As filed with the Securities and Exchange Commission on November 7,1996
Registration No. 333-______

===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

ENVOY CORPORATION
(Exact Name of Registrant as Specified in its Charter)

TENNESSEE 62-1575729
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation Identification Number)
or Organization)

15 CENTURY BOULEVARD, SUITE 600, NASHVILLE, TENNESSEE 37214
(615) 885-3700
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

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

JIM D. KEVER
15 CENTURY BOULEVARD, SUITE 600
NASHVILLE, TENNESSEE 37214
(615) 885-3700
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

COPY TO:

BOB F. THOMPSON
BASS, BERRY & SIMS PLC
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
(615) 742-6200

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ x ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

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

CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Maximum Amount of
Title of Shares to be Amount to be Proposed Maximum Aggregate Offering Registration
Registered Registered Offering Price Per Share (1) Price (1) Fee
- ----------------------------------------------------------------------------------------------------------------------

Common Stock, no par value
per share . . . . . . . . 321,289 $37.50 $12,048,337 $3,652
======================================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average of the high and low reported
prices of the Common Stock on the Nasdaq National Market on November 1, 1996.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED NOVEMBER 7, 1996

321,289 SHARES

ENVOY CORPORATION

COMMON STOCK
______________________________

All of the 321,289 shares (the "Shares") of Common Stock, no par value
per share (the "Common Stock"), of ENVOY Corporation ("ENVOY" or the "Company")
offered hereby are being offered by certain shareholders of the Company (the
"Selling Shareholders"). See "Selling Shareholders." The Company will not
receive any proceeds from the sale of the Common Stock offered hereby. The
Common Stock of the Company is traded on The Nasdaq Stock Market's National
Market ("The Nasdaq Stock Market") under the symbol "ENVY." On November 5,
1996, the last reported sale price of the Common Stock on The Nasdaq Stock
Market was $38.88 per share.

___________________

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 4.

The Shares may be sold from time to time in brokerage transactions at
or near prevailing market prices through J.C. Bradford & Co. or others, or in
privately negotiated transactions for the account of each of the Selling
Shareholders. See "Plan of Distribution."

The Company has agreed to bear all expenses (other than selling
commissions and stock transfer taxes relating to the Shares) in connection with
the registration and sale of the Shares being registered hereby. The Company
has agreed to indemnify the Selling Shareholders against certain liabilities
and the Selling Shareholders have agreed to indemnify the Company against
certain liabilities in connection with this offering, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). See "Plan
of Distribution."
______________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such information and representations
must not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the Common Stock to which it relates. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is
unlawful.

THE DATE OF THIS PROSPECTUS IS NOVEMBER ___, 1996.
3

AVAILABLE INFORMATION

The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information filed by the Company may
be inspected and copied at the office of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices located in the
Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511 and Seven World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material also may be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a web site that contains reports,
proxy and information statements and other information regarding registrants,
including the Company, that file such information electronically with the
Commission. The address of the Commission's web site is http://www.sec.gov.

The Company has filed with the Commission a Registration Statement on
Form S-3, including amendments thereto (if any), under the Securities Act
relating to the Common Stock offered hereby (the "Registration Statement").
This Prospectus, which is part of the Registration Statement, does not contain
all of the information set forth in the Registration Statement and the exhibits
and schedules thereto. For further information with respect to the Company and
the Common Stock offered hereby, reference is hereby made to the Registration
Statement and such exhibits and schedules, which may be inspected and copied in
the manner and at the locations described above. Statements contained in this
Prospectus as to the contents of any contract or other document referred to are
not necessarily complete and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement or as previously filed with the Commission and incorporated herein by
reference.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents or portions of documents filed by the Company
with the Commission are incorporated herein by reference:

(1) Annual Report on Form 10-K for the year ended December 31,
1995.
(2) Quarterly Report on Form 10-Q for the quarters ended March 31,
1996, as amended by the Form 10-Q/A filed on May 24, 1996, and
June 30, 1996.
(3) Current Reports on Form 8-K filed on March 18, 1996 and March
21, 1996 (each as amended by Form 8-K/A, filed on May 17, 1996
and May 20, 1996, respectively) and on July 23, 1996.
(4) The description of the Common Stock contained in the Company's
Registration Statement under the Exchange Act on Form 10 filed
on November 1, 1994, as amended through Post-Effective
Amendment No. 4, filed on May 4, 1995.

