SecProbe.io

Mail Stop 6010

        May 22, 2006

Gary L. Lauer
Chief Executive Officer
eHealth, Inc.
440 East Middlefield Road
Mountain View, California 94043

 Re: eHealth, Inc.
  Registration Statement on Form S-1
  Filed April 25, 2006
  File No. 333-133526

Dear Mr. Lauer:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view 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 S-1

General

1. Please provide us proofs of all graphic,  visual, or photographic information you
will provide in the printed prospectus prior to its use, for example in a preliminary
prospectus.  Please note we may have comments re garding these materials.

Gary L. Lauer
eHealth, Inc. May 22, 2006 Page 2
2. Please note that when you file a pre- effective amendment containing pricing-
related information, we may have additiona l comments.  As you are likely aware,
you must file this amendment prio r to circulating the prospectus.

3. Please note that when you file a pre-eff ective amendment that  includes your price
range, it must be bona fide.  We interpre t this to mean your range may not exceed
$2 if you price below $20 and 10% if you price above $20.

4. Please update the financial statements as required by Rule 3-12 of Regulation S-
X.

Prospectus Summary, page 1

5. Your summary does not present a balanced  view of your business.  Currently,
your summary is a detailed discussion of only the positive aspects of your company’s business and strategy.  Please revise the summary to present a balanced picture, including a discussion of  the challenges you face, the fact that
you have never had a profitable year, your  accumulated deficit, and the hurdles
you must overcome to achieve each of th e strategy objectives you list.  Please
note that the balancing disclosure you provide should be no less prominent than
your positive disclosure and should a ppear under an appr opriate heading.

eHealth, page 1

6. Please cite in your document a source for the statement that you are “the leading
online source of health insurance for individuals, families and small businesses.”

Market Opportunity, page 1

7. Please state the aggregate premiums for th e individual and family segment and the
small business segment since those are the segments your business targets.

Risk Factors

Our future operating results are like ly to fluctuate . . . , page 7

8. It appears that substantially  all of the items listed in the bullet points are covered
by other risk factors, so it appears repetitiv e to include the bullet-point list in this
risk factor.  Please remove the repetitive text.  Although not an exhaustive list, we
note the following examples:

• The first bullet point, which deals with  attracting new cust omers, is covered
by “If we are not successful in conv erting visitors to our website into
members, our business and operating re sults would be harmed” on page 10.

Gary L. Lauer
eHealth, Inc. May 22, 2006 Page 3
• The second bullet point, which deals with losing customers, is covered by “If
we are unable to retain our members, our business and operating results would
be harmed” on page 9.
• The third bullet point, which deals with th e wide variety of insurance plans, is
covered by “Changes in the quality and affordability of the health insurance products . . .” on page 10.
• The fifth bullet point, which deals with your receipt of commissions, is
covered by “Our operating results fluc tuate depending upon health insurance
carrier payment practices . . .” on page 14.
• The seventh bullet point, which deals with  alliances with marketing partners,
is covered by “We rely significantly on marketing partners . . .” on pages 12-
13.
• The last bullet point, which deals with  regulations, is covered by “Compliance
with the strict regulatory  environment applicable to  the insurance industry and
the specific products we sell . . .” on pa ges 20-21, “Regulation of the sale of
health insurance is subject to change  . . .” on pages 21-22, and “Government
regulation of the Internet could advers ely affect our business” on pages 22-23.

Our business may be harmed if we lo st our relationships . . . , page 9

9. We note 17% of your 2005 revenue came fr om Golden Rule Insurance Company
and 15% came from Blue Cross of Calif ornia and Unicare.  Please state the
duration of your agreements with these co mpanies, and state whether any of the
agreements are terminable at will.  Finally, discuss all material terms of these agreements in your Business section.

System failures or capacity constraints could harm our business . . . , page 11

10. Please disclose whether you carry insuran ce for earthquakes or any of the other
causes of damage listed in the third para graph of this risk factor.  If you do,
disclose the amount.

We rely significantly on marke ting partners . . . , page 12

11. Please identify any marketing partners upon whom your business is substantially
dependent.  File as exhibits your agreemen ts with these organizations, and discuss
the material terms of the agreem ents in your Business section.

