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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

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