All reports and other documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of the offering
of Common Stock hereunder shall be deemed to be incorporated by reference in
this Prospectus and to be part hereof from the filing date of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein, or in any
other subsequently filed document that also is incorporated or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Subject to
the foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated by
reference.

This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents are available upon
written or oral request, at no charge, from the Company. Requests should be
directed to the Company, 15 Century Boulevard, Suite 600, Nashville, Tennessee
37214, Attention: Stephen C. Duggan, Vice President & Corporate Controller.

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4

THE COMPANY

The following discussion is not intended to be complete and is
qualified in its entirety by reference to, and should be read in conjunction
with, the detailed information appearing elsewhere or incorporated by reference
in this Prospectus. Except as otherwise specified herein, all references
herein to "ENVOY" and "the Company" shall include the Company and its
wholly-owned subsidiaries.

ENVOY is a leading provider of electronic data interchange ("EDI")
services to participants in the health care market, including pharmacies,
physicians, hospitals, dentists, billing services, commercial insurance
companies, managed care organizations, state and federal governmental agencies
and others. The Company provides health care EDI services on a real-time and
batch-processing basis by utilizing proprietary computer and telecommunications
software and microprocessor technology. ENVOY is one of the largest processors
of electronic real-time pharmacy and commercial third-party payor batch
transactions in the United States based upon annual transaction volume. As of
September 30, 1996, ENVOY's transaction network was directly or indirectly
connected to approximately 183,000 physicians, 30,000 pharmacies, 23,000
dentists, 3,300 hospitals and 550 payors.

Real-time Transaction Processing. The Company provides real-time
transaction processing for pharmacy claims adjudication and managed care
transactions for health care providers and payors. A standard pharmacy
transaction is the inquiry by the pharmacy, through its point-of-service
terminal or personal computer terminal, to determine whether the patient is
covered by a benefit program. After eligibility is confirmed, the claim is
settled and the payor transmits to the pharmacy the amount and timing of the
pending payment. As of September 30, 1996, ENVOY's EDI network was linked to
approximately 30,000 of the estimated 56,000 retail pharmacies in the United
States, including 33 of the top 50 retail pharmacy chains.

ENVOY's real-time managed care transactions include (i) verification
of the patient's enrollment in a program; (ii) verification that the provider
is eligible to treat the patient; (iii) verification that the patient is
eligible for a particular treatment; (iv) filing of encounter data; (v)
referral to a specialist; and (vi) other ancillary transactions. These
transactions are enabled by the Company's network connections to various
databases. The Company has access to managed care and commercial insurer
databases for Prudential, CIGNA, Aetna, Oxford Health Plans, MetraHealth, U.S.
Healthcare, Pacificare, Blue Cross of California, Empire Blue Cross and Blue
Shield, Blue Cross and Blue Shield for the National Capital Area and Qual Med,
and is a sponsored participant to the Blue Cross and Blue Shield BluesNet
network. For Medicaid eligibility verification and related transactions, the
Company has access to state databases in California, Florida, Georgia,
Missouri, New Jersey, New York, Ohio, Tennessee, Texas and Washington. In
addition, if a patient wishes to pay the deductible or co-payment amounts by
credit card, ENVOY provides payment authorization and verification processing
service through the point-of-service terminals in provider offices.

Batch Transaction Processing. Batch transactions are predominately
used to process reimbursement claims in traditional fee-for-service commercial
or government payor systems, to process encounter data in capitated
environments and for distribution of remittance payment information. These
transactions are neither time-sensitive nor easily processed on a real-time
basis and, as a result are processed on a collective and delayed basis. To
submit claims, providers collect data throughout the day and then
electronically forward these claims in bulk to a clearinghouse. ENVOY's
clearinghouse electronically collects and verifies receipt of these claims,
performs payor specific reformatting required to conform to a particular
payor's specifications and editing, aggregates daily transactions by payor and
transmits claims to payors based upon each payor's chosen communications
protocols. National Electric Information Corporation ("NEIC"), which was
acquired by ENVOY in March 1996, and ENVOY processed an aggregate of
approximately 92.0 million commercial third-party payor claims in 1995. As of
September 30, 1996, ENVOY's transaction network was connected with 550 of the
approximate 1,500 commercial third-party payors, including all of the top 20
commercial payors (based upon the number of members covered by such third-party
payors).