Our operating results fluctuate dependi ng upon health insurance . . . , page 14

12. We note there have been instances in wh ich an insurance carrier’s report of
commissions and payment has been delayed for several months.  If any of these
instances have materially harmed your  business, please di scuss the situation.

Gary L. Lauer
eHealth, Inc. May 22, 2006 Page 4
There are many risks associated with  our operations in China, page 15

13. Please consider whether any of the items listed in the bullet points constitutes a material risk.  If so, any such item should be discussed in its own risk factor.  If
none of the items is a material risk, please consider whether this risk factor is necessary.  Please revise as appropriate.

14. If any of the items in the bullet points has materialized in the past and materially harmed your business, please discu ss it in a separate risk factor.

We may not be able to adequately protect our intellectual property . . . , page 15

15. To the extent you are aware that you have any intellectual proper ty that is being
infringed upon or that you have been notif ied of a third party’s belief that you are
infringing on their intellectual property, pleas e revise this risk factor or the one
that follows it, as applicable, to disclose  the situation and pote ntial consequences.
In that regard, we note you disclose in th e next risk factor that you have received
notices that claim you have misappropriated or misused other parties’ intellectual
property rights.

Future litigation against us could be co stly and time-consuming to defend, page 16

16. As currently worded, this risk factor and the risk factors listed below could apply
to any public company.  If you keep thes e risk factors in your document, please
revise them so they are specific to your situation.

• Page 17: We rely on insurance to mitigate some risks and, to the extent the cost of insurance increases or we main tain insufficient coverage, our business
and operating results may be harmed;
• Page 19: If we fail to maintain proper  and effective inte rnal controls, our
ability to produce accurate financial statements could be impaired, which could adversely affect our operating results, our ability  to operate our business
and our stock price;
• Page 19: We will incur increased costs as a result of being a public company;
and
• Page 20: Terrorist attacks, acts of war or natural disast ers may disrupt our
business.

Our ability to attract and retain personne l is critical to our success, page 17

17. Please identify the “other key employees” to  whom you refer.  Also, identify the
individuals who are or will soon become substantially vested in their stock
options.  Finally, state whether you have written employment agreements with
any of the individuals discu ssed in this risk factor.

Gary L. Lauer
eHealth, Inc. May 22, 2006 Page 5

Future acquisitions could disrupt our business and harm . . . , page 18

18. Please state whether you are currently in discussions to do an acquisition.

We may not be able to secure additional financing . . . , page 18

19. This risk factor seems to address two di fferent risks: the risk of not securing
additional financing and the negative c onsequences of securing additional
financing.  Please separate these risk s into two separate risk factors.

You will experience immediate and substantial dilution, page 25

20. Please revise this risk factor to explain that investors who purchase shares will contribute ___% of the total amount to fund the company but will own only ___% of the voting rights.

Capitalization, page 29

21. Please revise the pro forma capitalization ta ble to include all adjustments related
to the completion of the offering in one  column.  As the conversion of your
outstanding shares of preferred stoc k and Class A nonvoting common stock is
contingent upon the closing of the of fering, we believe only one pro forma
column is appropriate.  Please revise your  disclosures in other sections of the
filing, accordingly.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies, page 37

22. Your disclosure appears to duplicate the information in the notes to the consolidated financial statements.  As not ed in Section V of SEC Release No. FR-
72, disclosure of critical accounting estim ates should supplement the description
of accounting policies already disclosed in the notes to the financial statements and provide greater insight in the quality and variability of information regarding
financial condition and operating performan ce.  Further, your disclosures should
address material implications of uncer tainties associated with the methods,
assumptions, and estimates underlying your  critical accounting estimates.  Please
expand your disclosures to address th e following regarding your critical
accounting estimates:

• Disclose your analysis of the uncertainti es involved in applying a principle at
a given time or the variability that is reasonably likely to result for its
application over time.

