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Mail Stop 4561

      July 29, 2005

James W. McLane
Chairman and Chief Executive Officer
Healthaxis Inc.
7301 North State Highway 161
Suite 300
Irving, Texas 75039

	Re:	Healthaxis Inc.
   Form 10-K for the Fiscal Year Ended
   December 31, 2004
		Filed March 31, 2005
   Forms 8-K filed March 30, 2005 and May 16, 2005
		File No. 000-25797

Dear Mr. McLane:

	We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may 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 look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K Filed March 31, 2005

Consolidated Statements of Cash Flows, page 45

1. We note your disclosure on page 56 relating to your note
payable
to UICI where the promissory note will be paid through deductions
from monthly invoices for services provided to one of UICI`s
subsidiaries.  Based on this disclosure, it appears that the
repayment of the note payable through these deductions represents
a
non-cash activity.  Help us understand why you have included a
cash
outflow from financing activities in your statements of cash flows
related to the repayment of this note.  Refer to paragraph 32 of
SFAS
95.

Note 1 - Organization and Summary of Significant Accounting
Policies,
page 48

2. We note that you have capitalized software costs related to
software to be sold, leased or otherwise marketed which are
included
in capitalized software on your balance sheet as of December 31,
2004
and 2003.  We also note on page 24 that you state that customers
do
not have the contractual right to take possession of the software
and
with some exceptions, you have not licensed such software.
Additionally, you also state that no new licenses were granted in
2004.  Tell us how you determined the remaining capitalized
software
costs are realizable given the fact that you did not sell any
licenses in 2004.  Refer to paragraph 10 of SFAS 86.

3. We note the line item "amortization of intangibles" in your
statements of operations includes amortization of developed
software
as noted on page 30.  Tell us how you considered FASB Staff
Implementation Guide, SFAS 86, Question 17 in determining the
classification of such costs.

Note 10 - Stockholders` Equity, page 59

4. We note that you modified your Series A Convertible preferred
stock agreement which modified the conversion terms and provided
for
the issuance of warrants.  Tell us how you determined the fair
value
of the new preferred stock of $4.8 million, including the
underlying
assumptions you applied.  Also, tell us how you considered the
guidance in EITF 98-5 and EITF 00-27 and whether any beneficial
conversion feature existed.  In this regard, based on the fair
value
of the new preferred stock and the fair value of your common stock
at
the commitment date, it appears that the conversion option of the
new
preferred stock is in the money at the commitment date.  Please
advise.

Note 16 - Subsequent Event, page 66

5. We note that subsequent to your interim balance sheet date, you
entered into a Stock and Warrant Purchase Agreement with Tak
Investments, Inc., as well as a number of related agreements.
Tell
us how you intend to account for each of the elements included in
this integrated transaction.  Your response should clearly address
your proposed accounting for the Remote Resourcing Agreement with
Healthcare BPO Partners.  In this regard, we note that Healthcare
BPO
Partners, a related party, will provide personnel and
infrastructure
dedicated for your exclusive use to support your operations and
those
operations will be managed by you.  Tell us how you considered
Article 11-01(d) and EITF 98-3 in the assessment of whether you
acquired a business as part of these transactions.  Please advise.

Forms 8-K dated March 30, 2005 and May 16, 2005

6. We note your use of non-GAAP measures under Item 9.01 of the
Form
8-K`s noted above.  Please address the following and tell us how
you
have considered the guidance in Regulation G, Item 10 of
Regulation
S-X and the guidance set forth in the Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures:

* Please explain how the "GAAP/Non-GAAP Comparison and
Reconciliation" presented under Item 9.01 complies with the
reconciliation requirement under Regulation G.   In this regard,
it
is unclear where and how you have reconciled your EBITDA loss to
your
GAAP Net loss.
* The reconciliation you present also appears to create a number
of
additional non-GAAP measures, specifically `cash expense - cost of
revenues, cash expense - sales and marketing, cash expense general
and administrative and cash expense - research and development.
Tell
us how your disclosures comply with the guidance in Regulation G
for
each of these non-cash items.
* Please explain why you use the term EBITDA to describe your non-
GAAP measure.  In this regard, explain why you believe EBITDA is a
reasonable term to describe what you parenthetically describe as
"revenues less cash operating expenses".
* We also note your statement that "management believes these non-
GAAP financial measures are useful in monitoring basic cash flow,"
which suggests the measure represents a measure of liquidity,
rather
than a measure of performance. Please note that a measure of
liquidity should be reconciled to cash flows from operations
rather
than net income.  Please advise.

If you believe this non-GAAP measure is a measure of performance,
tell us how you considered the guidance and disclosure
requirements
in Questions 15 and Question 8 to the Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures.

      * * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      You may contact Patrick Gilmore at (202) 551-3406, Lisa
Mitrovich, Assistant Chief Accountant, at (202) 551-3453 or me at
(202) 551-3499 if you have questions regarding comments on the
financial statements and related matters.

							Sincerely,

							Kathleen Collins
							Accounting Branch Chief

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James W. McLane
Healthaxis Inc.
July 29, 2005
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