The Company was incorporated in Tennessee in August 1994. The
Company's executive offices are located at 15 Century Boulevard, Suite 600,
Nashville, Tennessee 37214, and its telephone number is (615) 885-3700.

3
5

RECENT DEVELOPMENTS

Results of Operations. The Company recently announced results for the
third quarter and nine months ended September 30, 1996. Revenues for the third
quarter were $21.5 million compared with $6.3 million for the same quarter in
the prior year, primarily as a result of the completion of two acquisitions
during the first quarter of 1996, NEIC and Teleclaims, Inc. ("Teleclaims") .
For the nine month period ended September 30, 1996, revenues were $51.4 million
compared with $19.4 million in the prior year period. Loss from continuing
operations before income taxes for the third quarter was $1.7 million compared
with a loss of $329,000 in the prior year period. Third quarter results
include $1.4 million in merger and facility integration costs and $4.3 million
in amortization of intangibles related to the NEIC and Teleclaims acquisitions.
Loss from continuing operations before income taxes for the nine-month period
was $37.0 million compared with a loss of $766,000 in the prior year period.
Nine months results include $34.3 million in merger and facility integration
costs (including the $30.7 million charge for the write-off of acquired
in-process technology) and $9.6 million in amortization of intangibles related
to the NEIC and Teleclaims acquisitions.

Acquisitions. On October 31, 1996, ENVOY acquired all of the capital
stock of Professional Office Systems, Inc., the wholly-owned EDI clearinghouse
for Blue Cross and Blue Shield of the National Capital Area, for approximately
$6.4 million in cash and the assumption of certain liabilities. In connection
with the acquisition, the parties entered into an exclusive three-year
outsourcing services agreement for the processing of health care EDI
transactions.

In October 1996, ENVOY acquired the remaining 82.5% interest in EMC*
Express, Inc. ("EMC"), a Phoenix, Arizona based company that transmits billing
information from hospitals and doctors to third party payors, for approximately
$2.0 million in cash. In connection with this acquisition, the Company
settled a related lawsuit between ENVOY and the former shareholders of EMC.

In September 1996, the Company completed the acquisition of certain
assets and liabilities of National Verification Systems, L.P., an Atlanta based
company whose principal business is the licensing of software for use in
hospitals and clinics to verify patient eligibility, for $2.5 million in cash.

RISK FACTORS

In addition to the other information included or incorporated by
reference in this Prospectus, the following factors should be considered
carefully in evaluating an investment in the Common Stock offered hereby. This
discussion also identifies important cautionary factors that could cause the
Company's actual results to differ materially from those projected in forward
looking statements of the Company made by, or on behalf of, the Company.

Limited Operating History; Substantial Net Loss. The electronic
health care transaction processing industry is relatively new, and the
Company's operating history is relatively limited. ENVOY has experienced
substantial net losses, including net losses of approximately $2.0 million and
$37.3 million in the fiscal quarter and for the nine moths ended September 30,
1996, respectively, and has an accumulated deficit of approximately $40.4
million as of September 30, 1996. Historically, operating losses incurred in
the Company's health care transaction processing business were funded by
earnings from the Company's financial processing business, which was sold in
1995. In order to achieve profitability, the Company must successfully
implement its business strategy and increase its revenues, while controlling
expenses. There can be no assurance as to when or if the Company will achieve
profitability.

Recent Acquisitions. In March 1996, ENVOY completed the acquisition
of NEIC, a commercial clearinghouse for batch processing of health care claims.
The Company acquired NEIC for $94.3 million, including fees, expenses and other
costs associated with the acquisition. In connection with the acquisition, the
Company recognized a one-time write off of acquired in-process technology of
approximately $30.0 million. As a result of the NEIC acquisition, the Company
is amortizing $35.3 million of goodwill associated with the NEIC acquisition
over

4
6

a three year period, and such amortization will adversely affect the Company's
results of operations for the balance of 1996 and the following 2.25 years.
The acquisition of NEIC, which had 1995 revenues of $37.4 million, created a
significant expansion of ENVOY's overall business. In addition, the Company
recently completed three other smaller acquisitions. See "Recent
Developments." The Company is in the process of integrating the operations of
NEIC and the other acquisitions into its business. There can be no assurance
that the Company will be able to operate the acquired businesses on a
profitable basis, integrate the acquisitions with its existing business or
achieve operating synergies necessary to make the acquisitions successful.

