SecProbe.io

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Mail Stop 3-9

							March 17, 2005

David R. Frick, Esq.
Executive Vice President and Chief Legal and Administrative
Officer
WellPoint, Inc.
120 Monument Circle
Indianapolis, Indiana 46204

Re:	WellPoint, Inc.
	Registration Statement on Form S-4
	File Number 333-123217

Dear Mr. Frick:

	This is to advise you that we have performed a limited review
of
the above registration statement.  We have the following comment:

1. We note that you are registering the exchange notes in reliance
on
the staff`s position set forth in Exxon Capital Holdings
Corporation
(May 13, 1988), Morgan Stanley & Co. Incorporated (June 5, 1991),
and
Shearman & Sterling (July 2, 1993).  Accordingly, with your next
filing, please provide us with a supplemental letter stating you
are
registering the exchange offer in reliance on the staff`s position
contained in these no-action letters.  Also include in the
supplemental letter the representations contained in the Morgan
Stanley and Shearman & Sterling no-action letters.

*	*	*

	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.

	Please contact Greg Belliston at (202) 824-5219 or me at
(202)
942-1840 with any questions.

							Sincerely,

							Jeffrey P. Riedler
							Assistant Director

cc: 	Daniel G. Dufner, Jr., Esq.
	Kevin Keogh, Esq.
	White & Case LLP
	1155 Avenue of the Americas
	New York, New York 10036
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David R. Frick, Esq.
WellPoint, Inc.
March 17, 2005
Page 1

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