Mail Stop 4-6 October 1, 2004 James W. McLane Chairman and Chief Executive Officer Healthaxis, Inc. 5215 N. O`Connor Boulevard 800 Central Tower Irving, TX 75039 Re: Healthaxis, Inc. Registration Statement on Form S-3 Filed on September 2, 2004 File No. 333-118766 Dear Mr. McLane: We have limited our review of the above-referenced Form S-3 registration statement of Healthaxis, Inc. to the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We welcome any questions you may have about our comments or on any other aspect of our review and look forward to working with you. Feel free to call us at the telephone numbers listed at the end of this letter. General 1. Amend to specifically incorporate the Item 4.01 Form 8-K filed on September 23, 2004, as well as any other reports filed pursuant to Section 13(a) before the effective date. See Item 12 of Form S-3. Selling Shareholders 2. Please disclose the natural persons who exercise sole or shared voting or investment power over LB I Group, Inc. and Pennsylvania State University. See telephone interpretation 4S in the Regulation S-K section of the March 1999 telephone interpretation manual. 3. Please confirm whether Brown Simpson Partners I, Ltd., OTAPE Investments LLC or LB I Group, Inc. is a registered broker-dealer or an affiliate of a registered broker-dealer. If the former, disclose and state whether the shares were received as compensation for investment banking services or as investment shares. 4. To the extent any of the selling shareholders are affiliates of broker-dealers, disclose and state whether the sellers purchased the shares in the ordinary course of business and at the time of the purchase of the securities to be resold, the sellers had any agreements or understandings, directly or indirectly, with any person to distribute the securities. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: * should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; * the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and * the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rule 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. Any questions should be directed to Maryse Mills-Apenteng at (202) 942-1861. If you need further assistance, you may contact me at (202) 942-1800. Sincerely, Barbara C. Jacobs Assistant Director cc: John B. McKnight Locke Liddell & Sapp LLP 2200 Ross Avenue, Suite 2200 Dallas, TX 75201-6776