Development of Electronic Processing in the Health Care Industry.
ENVOY's strategy anticipates that electronic processing of health care
transactions, including transactions involving clinical as well as financial
information, will win market acceptance and that providers and third-party
payors increasingly will use electronic processing networks for the processing
and transmission of data. Electronic transmission of health care transactions
is still developing, and complexities in the nature and types of transactions
which must be processed has hindered to some degree the development and
acceptance of electronic processing in this market. In addition, while the
multiplicity of claims forms and formats used by the many different third-party
payors has fostered the development of electronic clearinghouses, the
standardization of these claims formats, whether due to consolidation in the
industry or otherwise, could reduce the use of clearinghouses, including
electronic clearinghouses. There can be no assurance that continued conversion
from paper-based transaction processing to electronic transaction processing
in the health care market will occur or that, to the extent it does occur,
health care providers and payors will use independent networks such as those
being developed by the Company.

Acquisition Strategy; Impact on Operating Results; Need for Capital.
The Company's strategy includes acquisitions of related health care information
businesses and other companies complementary to its business. The success of
any such acquisition will depend on many factors, including the Company's
ability to identify suitable acquisition candidates, the purchase price, the
availability and terms of financing, and management's ability to effectively
integrate the acquired services, technologies or businesses into the Company's
operations. Significant competition for acquisition opportunities exists in
the health care industry, which may significantly increase the costs of and
decrease the opportunities for acquisitions. Although ENVOY is actively
pursuing potential acquisitions, there can be no assurance that any acquisition
will be consummated. Further, to the extent that the Company is able to
consummate an acquisition, no assurance can be given that the Company will be
able to operate any acquired business profitably or otherwise successfully
implement its expansion strategy. ENVOY may finance future acquisitions
through borrowings or the issuance of debt or equity securities. Although the
Company historically has obtained financing on reasonable terms, there can be
no assurances that future lenders will extend credit, or extend credit on
favorable terms. Further, any issuance of equity securities could have a
dilutive effect on the holders of Common Stock. Such acquisitions may result
in the recognition by the Company of significant goodwill and increases in the
amount of depreciation and amortization expense which could adversely affect
the Company's operating results in future periods.

Competition. ENVOY faces significant competition in the health care
sector of the electronic transaction processing market from companies that are
similarly specialized and also from companies that are involved in other, more
highly developed sectors of the electronic transaction processing market. The
Company also faces competition from other companies, such as vendors of
provider information management systems, which have added or may add their own
proprietary transaction processing systems to existing or future products. As a
result of such competition the Company may be pressured to reduce per
transaction prices or eliminate per transaction prices altogether. If
electronic transaction processing becomes the standard for claims and
information processing, a number of larger and better capitalized entities may
elect to enter the industry and further increase competitive pricing pressures.
Many of the Company's existing and potential competitors are larger and have
significantly greater financial, marketing, technological and other resources
than the Company.

Availability of Direct Links. Certain third-party payors provide
electronic data transmission systems to health care providers that establish a
direct link between the provider and the payor, bypassing third-party
processors such as the Company. Any significant increase in the utilization of
direct links between health care providers and payors would have a material
adverse effect on the Company's business, operating results and financial
condition.

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7

Uncertainty and Consolidation in the Health Care Industry. The health
care industry is subject to changing political, economic and regulatory
influences that may affect the procurement practices and operations of health
care industry participants. Federal and state legislatures periodically
consider programs to modify or amend the United States health care system at
both the federal and state level. These programs may contain proposals to
increase governmental involvement in health care, lower reimbursement rates or
otherwise change the environment in which health care industry participants
operate. Health care industry participants may react to these proposals and
the uncertainty surrounding such proposals by curtailing or deferring
investments, including investments in the Company's services and products. In
addition, many health care providers are consolidating to create larger health
care delivery organizations. This consolidation reduces the number of
potential customers for the Company's services, and the increased bargaining
power of these organizations could lead to reductions in the amounts paid for
the Company's services. Industry developments are increasing the amount of
capitation-based health care and reducing the need for providers to make claims
for reimbursement for products or services. Other health care information
companies, such as billing services and practice management vendors, which
currently utilize the Company's services, have developed or acquired
transaction processing and networking capabilities and may cease utilizing the
Company's services in the future. The impact of these developments in the
health care industry is difficult to predict and could have a material adverse
effect on the Company's business, operating results or financial condition.