Gary L. Lauer
eHealth, Inc. May 22, 2006 Page 6
• Specifically address why your accounting estimates or assumptions bear the
risk of change.
• Analyze, to the extent material, such factors as how accurate the
estimate/assumption has been in the past, how it has changed in the past, and
whether it is reasonably likely to change in the future.
• Analyze the estimate/assumption specific sensitivity to change, based on other
outcomes that are reasonably likely to o ccur and would have a material effect.

Revenue Recognition, page 38

23. You disclose that “we rely on health insurance carriers to  report accurately and in
a timely manner the amount of commissions  earned by us, and we calculate our
commission revenues, prepare our financia l reports, projections and budgets, and
direct our marketing and other operating efforts based on the reports we receive
from them”.  If this poses a potential fo r a higher degree of uncertainty related to
your recognition of revenue, please a ddress the following in your critical
accounting estimate disclosures:

• The time lag from when cancellations are reported to the carriers to when the
carriers reports them to you and whether, how and to what extent this time lag
effects your allowance for forfeitures;
• The amount of any backlog related to the processing of commission
information, whether the backlog has been accounted for in the financial statements and, if applicable, wh en the backlog will be resolved;
• What process management performs to determine the accuracy and completeness of the information received from the carriers; and,
• How management resolves disputes with carriers and how often disputes
occur.

Marketing and Advertising, page 42

24. Please explain why marketing partner cha nnel expenses and expenses related to
your online advertising channel gr ew in 2005 as compared to 2004.

Liquidity and Capital Resources, page 46

25. We believe your discussion of material changes in the components of cash flows
could be improved.  Consistent with S ection IV of SEC Release No. FR-72, your
discussion should focus on the primary dr ivers of and other material factors
necessary to an understanding of the company’s cash flows and the indicative value of historical cash flows.  Where there has been material variability in
historical cash flows, focus on the underl ying reasons for the changes, as well as

Gary L. Lauer
eHealth, Inc. May 22, 2006 Page 7
on the reasonably likely impact on fu ture cash flows and cash management
decisions.  Include a discussion and anal ysis of known trends  and uncertainties.

Principal Stockholders, page 77

26. Please identify the natural persons who are the beneficial owners of the shares
held by the Entities affiliated with QuestMark Partners.

Consolidated Financial Statements

Consolidated Statements of Operations and Comprehensive Loss, F-4

27. It appears that the line it em “Cost of revenue” appear s to be a marketing and
advertising cost and does not represent the total costs and expenses applicable to
revenues as required by Item 5-03(b)(2) of Regulation S-X.  Please revise your presentation, accordingly.

Notes to Consolidated Financial Statements

Note 1 – Summary of Business a nd Significant Accounting Policies

Deferred Revenue, page F-9

28. Please tell us if you can reasonably estimat e an allowance for forfeitures for the
$473,000 recorded as deferred revenue using relevant industry historical forfeiture experience. Please explain to us why all commission amounts reported to you by
this one carrier in 2005 were  deferred. Clarify your disclosures as to whether any
commissions for this carrier were re cognized during 2005 after the cancellation
period lapsed.

Deferred Initial Public Offering Costs, page F-10

29. Please expand your disclosure to state, if  true, that deferred IPO costs include
only specific incremental co sts directly attributable to the proposed offering.
Please refer to SAB Topic 5:A.

Marketing and Advertising, page F-11

30. Please expand your disclosures to clarif y why costs associated with revenue
sharing of commissions receive different  accounting treatments, one is offset
against commission revenue while another is recorded as an expe nse. Please cite
the applicable authoritative literatu re to support your accounting for each
arrangement.

Gary L. Lauer
eHealth, Inc. May 22, 2006 Page 8
31. You disclose that the fair value of your common stock was contemporaneously
determined by an unrelated independent valuation specialist.  Please name the
unrelated independent valuati on specialist and provide th eir written consent in the
registration statement.  Please refe r to Securities Act Rule 436.

32. Please expand MD&A to disclose the intr insic value of outstanding vested and
unvested option based on the estimated IP O price and the options outstanding as
of the most recent balance sheet  date presented in the filing.

Note 10 – Net Loss Per Share, page F-26

33. Please expand your disclosure to clar ify why you are