Name of Issuer)

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   42220V 10 7
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 30, 2005
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

                                 --------------

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         / /     Rule 13d-1(b)

         /x/     Rule 13d-1(c)

         / /     Rule 13d-1(d)

-------------------

         *    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 the disclosures provided in a
         prior cover page.

              The information required in 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 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).




-------------------------                                  ---------------------
CUSIP No. 42220V 10 7                 13G                      Page 2 of 5 Pages
-------------------------                                  ---------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    H.F. Lenfest
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a) / /
                                                                         (b) / /
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         CITIZENSHIP OR PLACE OR ORGANIZATION

                    United States of America
--------------------------------------------------------------------------------
 NUMBER OF         5    SOLE VOTING POWER
   SHARES
BENEFICIALLY                    1,500,00 shares (1)
  OWNED BY     -----------------------------------------------------------------
    EACH           6    SHARED VOTING POWER
 REPORTING
PERSON WITH                     - 0 -
               -----------------------------------------------------------------
                   7    SOLE DISPOSITIVE POWER

                                1,500,00 shares
               -----------------------------------------------------------------
                   8        SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    1,500,000 shares
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
               SHARES                                                        / /
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    5.5%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON
                    IN
================================================================================




-------------------------                                  ---------------------
CUSIP No. 42220V 10 7                 13G                      Page 3 of 5 Pages
-------------------------                                  ---------------------


     Item 1.

     (a)  Name of Issuer:
          Health Benefits Direct Corporation

     (b)  Address of Issuer's Principal Executive Offices:
          2900 Gateway Drive
          Pompano Beach, FL 33069

     Item 2.

          (a)  Name of Person Filing:
               H.F. Lenfest

          (b)  Address of Principal Business Office, or if none, Residence:
               2445 Oaks Circle,  Huntingdon  Valley, PA 19006

          (c)  Citizenship:
               United States of America

          (d)  Title of Class of Securities:
               Common Stock, par value $0.001 per share

          (e)  CUSIP Number:
               42220V 10 7

     Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
               or (c), check whether the person filing is a:
     (a)  / /  Broker or dealer registered under Section 15 of the Exchange Act.
     (b)  / /  Bank as defined in section 3(a)(6) of the Exchange Act.
     (c)  / /  Insurance  company as defined in section 3(a)(19) of the Exchange
               Act.
     (d)  / /  Investment  company  registered under section 8 of the Investment
               Company Act.
     (e)  / /  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     (f)  / /  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F).
     (g)  / /  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G).
     (h)  / /  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;
     (i)  / /  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act.
     (j)  / /  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

     Item 4.   Ownership
               The  Reporting  Person's  percentage  of  ownership of the common
               stock of Health Benefits Direct Corporation, par value $0.001 per
               share, is based upon 27,191,482 shares of common stock issued and
               outstanding  as of February  6, 2006,  and  includes  warrants to
               purchase  500,000  shares of common stock  exercisable  within 60
               days of the  date  of this  Schedule  13G  held by the  Reporting
               Person.




-------------------------                                  ---------------------
CUSIP No. 42220V 10 7                 13G                      Page 4 of 5 Pages
-------------------------                                  ---------------------

          (a)  Amount beneficially owned:
               1,500,000

          (b)  Percent of Class:
               5.5%

          (c)  Number of Shares as to which the Reporting Person has:
                    i.   Sole power to vote or to direct to vote: 1,500,000
                    ii.  Shared power to vote or to direct to vote: 0
                    iii. Sole power to dispose or to direct the disposition of: 1,500,000
                    iv.  Shared power to dispose or to direct the disposition of: 0

     Item 5.   Ownership of Five Percent or Less of a Class.  If this  statement
               is being  filed to report the fact that as of the date hereof the
               reporting  person has ceased to be the  beneficial  owner of more
               than five percent of the class of securities, check the following
               / /.

     Item 6.   Ownership of More than Five Percent on Behalf of Another  Person.
               Not Applicable.

     Item 7.   Identification   and   Classification  of  the  Subsidiary  Which
               Acquired the  Security  Being  Reported on by the Parent  Holding
               Company.
               Not Applicable.

     Item 8.   Identification  and  Classification  of Members of the Group.
               Not Applicable.

     Item 9.   Notice of Dissolution of Group.
               Not Applicable.

     Item 10.  Certification.
               By below  signing I certify that, to the best of my knowledge and
               belief,  the  securities  referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing  the control of the issuer of the securities and were
               not  acquired  and  are  not  held  in  connection  with  or as a
               participant in any transaction having that purpose or effect.

            [The remainder of this page was intentionally left blank.]



-------------------------                                  ---------------------
CUSIP No. 42220V 10 7                 13G                      Page 5 of 5 Pages
-------------------------                                  ---------------------


                                   SIGNATURES

          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.


Dated: February 22, 2006

                                        /s/ H.F. Lenfest
                                        -------------------------------------
                                        H.F. Lenfest