Customer Concentration. No customer accounted for more than 10% of
ENVOY's revenues during 1995 or the first nine months of 1996. However, on a
pro forma basis, after giving effect to the acquisitions of NEIC and Teleclaims
as of January 1, 1995, the Company's ten largest customers accounted for
approximately 35% of the Company's revenues in 1995. Further consolidation in
the health care industry is likely to increase customer concentration and may
increase the Company's dependency on a limited number of customers. In
addition, a significant portion of NEIC's revenues has been generated by five
major insurance company payors who were shareholders of NEIC before its
acquisition by ENVOY. Although each of these carriers has continued to use the
Company's services after the acquisition of NEIC, they have no minimum
transaction commitment to the Company in the future and there can be no
assurance that the volume of business generated by these payors will not
decline or terminate. The loss of one or more significant customers could have
a material adverse effect on the Company's business, operating results or
financial condition.

Evolving Industry Standards and Rapid Technological Changes. The
market for the Company's services is characterized by rapidly changing
technology, evolving industry standards and frequent introduction of new and
enhanced services. ENVOY's success will depend upon its continued ability to
enhance its existing services, to introduce new services on a timely and
cost-effective basis to meet evolving customer requirements, to achieve market
acceptance for new services and to respond to emerging industry standards and
other technological changes. There can be no assurance that the Company will
be able to respond effectively to technological changes or new industry
standards. Moreover, there can be no assurance that competitive services will
not be developed, or that any such competitive services will not have an
adverse effect upon the Company's operating results.

Dependence on Technology; Risk of Infringement. ENVOY's ability to
compete effectively depends to a significant extent on its ability to protect
its proprietary information. The Company relies primarily on copyright and
trade secret laws, confidentiality procedures and licensing arrangements to
protect its intellectual property rights. ENVOY has not filed any patent
applications with respect to its intellectual property. The Company generally
enters into confidentiality agreements with its consultants and employees and
generally limits access to and distribution of its technology, software and
other proprietary information. Although the Company intends to defend its
intellectual property, there can be no assurance that the steps taken by ENVOY
to protect its proprietary information will be adequate to prevent
misappropriation of its technology or that the Company's competitors will not
independently develop technologies that are substantially equivalent or
superior to the Company's technology. ENVOY is also subject to the risk of
alleged infringement by ENVOY of the intellectual property rights of others.
Although the Company is not currently aware of any pending or threatening
infringement claims with respect to the Company's current or future products,
there can be no assurance that third parties will not assert such claims. Any
such claims could require the Company to enter into license arrangements or
could result in protracted and costly litigation, regardless of the merits of
such claims. No assurance can be given that any necessary licenses will be
available or that, if available, such licenses can be obtained on commercially
reasonable terms. Furthermore, litigation may be

6
8

necessary to enforce ENVOY's intellectual property rights, to protect the
Company's trade secrets, to determine the validity and scope of the proprietary
rights of others or to defend against claims of infringement. Such litigation
could result in substantial costs and diversion of resources and could have a
material adverse effect on the Company's business, operating results or
financial condition.

Reliance on Data Centers. ENVOY's real-time electronic transaction
processing services depend on its host computer system which is contained in a
single data center facility. In addition, the Company's primary batch claims
processing capacity is outsourced to one vendor that processes claims through a
single computer center. The Company also operates a batch claims processing
center which is contained in a single data center facility in Oklahoma City,
Oklahoma for the processing of Blue Shield, Medicare and Medicaid claims.
Although ENVOY is currently evaluating certain disaster recovery alternatives,
neither the real-time host computer system nor the Oklahoma City batch claims
center have a remote backup data center. There can be no assurance that fire
or other disaster affecting such data centers would not disable the Company's
respective systems or otherwise have a material adverse effect on the Company's
business, financial condition or results of operations. In addition, a
disruption in service from the vendor providing batch claims processing
services to the Company could have a material adverse effect on the Company's
business, operating results or financial condition.

Proposed Health Care Data Confidentiality Legislation. Legislation
which imposes restrictions on the ability of third-party processors to transmit
certain patient data without specific patient consent has been introduced in
the U.S. Congress. Such legislation, if adopted, could adversely affect the
ability of third-party processors to transmit certain data, including treatment
and clinical data, and could materially adversely affect the Company's future
results.

Indemnification Obligations. First Data Corporation ("First Data")
has asserted certain indemnification claims against ENVOY in connection with
the sale to First Data of the Company's financial transaction processing
business, which was completed in June 1995. In connection therewith, First
Data has withheld certain payments due ENVOY pursuant to a management services
agreement. ENVOY is currently evaluating the validity of such claims. In the
event First Data is entitled to indemnification under its contractual rights,
the payment of such amounts could have a material adverse effect on the
Company's operating results and financial condition.

Dependence on Key Executives. ENVOY's success depends upon the
continued contributions of its senior management. The Company believes that
its continued future success will also depend upon its ability to attract,
motivate and retain highly-skilled technical, managerial and marketing
personnel. The loss of the services of certain of the Company's executives or
technical personnel, particularly the Co-Chief Executive Officers of the
Company, or the inability to hire and retain qualified personnel could have an
adverse effect upon the Company's business. There can be no assurance that
ENVOY will continue to be successful in attracting and retaining the personnel
it requires to successfully develop new and enhanced services and to continue
to grow and operate profitably. The Company has no key man life insurance on
the lives of any of its executive officers or technical personnel.

Certain Anti-takeover Provisions. The Amended and Restated Charter,
Amended and Restated Bylaws, Shareholders' Rights Plan of the Company, and
Tennessee law each contain certain provisions that may have the effect of
inhibiting a non-negotiated merger or other business combination involving the
Company. Such provisions are intended to encourage any person interested in
acquiring the Company to negotiate and obtain the approval of the Board of
Directors in connection with any such transaction. These provisions include a
staggered Board of Directors, blank check preferred stock, super majority
voting provisions, the issuance of stock purchase rights, and the application
of Tennessee law provisions on business combinations. Certain of these
provisions may discourage a future acquisition of ENVOY not approved by the
Board of Directors in which shareholders might receive a premium value for
their shares. As a result, shareholders who might desire to participate in
such a transaction may not have the opportunity to do so. In addition, the
rights and preferences for any series or class of preferred stock may be set by
the Board of Directors, in its sole discretion and without approval of the
holders of the Common Stock, and the rights and preferences of any such
preferred stock may be superior to those of the Common Stock, thus adversely
affecting the rights of the holders of Common Stock. There are currently
authorized and outstanding 3,730,233 shares of Series B Convertible Preferred
Stock, no par value (the "Series B Preferred Stock"). The Series B Preferred
Stock has a liquidation preference to the Common Stock and has a class vote
with respect to actions adverse to any rights

7
9

of the Series B Preferred Stock and the creation of any other class or series
of preferred stock senior to or pari passu with the Series B Preferred Stock.

Volatility of Stock Price; Absence of Dividends. From time to time,
there may be significant volatility in the market price for the Common Stock.
Quarterly operating results of the Company, changes in earnings estimated by
analysts, changes in general conditions in the Company's industry or the
economy or the financial markets or other developments affecting the Company
could cause the market price of the Common Stock to fluctuate substantially.
In addition, in recent years the stock market has experienced significant price
and volume fluctuations. This volatility has had a significant effect on the
market prices of securities issued by many companies for reasons unrelated to
their operating performance. For the foreseeable future, it is expected that
earnings, if any, generated from ENVOY's operations will be used to finance the
growth of its business, and that no dividends will be paid to holders of the
Common Stock.

SELLING SHAREHOLDERS

The table below sets forth certain information provided to the Company
by the Selling Shareholders regarding the beneficial ownership of Common Stock
(as of November 6, 1996) of the Selling Shareholders. The table assumes that
all Shares offered hereby will be sold and, unless otherwise noted, the Company
has been advised that the persons named in the table have sole voting and
investment power with respect to the Common Stock indicated.

Shares Beneficially Shares Beneficially
Owned prior to Shares Owned following
Selling Shareholders the Offering (1) Offered the Offering (1)
- --------------------------------------- ---------------------------- --------- ------------------------
NUMBER PERCENT (2) NUMBER PERCENT (2)
------ ------- ------ -------

Save & Prosper American Smaller
Companies Fund 188,022 1.17%/* 92,965 95,057 */*
Fleming American Fledgling Fund 244,676 1.52%/1.23% 73,384 171,292 */*
Fleming American Investment Trust 88,688 */* 26,615 62,073 */*
Fleming Fledgling Investment Trust 19,961 */* 5,988 13,973 */*
Fleming Overseas Investment Trust 44,866 */* 13,498 31,368 */*
Fleming Select American Smaller
Companies Fund 20,437 */* 7,129 13,308 */*
Fleming U.S. Discovery Fund 200,285 1.24%/1.01% 60,076 140,209 */*
Fleming U.S. Discovery Fund II 138,878 */* 41,634 97,244 */*

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

*Represents less than one percent.
(1) Assumes conversion of all of the $10.0 million principal amount of the 9%
Convertible Subordinated Notes held by each of the Selling Shareholders,
rounded downward to the nearest whole share. (2) The second percentage assumes
the conversion of all outstanding shares of Series B Preferred Stock into
Common Stock.

PLAN OF DISTRIBUTION

The Selling Shareholders received the right to demand the registration
of the Shares offered hereby pursuant to a Registration Rights Agreement dated
June 6, 1995. The Company has agreed to pay the expenses of this offering
except that the Selling Shareholders will be responsible for all brokerage
commissions, any other selling commissions

8
10

and stock transfer taxes. Expenses to be paid by the Company are estimated to
be $17,000. The Company has agreed to maintain the effectiveness of the
Registration Statement covering the Shares for a period of time necessary to
effect the sale of the Shares, such period not to exceed 180 days following the
date hereof.

The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders have agreed to indemnify the Company, against certain
liabilities in connection with this offering, including liabilities under the
Securities Act.

The Selling Shareholders and any brokers or other persons who
participate in the sale of the Shares may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions
received by such brokers or other persons, and any profits on the resale of the
Shares, may be deemed to be underwriting commissions or discounts.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Bass, Berry & Sims PLC, Nashville, Tennessee.

EXPERTS

The financial statements and schedule of ENVOY appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1995, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
financial statements and schedule are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

The financial statements of ENVOY at December 31, 1994, and for the
two years in the period ended December 31, 1994, incorporated by reference in
this Prospectus and the related financial statement schedule incorporated by
reference in the Registration Statement from the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

The financial statements of NEIC, at December 31, 1995 and 1994, and
for each of the three years in the period ended December 31, 1995, incorporated
by reference in this Prospectus from Form 8-K/A dated May 20, 1996, of ENVOY
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

The financial statements of Teleclaims at December 31, 1995 and 1994,
and for each of the two years in the period ended December 31, 1995,
incorporated herein by reference in this Prospectus and Registration Statement
have been audited by Hardman Guess Frost & Cummings, P.C., independent
auditors, as set forth in their report thereon incorporated herein, and are
incorporated herein by reference in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

9
11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,652
*Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,500
*Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000
*Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . $3,000
*Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,848
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17,000
=======

----------

*Estimated

All of the above-mentioned expenses will be borne by the Registrant.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) the director or officer acted
in good faith, (ii) in the case of conduct in an official capacity with the
corporation, the director or officer reasonably believed such conduct was in
the corporation's best interests, (iii) in all other cases, the director or
officer reasonably believed that his or her conduct was not opposed to the best
interests of the corporation, and (iv) in connection with any criminal
proceeding, the director or officer had no reasonable cause to believe that his
or her conduct was unlawful. In actions brought by or in the right of the
corporation, however, the TBCA provides that no indemnification may be made if
the director or officer was adjudged to be liable to the corporation. In cases
where the director or officer is wholly successful, on the merits or otherwise,
in defense of any proceeding instigated because of his or her status as an
officer or director of a corporation, the TBCA mandates that the Corporation
indemnify the director or officer against reasonable expenses incurred in the
proceeding. The TBCA also provides that in connection with any proceeding
charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that such personal benefit was improperly received. Notwithstanding
the foregoing, the TBCA provides that a court of competent jurisdiction, upon
application, may order that an officer or director be indemnified for
reasonable expenses if, in consideration of all relevant circumstances, the
court determines that such individual is fairly and reasonably entitled to
indemnification, whether or not the standard of conduct set forth above was
met.

Article 8 of the Amended and Restated Charter (the "Charter") of the
Company and its Amended and Restated Bylaws (the "Bylaws") provide that the
Company shall indemnify against liability, and advance expenses to, any present
or former director or officer of the Company to the fullest extent allowed by
the TBCA as amended from time to time, or any subsequent law, rule or
regulation adopted in lieu thereof. Additionally, the Charter provides that no
director of the Company shall be personally liable to the Company or any of its
shareholders for monetary damages for breach of any fiduciary duty except for
liability arising from (i) any breach of a director's duty of loyalty to the
Company or its shareholders, (ii) acts or omissions not in good faith or which
involved intentional misconduct or a knowing violation of law, (iii) any
unlawful distributions, or (iv) receiving any improper personal benefit. The
Company has entered into indemnification agreements with each of the Company's
directors and executive officers.

The Company currently has in effect an executive liability policy
which provides coverage for its directors and officers in amounts of $15.0
million per claim and $15.0 million for annual aggregate claims. The policy
covers

II-1
12

any error, misstatement, act or omission, or breach of duty committed by a
director or officer, subject to certain specified exclusions.

ITEM 16. EXHIBITS

See Index to Exhibits on page II-6.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made of the securities offered hereby, a post-effective amendment to this
Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;

provided, however, that the undertakings in subparagraphs (i) and (ii) above do
not apply if 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 Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold at
the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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

II-2
13

or 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
Securities Act and will be governed by the final adjudication of such issue.

II-3
14

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-3, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on the 6th day
of November, 1996.

ENVOY CORPORATION

By:/s/ Fred C. Goad, Jr.
----------------------------------------------
Fred C. Goad, Jr.
Chairman, Co-Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Fred C. Goad, Jr. and Jim D.
Kever, jointly and severally, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

Signature Title Date
--------- ----- ----

/s/ Fred C. Goad, Jr. Chairman of the Board, Co-Chief Executive November 6, 1996
----------------------------------- Officer and Director
Fred C. Goad, Jr.

/s/ Jim D. Kever Co-Chief Executive Officer, President and November 6, 1996
----------------------------------- Director
Jim D. Kever

/s/ Kevin M. McNamara Chief Financial Officer (Principal Financial November 6, 1996
----------------------------------- and Accounting Officer)
Kevin M. McNamara

/s/ William E. Ford Director November 6, 1996
-----------------------------------
William E. Ford

/s/ W. Marvin Gresham Director November 6, 1996
-----------------------------------
W. Marvin Gresham

/s/ Laurence E. Hirsch Director November 6, 1996
-----------------------------------
Laurence E. Hirsch

/s/ G. Walter Loewenbaum II Director November 6, 1996
-----------------------------------
G. Walter Loewenbaum II

II-4
15

Signature Title Date
--------- ----- ----

/s/ Richard A. McStay Director November 6, 1996
- -----------------------------------
Richard A. McStay

/s/ Harlan F. Seymour Director November 6, 1996
-----------------------------------
Harlan F. Seymour

II-5
16

INDEX TO EXHIBITS

Exhibit
Number Description
------- -----------

*2.1 Agreement and Plan of Distribution dated September 2, 1994, as
amended through December 16, 1994

**2.2 Agreement and Plan of Merger dated November 30, 1995 by and
among the Registrant, Envoy Acquisition Corporation and
National Electronic Information Corporation

***4.1 Article 5 of the Registrant's Amended and Restated Charter, as
amended

*4.2 Shareholder Rights Plan

**4.3 Series B Convertible Preferred Stock Purchase Agreement among
the Registrant, General Atlantic Partners 25, L.P., GAP
Coinvestment Partners, L.P. and First Union Capital Partners,
Inc.

****4.5 Securities Purchase Agreement dated March 6, 1996 by and among
the Registrant and the Purchasers set forth on the signature
pages thereto

****4.6 Registration Rights Agreement dated March 6, 1996 by and among
the Registrant and the Purchasers set forth on the signature
pages thereto

***4.7 Note Purchase Agreement dated June 6, 1995

4.8 Registration Rights Agreement dated June 6, 1995

*4.9 Specimen Common Stock certificate

5 Opinion of Bass, Berry & Sims PLC

23.1 Consent of Ernst & Young LLP

23.2 Consent of Deloitte & Touche LLP

23.3 Consent of Deloitte & Touche LLP

23.4 Consent of Hardman Guess Frost & Cummings, P.C.

23.5 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)

24 Power of Attorney (included on page II-4)

-------------
* Incorporated by reference to the Registrant's Form 10, as
amended, No. 0-25062.
** Incorporated by reference to the Registrant's Current Report on
Form 8-K filed December 7, 1995
*** Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995 filed April 1,
1996
**** Incorporated by reference to the Registrant's Current Report on
Form 8-K filed March 21, 1996

II-6